Terms and Conditions

Last
updated: January 7, 2020

These
merchant services terms and conditions (“Terms and Conditions”)
are for merchant card payment processing services among the merchant (“Merchant”)
that signed the merchant services application (“Merchant Application”), Wells
Fargo Bank, N.A. (“Member Bank”), and SGPS Inc. (“SecureGlobalPay”). The
Merchant Application and the Terms and Conditions are part of the “Merchant
Agreement” as defined below. SecureGlobalPay and Member Bank are
hereinafter collectively referred to as the “Bank”. Subject to the
requirements of the rules of the various card brands, SecureGlobalPay and
Member Bank reserve the right to allocate Bank’s duties and obligations amongst
themselves as they agree appropriate in their sole discretion, and Member Bank
or SecureGlobalPay may jointly or individually assert or exercise any rights or
remedies provided to Bank hereunder. For clarity, any rights, remedies,
benefits, limitations of liability and disclaimers of, or other provisions
applicable to, “Bank” apply to Member Bank and SecureGlobalPay individually. If
Merchant wishes to address any act or omission by, or make or bring any claim
or action against, Bank relating to this Merchant Agreement, it shall first
discuss such issue with SecureGlobalPay prior to making or bringing any claim
or action against Member Bank (in which case SecureGlobalPay shall address the
issue as agreed with Member Bank).

Member
Bank, as a member of Visa U.S.A. Inc. (“Visa”) and Mastercard
International Incorporated (“Mastercard”), provides transaction
processing and other services and products in connection with financial
services provided by Visa and Mastercard. SecureGlobalPay provides transaction
processing and other services and products in connection with financial
services provided by American Express Travel Related Services Company, Inc. (“American
Express”), and DFS Services LLC (“Discover”). Visa, Mastercard,
American Express, and Discover are collectively defined as the “Card Brands”
and their cards are each a “Card”. If elected by Merchant, SecureGlobalPay
will settle American Express and Discover transactions. Member Bank does not
sponsor SecureGlobalPay into the American Express network and Discover network,
is not providing or agreeing to provide Merchant any services hereunder with
respect to American Express and Discover transactions, and has no
responsibility or liability to Merchant for American Express and Discover
transactions.

SecureGlobalPay, as
an agent of Member Bank, provides payment card processing services. Merchant is
engaged in the business of selling goods and services, and desires that Bank
provide the services described in the Merchant Agreement (the “Merchant
Services”) on the terms and conditions of this Merchant Agreement.

1.      MERCHANT’S
APPLICATION AND INFORMATION. By completing the
Merchant Application, Merchant applies for the Merchant Services. In their sole
and absolute discretion, SecureGlobalPay and/or Member Bank may accept or
reject Merchant’s Application.  Merchant may present Transactions to
Bank only for the activities and in the volumes described on the Merchant
Application. “Transaction” means a purchase by Card of goods or services
from Merchant or a refund by Merchant to a Card done through Merchant Services.
The earlier date of the presentation of the first Transaction, including any
test Transaction, by Merchant to Bank or the date Bank approves the Merchant
Application signifies the effective date of the Merchant Agreement (“Effective
Date”). By either Merchant’s signature on the Merchant Application or
Merchant’s processing a Transaction (including a test Transaction) with Bank,
Merchant affirmatively accepts and agrees to be bound by the Merchant
Agreement. If Merchant fails to submit Card Transactions for processing within
120 days after the Effective Date for any reason other than SecureGlobalPay’s
failure to perform its obligations under the Merchant Agreement, then Merchant
shall pay to SecureGlobalPay as damages (and not as a penalty) $100 for each 30
day period in which Merchant processes no Transactions. Damages shall begin
accruing as of the 121st day following the Effective Date and shall stop
accruing as soon as Merchant begins processing Transactions under this Merchant
Agreement.

2.      MERCHANT
AGREEMENT; INCORPORATION OF ADDITIONAL TERMS AND PROVISIONS.

2.1.  The exhibits to these
Terms and Conditions, as amended from time to time, are part of these Terms and
Conditions, as are the Merchant Application, fee schedule, and the Card Brand Rules,
and are hereinafter individually and collectively referred to as the “Merchant
Agreement.” “Card Brand Rules” means the by-laws, operating
regulations, rules, policies, and procedures of the Card Brands, as in effect
from time to time. Without limiting the foregoing, this Agreement includes the
provisions required by: (a) the Visa International Operating Regulations
relating to the Merchant Chargeback Monitoring Program, the Merchant Agreement
Requirements, and Merchant Card Acceptance (the “Visa Regulations”); and
(b) section 5.1 and sections 5.6 through 5.12 of the Mastercard Rules (the “Mastercard
Rules”); and (c) chapter 4, “transaction processing”, chapter 11,
“chargebacks and inquiries,” and chapter 12, “specific industries” of the
American Express Merchant Operating Guide, and Exhibit C “American Express Card
Acceptance”. Copies of the Visa Regulations (corporate.visa.com/operating-regulations) and
the Mastercard Rules (mastercard.com/bm-entire-manual-public.pdf) are
available for review online. The American Express Merchant Operating Guide,
which is a summary of the above-referenced American Express regulations, is
available at americanexpress.com/merchan-top-guide.
Merchant shall periodically review the contents of the Card Brand Rules to
ensure it remains in compliance with them.

2.2.         The
following documents (as found at secureglobalpay.com/legal, as
the same may be amended from time to time by SecureGlobalPay with or without
prior notice to Merchant) are incorporated into this Merchant Agreement: (a)
the Privacy Policy; (b) the Terms of Use; (c) the Electronic Communication
Agreement; (d) the Electronic Funds Transfer Agreement; and (e) the SecureGlobalPay
High Risk Acceptable Use Policy. Violation of any of the foregoing may result
in any one or more of the following: (i) refusal of an authorization to process
Transactions; (ii) suspension of the Merchant Services; and/or (iii) immediate
termination of this Merchant Agreement.

3.      PROCEDURES
FOR CARD TRANSACTIONS.

3.1.  In accepting Cards for
the purchase of Merchant’s goods or services, Merchant shall comply with the
requirements of the Merchant Agreement, including but not limited to the Card
Brand Rules, as the same are revised from time to time.

3.2.  Submission
of Valid Transactions.

(a)    Merchant
will submit to Bank a Transaction only if the Transaction is made or approved
by the cardholder who is issued the Card used for the Transaction. Merchant
will not submit directly or indirectly: (i) any Transaction that Merchant knows
or should have known to be fraudulent or not authorized by the cardholder; (ii)
any Transaction that results from a transaction outside of Merchant’s normal
course of business, as described on the Merchant Application; or (iii) any
Transaction using a Card issued to Merchant or Merchant’s business owners,
family members, or principals.

(b)    If at
any time the volume of Transactions substantially exceeds or decreases from the
projected annual volume stated on the Merchant Application, or if at any time
Bank suspects fraud, money laundering or violations of the Card Brand Rules,
Bank may, in its sole and absolute discretion and in addition to other remedies
that the Bank may have: (i) refuse to process the excessive or suspect
Transactions; (ii) process the Transactions and retain the funds received from
processing until such time as the excess or suspect Transactions are found to
be valid or invalid and processed in accordance with the Card Brand Rules;
(iii) suspend processing and/or terminate the Agreement; or (iv) amend the
Merchant Agreement to protect the interests of Bank.

3.3.  Payments
to Merchant for Valid Transactions.

(a)    Bank
will provide provisional credit to Merchant for each undisputed and valid
Transaction which Merchant submits to Bank by crediting Merchant’s SecureGlobalPay
Account, provided Bank has received settlement for the valid Transaction
through the interchange procedures specified by the relevant Card Brand. Bank
is not obligated to provide provisional credit to Merchant for Transactions
submitted that are not valid Transactions, and may suspend or discontinue any
provisional credit in Member Bank’s and/or SecureGlobalPay’s sole and absolute
discretion, including for any reason that would justify termination of the
Merchant Agreement. Each provisional credit from Bank to Merchant will be
subject to adjustment, including revocation, upon Bank’s further review and
verification. Provisional credit to Merchant for a Transaction disputed
by a cardholder for any reason is not final.

(b)    Member
Bank is responsible for providing settlement funds to Merchant, and SecureGlobalPay
shall not have access to or hold settlement funds. Member Bank deposits
Transaction proceeds into a non-interest-bearing, aggregated account at Member
Bank in the name of Member Bank for the benefit of all SecureGlobalPay’s
merchant customers. The subaccount shown in SecureGlobalPay’s software for
tracking Merchant’s funds in the aggregated account is Merchant’s “SecureGlobalPay
Account”. Merchant’s SecureGlobalPay Account is not an actual account at
Member Bank. Funds will remain in the Merchant’s SecureGlobalPay Account until:
(i) such funds are released by Merchant at its discretion, as evidenced on SecureGlobalPay's
website; or (ii) Merchant informs Bank to release such funds to the bank
account designated by Merchant in accordance with the Electronic Funds Transfer
(“Designated Account”).

(c)    Merchant
may utilize multiple SecureGlobalPay Accounts to allow for easier reporting of
Transactions. Such additional SecureGlobalPay Accounts require approval by SecureGlobalPay
and are subject to the terms of this Merchant Agreement. Merchant is
responsible for any additional fees or costs associated with having multiple SecureGlobalPay
Accounts. These additional SecureGlobalPay Accounts collectively count toward
underwriting limits for Merchant, as such collective limits are established by
Bank.

(d)    Merchant
will promptly provide Bank with any information it requests in response to an
inquiry from a Card Brand. A Card Brand may make an inquiry when it needs
information about a disputed Transaction. In order to be able to respond to an
inquiry, Merchant must maintain records and follow business practices that are
in accordance with the Card Brand Rules.

(e)    “Chargeback”
means a Transaction returned by a Card issuer to Member Bank.. Merchant must
not reenter or reprocess any Card Transaction that has been charged back.
Instead Merchant must allow the Chargeback process to proceed to its
conclusion. If Merchant disagrees with a Chargeback, Merchant may make a
reversal request pursuant to applicable Card Brand Rules. Merchant acknowledges
that regardless of its refund or return policy, Chargebacks will be handled in
accordance with this Merchant Agreement and Card Brand Rules regarding returns
and Chargebacks. Merchant is liable to Bank for the amount of all Chargebacks,
Card Brand fines, and associated fees. Merchant authorizes Bank to deduct,
recoup, or offset from incoming Transactions and to debit Merchant’s SecureGlobalPay
Account, the Merchant Reserve Account, and the Billing Reserve described below
to recover any Chargeback. Bank may suspend accepting Transactions or releasing
funds represented by Transactions to Merchant until Merchant reimburses Bank
for all unpaid Chargebacks.

(f)     Merchant
is liable to Bank for the amount by which credit Transactions processed on any
day exceed valid Transactions submitted on that day. Bank may deduct the amount
of any credit Transaction processed for Merchant in the same manner as it would
a Chargeback.

3.4.  Restrictions.
Merchant may not (i) indicate or imply that the Card Brands or Bank endorses
any Merchant goods or services, (ii) refer to a Card Brand or Bank in stating
eligibility for Merchant’s products, services or membership, or (iii) use any
marks, symbols or logos owned by any Card Brand or Bank for any purpose other
than those permitted in the Card Brand Rules, provided that any use of Bank’s
marks, symbols or logos shall be in accordance with and subject to any branding
guidelines provided by Bank. Merchant acknowledges that Member Bank and SecureGlobalPay
shall remain the sole and exclusive owners of their respective intellectual
property and Confidential Information (defined below). Except to the extent
expressly provided herein, no rights to Bank’s intellectual property or
Confidential Information are granted hereunder, and all rights therein are
expressly reserved.

3.5.  Authorizations
with and without ProtectPay

(a) It
is highly recommended that Merchant obtain the CVV2, CVC2 or CID
information, as applicable, from each Card. However, Merchant must never store
this value permanently. Merchant shall not submit an authorization on
behalf of any third party.

(b) When
a Merchant runs Transactions through SecureGlobalPay’s ProtectPay service, it is
recommended that Merchant identify the cardholder accepting payment for
goods or services. When Merchant uses ProtectPay, SecureGlobalPay
will provide a means to collect and utilize the expiration date,
and zip code or postal code from the
cardholder's billing address. If the expiration date
is not stored in ProtectPay, Merchant must obtain the Card expiration date
and forward it to SecureGlobalPay as part of the authorization request.

(c)
When Merchant does not run Transactions through ProtectPay, Merchant shall
obtain (using equipment meeting specifications determined by Bank) an
authorization for each Transaction in accordance with the terms of exhibit A.

4.      MERCHANT’S
WARRANTIES. Upon signing the Merchant Application, and each time
Merchant submits a Transaction, Merchant represents and warrants that:

4.1.  Merchant has abided by
the Merchant Agreement, and all applicable laws and the Card Brand Rules;

4.2.  Each statement made on
the Merchant Application was true as of the date Merchant signed the Merchant
Application agreeing to be bound by the Merchant Agreement;

4.3.  There have been no
materially adverse changes in information provided in the Merchant Application
or in Merchant’s financial condition, or management;

4.4.  Merchant does not do
business under a trade name or style not previously disclosed in writing, and
there has been no change in the nature of Merchant’s business or product lines
that have not been previously disclosed to Bank;

4.5.  Each Transaction is
genuine and arises from a bona fide sale of merchandise or services by
Merchant, represents a valid obligation for the amount shown on the Transaction
receipt, and does not involve the use of the Card for any other purpose;

4.6.  Merchant has title to the
Transaction and Transaction receipt, there are no liens or other encumbrances
on it, and Merchant has the authority to convey the Transaction for processing;

4.7.  No Transaction is subject
to any set-off or counterclaim;

4.8.  No Transaction has been
previously presented for processing unless allowed by the Card Brand Rules;

4.9.  Each statement on the
Transaction receipt is true, and Merchant has no knowledge of facts that would
impair the validity or collectability of the amount of the Transaction;

4.10.    The
person who executes the Merchant Application on behalf of Merchant has the full
power and authority to execute the Merchant Application and to enter into the
Merchant Agreement;

4.11.    The
Merchant Agreement is a legal, valid, and binding obligation of Merchant
enforceable against Merchant in accordance with its terms;

4.12.    Merchant
shall submit Transactions only in accordance with the information contained in
the Merchant Application and the Merchant Agreement;

4.13.    Merchant
has the power and authority to authorize the automatic funds transfer provided
for in the Merchant Agreement;

4.14.    The
Designated Account is owned and controlled by Merchant and will be open at all
times during the Term and as long as the Merchant Reserve Account and Billing
Reserve (as described below) are in effect;

4.15.    Merchant
is not (a) a sanctioned person, (b) located in or operating under a license
issued by a jurisdiction whose government has been identified by the U.S.
Department of State as a sponsor of international terrorism under 22 U.S.C.
2371 or 50 U.S.C. App. 2405(j), (c) located in or operating under a license
issued by a jurisdiction that has been designated as non-cooperative with
international anti-money laundering principles or procedures by an
intergovernmental group or organization of which the U.S. is a member, or (d)
located in or operating under a license issued by a jurisdiction that has been
designated by the U.S. Secretary of Treasury pursuant to 31 U.S.C. 5318A as
warranting special measures due to money laundering concerns;

4.16.    Merchant
will immediately notify Member Bank and SecureGlobalPay in writing of any
material changes to any information provided herein including but not limited
to a change in Merchant’s legal entity, location, business type, or the types
of goods and/or services offered for sale by Merchant;

4.17.    There
is no action, suit or proceeding pending or, to Merchant’s knowledge,
threatened that, if decided adversely, would materially impair Merchant’s
financial condition or operations, or its ability to perform its obligations
under this Merchant Agreement, or pay its debts;

4.18.       Merchant
complies fully with the High Risk Acceptable Use Policy; and

4.19.       Merchant
shall ensure that only authorized individuals access Merchant’s SecureGlobalPay
Account to, among other things, effect transfers of funds to and/or from such
account. Merchant shall be solely responsible for any loss that arises out of
any unauthorized individual gaining access to Merchant’s SecureGlobalPay
Account using Merchant’s ID number and PIN, and shall indemnify, defend and
hold Bank harmless from and against any such loss, unless such unauthorized
access is solely the fault of Bank.

5.      CONFIDENTIALITY;
DATA SECURITY.

5.1.   Merchant will treat
as confidential: (a) the terms of the Merchant Agreement; (b) all information
or data, of whatever nature, relating to Bank (including its operations,
policies, procedures, accounts and personnel) accessed or used by or disclosed
to Merchant in connection with the Merchant Agreement; (c) SecureGlobalPay’s
IRS W-9 form; and (d) all information or data that is proprietary to a third
party (including Bank’s customers and contractors) and that Bank is obligated
to treat as confidential, accessed or used by or disclosed to Merchant in
connection with the Merchant Agreement (individually and collectively, “Confidential
Information”). Merchant shall not use or disclose Confidential Information
without Bank’s prior written consent. Merchant may only disclose Confidential
Information to Merchant employees who have a need to know such information in
connection with Merchant’s performance hereunder and who are bound to
confidentiality restrictions no less restrictive than those herein. Merchant
shall exercise at least the same degree of care to maintain the confidentiality
of Confidential Information that it uses for its own similar information, but
in no event less than a reasonable degree of care. The foregoing obligations
shall not apply to any information that (i) is received from any third party
source that is properly authorized to disclose it without restriction, (ii) is
or becomes generally known to the public by publication or some other means
other than a breach by Merchant or its employees of any agreement or
confidentiality obligations, or (iii) is required by law to be divulged,
provided that the request is proper and the disclosure does not exceed that
which is required. In the case of (iii), Merchant will provide prior notice
thereof and cooperate with Bank to limit disclosure. Upon Bank’s request, and
upon termination or expiration of the Merchant Agreement, Merchant shall return
or, only if requested by Bank, destroy all Confidential Information in its
possession or control.  Merchant acknowledges that a breach of this
section 5 may cause Bank irreparable injury and that Bank may have no adequate
remedy at law. Accordingly, Bank may seek provisional or injunctive relief in
addition to any other rights or remedies.

5.2.   “Merchant
Servicer” means a third-party agent
that: (a) is engaged by a Merchant; (b) is not a member of the Card Brands; and
(c) has access to cardholder data, or processes, stores, or transmits
Transaction data. Merchant must notify Bank and receive Bank’s approval prior to
engaging any Merchant Servicer in connection with Merchant’s acceptance of
Cards or the submission of Transactions to Bank. Merchant shall provide Bank at
least 60 days’ advance written notice of Merchant’s election to use a Merchant
Servicer. Member Bank and/or SecureGlobalPay may individually approve or deny
the use of a Merchant Servicer in their sole and absolute discretion and at any
time. If a Merchant Servicer is required to certify, register, or act in any
fashion pursuant to the Card Brand Rules, Merchant shall cause such Merchant
Servicer to cooperate with Member Bank in completing any steps required for
registration, certification and/or action. Merchant is solely responsible for
any and all applicable fees, costs, expenses and liabilities associated with
such registration, certification and/or action. Bank shall in no event be
liable to Merchant or any third party for any actions or inactions of Merchant
Servicer(s) used by Merchant, and Merchant expressly assumes all such
liability.

5.3.  The use of a Merchant
Servicer or software or systems provided by a Merchant Servicer that has
connectivity to the Internet poses an increased risk, and Merchant assumes all
liability for such increased risks. If Merchant utilizes software or hardware
with a connection to the Internet such hardware or software interacts in any
capacity with the provision of services contemplated pursuant to this Merchant
Agreement, Merchant is solely liable without limitation for any and all
consequences of such interaction.

5.4.  Merchant agrees and shall
ensure that Merchant Servicers utilized by Merchant provide the same levels of
security as those required of Merchant, and that such Merchant Servicers
transmit data in accordance with: (a) the required format(s) of the Card
Brands; (b) the Card Brand Rules; and (c) the requirements of Bank. Merchant
must have a written contract between itself and its Merchant Servicers that
stipulates adherence to the provisions of such information security
requirements. Merchant’s written contract with any such third party must
contain provisions obligating the third party to comply with (to the extent
applicable); (i) law, CISP, SDP, DISC, PCIDSS, PA-DSS, PIN and PED security
requirements; (ii) all other Card Brand requirements pertaining to
confidentiality and security and integrity of cardholder and Card transaction
data; (iii) all rules prohibiting storage of certain Card transaction data; and
(iii) all other applicable Card Brand Rules. Merchant will only allow Merchant
Servicers to have access to cardholder data for the purposes that are
authorized by the Card Brand Rules. Any fees, fines or penalties from
noncompliance will be passed to the Merchant. Merchant shall indemnify and hold
Member Bank and SecureGlobalPay harmless against losses or damages arising from
the acts or omissions of Merchant Servicers engaged by Merchant.

5.5.  Merchant must immediately
notify Member Bank and SecureGlobalPay of any suspected or confirmed loss or
theft of materials or records that contain cardholder account numbers or
Transaction information. In the event of a suspected or confirmed loss or theft
Merchant shall provide immediate access to all facilities, systems, procedures,
equipment, and documents as may be deemed appropriate by Bank or its designated
representatives, regulators or auditors for inspection, audit, and copying as
deemed appropriate by both Member Bank and SecureGlobalPay in their individual
sole discretion. Merchant shall be responsible for all costs associated with
such inspection, audit, and copying however such costs may occur. Merchant
shall make reasonable efforts to address and remedy the cause of the breach,
intrusion, compromise or otherwise unauthorized access to cardholder account
information.

5.6.  Merchant authorizes Bank
to release its name and address to any third party whom the Bank determines
needs to know such information in order for Bank to perform the Merchant
Services and who has requested such information.

5.7.  Merchant will never (even
in the event of including Merchant’s failure, bankruptcy, insolvency, or other
suspension of business operations): (a) provide cardholder account numbers,
personal cardholder information or Transaction information to anyone except
Bank, the Card Brands, or Merchant’s servicers or agents for the purpose of
assisting Merchant in completing Transactions, or as specifically consented to
by cardholder or required by law or in response to valid legal process; (b)
retain or store Card magnetic stripe, CVV, CVV2, CVC2 or CID data (including
track data) subsequent to authorization for a Transaction; or (c) release any
cardholder information over the telephone under any circumstances. If
Merchant’s business fails or ceases to exist, Merchant is required to return to
Bank all such information or provide proof of destruction of this information
to Bank.

5.8.  Merchant agrees to establish security procedures to protect cardholder information and comply with the Visa Cardholder Information Security Program (CISP), MasterCard’s Site Data Protection (SDP) Program, Discover Information Security Compliance (DISC), American Express Data Security Requirements, and the Payment Card Industry (PCI) Data Security Standards. Detailed information about PCI DSS can be found at the PCI DSS Council’s Website: pcisecuritystandards.org. The Card Brands or Bank, and the respective representatives, may inspect the premises of Merchant or any servicer or agent engaged by Merchant for compliance with security requirements. Merchant acknowledges that any failure to comply with security requirements may result in the imposition of restrictions on Merchant or the permanent prohibition of Merchant’s participation in Card acceptance programs by the Card Brands. Merchant shall indemnify and hold Bank harmless against any losses or damages arising from Merchant's failure to comply with security procedures and any losses or damages arising from or related to Merchant's acts or omissions that result in a breach of data security, including but not limited to Merchant's non-participation in any breach security program SecureGlobalPay may offer.

5.9.  SecureGlobalPay
acknowledges that it will maintain compliance with all applicable Card Brand
Rules, including, without limitation, the PCI DSS requirements.

5.10.         Federal
regulations enacted pursuant to the USA PATRIOT Act and other applicable laws
require financial institutions with which SecureGlobalPay has relationships to
verify the identity of every person who seeks to open an account with a
financial institution. Merchant shall provide documentary verification of
Merchant’s identity, such as a driver’s license or passport for an individual
and certified copy of organization documents for an entity in manner acceptable
to Bank. Bank reserves the right to verify Merchant’s identity through other non-documentary
methods as Bank deems appropriate in its sole discretion. Bank may retain a
copy of any document it obtains to verify Merchant’s identity with the
financial institution.

6.      CARD
BRAND RULES.

6.1.  Merchant must comply with
the Card Brand Rules, as the same may be amended from time to time. The Card
Brand Rules may change with little or no advance notice and Merchant will be
bound by all such changes. If Merchant objects to any change in the Card Brand
Rules, it must immediately stop accepting new Transactions for Cards governed
by the change. The Card Brand Rules will govern if there is any inconsistency
between the Merchant Agreement and the Card Brand Rules. If there is an
inconsistency between the Merchant Agreement (including the Card Brand Rules)
and applicable law, applicable law will govern, but only to the extent
necessary to resolve the inconsistency.

6.2.  Card Brand Rules of the
debit networks may differ among them with respect to the Transactions they
allow. Bank, at its discretion, may require that the most restrictive
requirements of one debit network apply to all of Merchant’s online debit Card
Transactions, regardless of Card type.

7.      APPLICABLE
LAW; MERCHANT’S BUSINESS; OTHER PROCESSORS.

7.1.  Merchant will comply with
all applicable law, including but not limited to laws and regulations regarding
anti-money laundering compliance, in completing Transactions, submitting them
to Bank, performing its obligations under the Merchant Agreement, and otherwise
conducting its business.

7.2.  Merchant will give Bank
at least 30 days’ prior written notice before any change in Merchant’s name or
location, any change in ownership or management of Merchant’s business, any
sale, assignment, rental, lease or transfer of ownership of any location that
accepts Cards, or any material change in information concerning Merchant in the
Merchant Application, and material change in the type or nature of the business
carried out by Merchant or otherwise required to be provided to Bank.

7.3.  To the extent permitted
by applicable law,Merchant agrees that it will not participate in
a Card processing program with another financial institution or processor
without Bank’s written approval.

8.      CREDIT
REPORTS AND OTHER INFORMATION.

8.1.     From
time to time, Bank may obtain credit and other information on Merchant, owners
and officers of Merchant, and any and all personal guarantors of Merchant, from
others (such as customers and suppliers of Merchant, lenders and credit reporting
agencies), and furnish information on Merchant’s relationship with Bank and
Bank’s experience with Merchant to others seeking the information.

8.2.     Merchant
will provide Bank with updated business and financial information concerning
Merchant, including financial statements, tax returns, evidence of required
licenses and other information and documents Bank may reasonably request from
time to time. Merchant shall further provide Bank such information as it may
request for the making of insurance claim, regulatory or other filings related
to Merchant’s activity pursuant to this Agreement. All material marked
“confidential” which Bank receives from Merchant will be used only by Bank or
the Card Brands in performing the Merchant Services under this Merchant
Agreement or related services and reporting.  Bank and any Card
Brand, regulator, auditor or any other entity having authority may audit
Merchant’s records relating to this Merchant Agreement. Merchant shall provide
all documentation, information or other inspection rights requested by Bank’s
regulators or auditors or otherwise to enable Bank to meet the requirements of
applicable law. Without limiting the generality of the foregoing, Merchant
understands and agrees that if, at the time of signing this Merchant Agreement
Merchant is undergoing a forensic investigation, Merchant must notify Bank and
fully cooperate with the investigation until it is completed.

8.3.     Merchant
authorizes Bank to release and use information collected in connection with
Bank’s provision of the Merchant Services to third parties that provide
services to Bank or Merchant or to any third party that requests and has a
reason to know such information, including but not limited to the Card Brands,
and any third party having regulatory control over the parties.

9.      TERM;
TERMINATION.

9.1.       Term/Renewal. The
initial term of this Merchant Agreement shall be for the term of three years
(the “Initial Term”) from the Effective Date. By either Merchant’s
signature on the Merchant Application or Merchant’s processing a Transaction
with Bank, Merchant confirms acceptance of the Merchant Agreement. At the
expiration of the Initial Term, this Merchant Agreement will automatically
renew for successive one year periods (each a “Renewal Term” and
collectively with the Initial Term the “Term”) unless a party provides
the other parties with notice of its intent not to renew the Merchant Agreement
at least 90 days prior to the expiration of the then-current term.

9.2.       Termination.

(a)    Termination
without Cause. Bank or Bank’s designated representative may terminate the
Merchant Agreement as to all Card types or individually specified Card types,
without cause, upon 30 days’ advance written notice.

(b)    Termination
for Cause by Bank. Bank or Bank’s designated representative may terminate the
Merchant Agreement in its sole and absolute discretion, effective immediately,
upon written, electronic or oral notice, except as otherwise stated in the
Merchant Agreement, to Merchant if Bank reasonably determines that any of the
following conditions exists:

(i)     Merchant
has violated any provision of the Merchant Agreement.

(ii)   There
is a material adverse change in Merchant’s financial condition, material change
in Merchant’s processing activity, processing activity inconsistent with the
Merchant Application, or Bank determines in its sole discretion that Merchant’s
processing activity could result in a loss to Bank.

(iii)  A petition in bankruptcy
has been filed by or against Merchant, Merchant is generally unable to pay its
debts as they become due, a receiver, custodian, trustee, liquidator or similar
official is appointed for a substantial portion of Merchant’s business, there
is a general assignment for the benefit creditors, or the business terminates.

(iv)  Any information which
Merchant provided to Bank, including Merchant Application information, was
false, incomplete or misleading when received, or has materially changed since
Merchant provided such information.

(v)    At any
time during the term of the Merchant Agreement, Merchant has had a monthly
ratio of Chargebacks to Transactions exceeding one percent, or Chargebacks are
in excess of three percent of any monthly dollar amount of Transactions.

(vi)     Merchant
or any of Merchant’s officers or employees has been involved in processing
Transactions with Bank or other parties arising from fraudulent or otherwise
unauthorized transactions.

(vii)     Merchant
is or will be unable or unwilling to perform its obligations under the Merchant
Agreement or any applicable laws.

(viii)    Merchant
has failed to pay Bank any amount when due.

(ix)   Merchant
has failed to promptly perform or discharge any obligation under the Merchant
Agreement, the Merchant Reserve Account or the Billing Reserve.

(x)    Any of
Merchant’s representations or warranties made in connection with the Merchant
Agreement was not true or accurate when given.

(xi)     Merchant
has defaulted on any agreement it has with Bank.

(xii)      Bank is
served with legal demand, order or process seeking to attach or garnish any of
the provisional credits arising out of or relating to the Merchant Agreement,
Merchant’s funds or property in Bank’s possession.

(xiii)    The
Card Brand Rules are amended in any way so that the continued existence of the
Merchant Agreement would cause Bank to be in breach of such Card Brand Rules.

(xiv)     Any
guaranty supporting Merchant’s obligations is revoked, withdrawn or terminated
or altered in any way.

(xv)      Any
governmental entity initiates proceedings against Merchant, or Bank reasonably
believes that a governmental entity may do so.

(xvi)     If any
circumstances arise regarding Merchant or its business that create harm or loss
of goodwill to Bank or any Card Association.

(c)    Termination
for Cause by Merchant. Merchant may terminate the Merchant Agreement in the event of
a material breach of the terms of the Merchant Agreement by Bank, provided
Merchant gives Bank written notice of any alleged breach and such breach
remains uncured for a period of 30 days following receipt of written notice by
the Bank.

(d)    Liquidated
Damages for Early Termination.

(i)       In
addition to all other remedies available to Bank under the Merchant Agreement
or as otherwise available in law or equity, if the Merchant Agreement is
terminated prior to the expiration of the applicable Term for any reason other
than for a material, uncured breach by Bank, Merchant agrees to pay Bank as
liquidated damages (and not as a penalty), a sum computed by multiplying
(i) the average of the monthly fees paid by Merchant to Bank over the
immediately preceding six months and (ii) the number of months remaining in the
unexpired Term. Payment of liquidated damages for termination will not relieve
either party of any obligations arising prior to the date of termination.

(ii)      Merchant
agrees that such liquidated damages as calculated above shall also be due to
Bank if Merchant discontinues submitting Transactions for processing during the
Term for a period of 90 consecutive days, and is not designated on the Merchant
Application, or by notice to Bank, as a seasonal merchant or as otherwise
agreed to by Bank.

(iii)    Merchant
acknowledges and agrees that the liquidated damages are a reasonable
computation of the financial harm caused by the termination of the Merchant
Agreement by Merchant.

(e)    Member
Bank’s or SecureGlobalPay’s rights of termination under the Merchant Agreement
are cumulative. A specific right of termination shall not limit any other right
of Bank to terminate the Merchant Agreement expressed elsewhere in the Merchant
Agreement. Notice of termination may be given orally or in writing, if given
orally, shall be confirmed in writing, except as otherwise stated in the
Merchant Agreement.

(f)     Upon
termination, Merchant’s rights to complete Transactions and submit them to Bank
will cease. Termination of the Merchant Agreement will not terminate the rights
and obligations of Merchant and Bank relating to acts or omissions occurring
before termination, including for example, any fees or other service fees owed
to Bank, any Transactions processed for Merchant by Bank (whether before or
after termination), Merchant’s Chargeback and indemnity obligations, and the
security interest granted to Bank in the Merchant Agreement.

(g)    It is
understood that a file for terminated merchants referred to as Member Alert to
Control High-Risk Merchants (“MATCH”), formerly known as the
Terminated Merchant File or “TMF”, is managed and maintained by Mastercard and
utilized by the Card Brands and acquiring banks to identify the names of any
business (and its principals) that have been terminated for certain reasons,
including fraud, depositing excessive counterfeit paper, excessive unauthorized
transactions, excessive chargebacks, depositing paper for others (laundering),
bankruptcy or breach of a merchant agreement. Merchant acknowledges that Bank
is required to report Merchant to the MATCH (and/or on
the Consortium Merchant Negative File or “CMNF” published by Discover® Network) if
the Merchant Agreement is terminated for any of the foregoing reasons or other
reasons as may be modified by the Card Associations. Merchant agrees and
consents to such reporting in the event of the termination of the Merchant
Agreement for any of the foregoing reasons.

10.   MERCHANT
RESERVE. If Bank believes there is a high level of risk associated
with Merchant’s use of the Merchant Services, Bank may require the
establishment of a reserve (“Reserve”). Factors Bank may
consider are in requiring a reserve are chargebacks, returns, unfulfilled
orders, or credit risk. Bank will hold funds in Reserve for as long
as it deems necessary to mitigate risks associated with Merchant’s use of the
Merchant Services. If Bank does establish a Reserve, Bank will provide
Merchant with notice specifying the terms of the Reserve, which terms Bank may
change at any time on notice to Merchant. Merchant will remain liable for all
obligations related to its use of the Merchant Services even after the release
of any Reserve. The Reserve may be raised, reduced or removed at any time
by Bank, in its sole discretion. Funds in reserve will be held in an account
maintained by Member Bank (the “Merchant Reserve Account”).
The Merchant Reserve Account will be under the sole control of Member Bank.
Merchant will have no right of withdrawal from the Merchant Reserve Account,
and SecureGlobalPay will not have access to or hold funds in the Merchant
Reserve Account. Bank will reasonably determine the amount of funds in the
Merchant Reserve Account based on the level of risk Merchant
presents. Bank may fund the Reserve in any of the following ways: pulling
funds directly from Merchant’s SecureGlobalPay Account; withholding a
portion of transactions; requiring a payment directly from Merchant; and/or
debiting the Designated Account. Member Bank may continue to deposit funds
in the Merchant Reserve Account after termination of the Merchant Agreement.

11.   BILLING
RESERVE. If SecureGlobalPay believes there is a high level of risk
that Merchant will be unable to pay the fees owing under this Merchant
Agreement, SecureGlobalPay may Bank may require the establishment of a
billing reserve (“Billing Reserve”). SecureGlobalPay will
hold funds in the Billing Reserve for as long as it deems necessary to
mitigate risks associated with Merchant’s ability to pay fees. If SecureGlobalPay
does establish a Billing Reserve, it will provide Merchant with notice
specifying the terms of the Billing Reserve, which terms SecureGlobalPay may
change at any time on notice to Merchant. Merchant will remain liable for all
obligations related to its use of the Merchant Services even after the release
of any Billing Reserve. The Billing Reserve may be raised,
reduced or removed at any time by SecureGlobalPay, in its sole discretion.
Funds in the Billing Reserve will be held and owned by SecureGlobalPay. SecureGlobalPay
will reasonably determine the amount of funds in the Billing Reserve based on
the level of risk Merchant presents. SecureGlobalPay may fund the Billing
Reserve in any of the following ways: instructing Member Bank to pull funds
from Merchant’s SecureGlobalPay Account; instructing Member Bank
to withhold a portion of transactions; requiring a payment directly from
Merchant; and/or debiting the Designated Account. SecureGlobalPay may
instruct Member Bank to continue to deposit funds in the Billing Reserve
after termination of the Merchant Agreement. At its sole discretion, SecureGlobalPay
may return some or all of the funds in the Billing Reserve to Merchant.

12.   SECURITY
INTEREST.

12.1.  Merchant hereby grants to Bank a security
interest in any funds held in Merchant’s SecureGlobalPay Account and in the
Merchant Reserve Account, to secure the performance by Merchant of its
obligations to Bank under this Merchant Agreement. Bank may enforce such
security interest without notice or demand. Upon request of Bank, Merchant will
execute one or more financing statements or other documents to perfect this
security interest.

12.2.  This Merchant Agreement will constitute a
security agreement under the Uniform Commercial Code under which Merchant
grants Bank a security interest in and lien upon: (1) all funds owing Merchant
under this Merchant Agreement, regardless of the source of such funds; (2) all
funds in the Merchant Reserve Account; (3) present and future Transactions; (4)
any amount which may be due to Merchant under this Merchant Agreement,
including, without limitation all rights to receive any payments or credits
under this Merchant Agreement; and (e) upon Bank’s request, any other security
to secure Merchant’s obligations under this Merchant Agreement (collectively,
the "Secured Assets"). Merchant agrees to execute financing
statements or other documents to evidence this security interest.These
security interests and liens will secure all of Merchant’s obligations under
this Merchant Agreement and any other agreements now existing or later entered
into between us and Bank will have all rights afforded under the Uniform
Commercial Code, Law, and in equity. Bank may exercise this security interest
without notice or demand by making an immediate withdrawal or freezing of
Merchant’s Secured Assets. Merchant warrants that no other person or entity has
a security interest in the Secured Assets and Merchant agrees to obtain from
Bank written consent prior to granting a security interest of any kind in the
Secured Assets to a third party.

13.   CUSTOMER
CLAIMS. To the extent that Bank has paid or may pay a Chargeback
or credit transaction receipt, Merchant will be obligated to reimburse Bank for
any sums Bank pays. If Merchant does not reimburse Bank, Bank will have all of
the rights and remedies of cardholders, including the cardholders’ rights under
11 U.S.C. §507(a)(6). Bank may assert any claim on behalf of a cardholder
individually or on behalf of all cardholders as a class.

14.      PROCESSING
FEES.

14.1.    Fee
Schedule. Merchant will pay the fees in the amount specified in the fee
schedule or as otherwise provided for in this Merchant Agreement or an addendum
thereto. Monthly recurring fees will be assessed upon approval of the Merchant
Application. Bank may increase the fees, including, without limitation,
introducing new products or services, by giving Merchant 15 days’ advance
written notice effective for Transactions submitted on and after the effective
date of the change.

14.2.    Card
Brand Actions. Bank will not be required to provide Merchant with 15 days’
notice of an increase in fees if any Card Brand or any other entity having such
authority increases fees and the effective date for implementation of the
increased fees is less than 15 days. In such cases, Bank shall make reasonable
efforts to notify Merchant but failure to provide notice of will not affect
Merchant’s obligation to pay the increased fees.

14.3.    Government
and Regulatory Actions. Bank will not be required
to provide Merchant with advance notice for any increase in fees resulting from
any fine, charge, fee or cost incurred in connection with any state, federal or
other regulatory action, change in laws or regulations or escheatment of
Merchant’s funds. Bank shall make reasonable efforts to notify Merchant but
failure to provide notice of will not affect Merchant’s obligation to pay the
increased fees.

14.4.    Payment
and Authorization to Debit Designated Account. Merchant
authorizes Bank to deduct fees and other service charges, fines, obligations,
liabilities, or any other amounts owed by Merchant to Bank from amounts due
Merchant, from the Designated Account, or from the Merchant Reserve Account or
Billing Reserve. This authorization will remain in effect until the
Merchant Reserve Account and Billing Reserve are closed. If Merchant changes
the Designated Account, this authorization will apply to Merchant’s subsequent
Designated Account. Merchant will pay the amounts due by the next business
day if sufficient funds are not available in any of these accounts. Bank may
suspend accepting Transactions or releasing SecureGlobalPay Account funds to
Merchant until Merchant has paid outstanding fees.

15.      SECUREGLOBALPAY’S
STATUS WEBSITE. The website status.SecureGlobalPay.com is SecureGlobalPay’s
communication tool for operational issues. Merchant is encouraged to visit
status.SecureGlobalPay.com at any time to review the operational status of
Merchant Services and subscribe to real time operational updates via email,
SMS, slack or webhook. If Merchant does subscribe, it is Merchant’s
responsibility to keep its contact information updated at status.SecureGlobalPay.com
to assure that the proper individual(s) receive the updates.  If
Merchant does not subscribe, Merchant acknowledges that it may miss out on
important updates about SecureGlobalPay’s system.

16.      NO BANK
WARRANTIES. To the maximum extent permitted by applicable law, Bank
specifically disclaims all warranties of any kind, expressed or implied,
including, without limitation, warranties of title, availability,
non-infringement, merchantability, fitness for a particular purpose, or any
warranty arising out of any proposal, description, specification, course of
dealing, or sample. The Merchant Services are offered solely on an “as is” and
“as available” basis. Bank expressly disclaims any representation or warranty
that the Merchant Services will be uninterrupted or error-free.

17.   INDEMNIFICATION;
LIMITATION OF LIABILITY.

17.1.  Merchant shall indemnify
Bank, including their respective officers, directors, employees, and agents,
against and hold them harmless from any and all claims, demands, settlements,
losses, damages, liabilities, costs and expenses of any kind (including reasonable
attorney’s fees) of any party arising from or based upon any act or omission of
Merchant, Merchant’s employees, Merchant’s designated representatives,
servicers, or agents, in connection with or arising out of this Merchant
Agreement, the duties to be performed by Merchant pursuant to the Merchant
Agreement, any Transactions which Merchant submits to Bank (including
Chargebacks), or Merchant’s violation of the Card Brand Rules or any
requirements of applicable law. If Bank is made a party to any litigation,
proceeding, arbitration, bankruptcy proceeding, or other legal process
(collectively “Actions”) commenced by any third party, Merchant shall
protect and hold Bank harmless from and with respect to the Actions and shall
indemnify such party from and against all costs, expenses, and attorney’s fees,
including in-house legal fees, incurred or paid in connection with the Action,
together with any judgments, settlements, losses, damages or other liabilities.
Merchant shall indemnify, defend, and hold harmless Bank from and against any
hacking, infiltration, or compromise of Merchant’s systems or the systems of
Merchant, Merchant servicers or Merchant’s agent(s), or designated
representatives.

17.2.  Bank will not accept
responsibility for errors, acts, or failure to act by others, including but not
limited to, Merchant servicers, agents, third party suppliers of software,
equipment or services; or, banks, communication common carriers, data processors
or clearinghouses through which transactions may be passed, originated and/or
authorized. Bank will not be responsible for any loss, liability or delay
caused by fires, earthquakes, war, civil disturbances, power surges or
failures, acts of governments, acts of terrorism, labor disputes, failures in
communication networks, legal constraints or other events beyond the control of
Bank. Bank undertakes no duties to Merchant other than the duties expressly
provided for in the Merchant Agreement, and any and all other or additional
duties that may be imposed upon Bank in law or equity are hereby irrevocably
waived and released to the maximum extent permitted by law. In any event, to
the maximum extent permitted by applicable law, Bank’s aggregate liability to Merchant,
whether arising in contract, tort (including, without limitation, negligence
and strict liability) or otherwise, shall not exceed of $10,000.

17.3.  To the
maximum extent permitted by law, Bank will not be liable for special,
incidental, indirect, consequential or exemplary damages or for any
interruption or loss of use, data, business or profits, whether or not such
loss or damages were foreseeable or Bank was advised of the possibility thereof
and regardless of whether any limited remedy herein fails of its essential
purpose.

18.   BANKRUPTCY.

18.1.    Merchant
will notify Bank immediately if any bankruptcy, insolvency or similar petition
is filed by or against Merchant. Merchant acknowledges that this Merchant
Agreement constitutes an executory contract to extend credit or financial
accommodations as defined in 11 U.S.C. §365(c)(2) and that the Merchant
Agreement cannot be assumed or assigned in the event of bankruptcy. In the
event of Merchant’s bankruptcy, Bank shall be entitled to suspend further
performance under this Merchant Agreement.

18.2.    In the
event of a bankruptcy proceeding, Merchant must establish a Merchant Reserve
Account and/or Billing Reserve, or maintain a previously established and
then-current Merchant Reserve Account and/or Billing Reserve in amounts
required by Bank. Bank will have the right to set-off against the Merchant
Reserve Account and Billing Reserve for any and all obligations which Merchant
may owe Bank, without regard as to whether the obligations relate to
Transactions initiated or created before or after the filing of the bankruptcy
petition.

19.   GENERAL
PROVISIONS.

19.1.    Amendments.
Unless otherwise provided for in this Merchant Agreement, Bank may amend this
Merchant Agreement at any time by providing Merchant with 15 days’ prior notice
by: (a) sending Merchant written notice of such amendment as per section 19.2
below, or (b) posting such amendment to SecureGlobalPay’s website as provided
in section 2. The amendment will become effective unless Bank receives
Merchant’s notice terminating this Merchant Agreement before the effective date
of such amendment. Bank may amend this Merchant Agreement upon less than 15
days’ prior notice if Bank reasonably determines immediate modification is
required by requirements of Law, Card Brand Rules or any adverse change in
Merchant’s financial condition. Amendments submitted by Merchant will bind Bank
only if in writing and approved and signed by Bank’s authorized officer(s).

19.2.    Notices. Any
notices or other communications required or permitted by this Merchant
Agreement shall be in writing and shall be delivered either by personal
delivery, by a nationally recognized overnight courier service, electronic mail
or other electronic means, by first class mail or by certified or registered
mail, return receipt requested, addressed as set forth above or to such other
address as any party shall have designated to the others by written notice
given in the manner set forth above. Notices and approvals required under this
Merchant Agreement shall be deemed given: one day after sent, if sent by
overnight courier; when delivered and receipted for, if hand delivered; when
received, if sent by facsimile, electronic mail or other electronic means or by
first class mail; or when receipted for (or upon the date of attempted delivery
where delivery is refused or unclaimed), if sent by certified or registered
mail, return receipt requested.

19.3.    Assignment. The
Merchant Agreement is binding upon the successors and assigns of Bank and
Merchant. Merchant will not assign or transfer (including by merger, change of
control or operation of law) the Merchant Agreement (in whole or in part) to
another person or entity without Bank’s prior written consent and any purported
assignment made without Bank’s consent will be void.

19.4.    Waiver. Bank’s
failure to enforce this Merchant Agreement will not waive Bank’s rights under
this Merchant Agreement. Waivers of any provision of this Merchant Agreement
must be in writing and signed by Bank. A waiver in one instance will not apply
to other occasions unless that intent is clear from the signed waiver.

19.5.    Agency
Relationship. Merchant authorizes Bank with respect to the Services to act
as Merchant’s agent for the limited purposes of holding, receiving, and
disbursing funds on Merchant’s behalf. Merchant’s authorization permits Bank to
generate an electronic funds transfer to process each Transaction. This
authorization will continue until Merchant’s SecureGlobalPay Account is closed
or terminated. Merchant agrees that Bank’s receipt of Transaction proceeds
satisfies Merchant’s customers’ obligations to Merchant. Bank will remit to
Merchant funds actually received by Bank on Merchant’s behalf, less amounts
owed to Bank, subject to any Chargebacks or reserve withheld or applied as per
this agreement.

19.6.    Survival. Sections
2, 3, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 16, 17, 19.1, 19.2, 19.3, 19.4, 19.9,
19.10, and 19.11 will survive termination of the Merchant Agreement.

19.7.    Severability. If
any one or more of the provisions contained in this Merchant Agreement shall in
any jurisdiction be held or determined by a court having jurisdiction to be
invalid, illegal or unenforceable for any reason, such provision shall be
deemed modified so as to be enforceable to the maximum extent permitted by law
consistent with the intent of the parties as herein expressed, and such
invalidity shall not affect the remaining provisions of this Merchant
Agreement, which shall continue in full force and effect.

19.8.    No
Remedies Exclusive. No right or remedy granted pursuant to the terms of this
Merchant Agreement shall be deemed to be exclusive of any other right or remedy
available at law or equity. All such rights and remedies, whether granted now
or hereafter, shall be deemed to be cumulative and not alternative, and may be
exercised concurrently, independently or successively.

19.9.    Governing
Law and Venue. The laws of State of Utah (without regard to its conflicts of
law provisions) govern all matters arising out of or relating to this Merchant
Agreement. The parties consent to the exclusive jurisdiction and venue of
the federal or state courts located in Salt Lake County, Utah for any legal
proceeding pertaining to this Merchant Agreement. All performances due and
Transactions undertaken pursuant to this Merchant Agreement are deemed to be
due or to have occurred in the City of Lehi, Utah County, State of Utah, and
the use of the Merchant Services by Merchant is the transaction of business
within the State of Utah.

19.10.    Jury
Trial Waiver. The parties waive any right to trial by jury in
any action arising out of, in connection with, or in any way related to this
Merchant Agreement.

19.11.      Attorney’s
Fees. The prevailing party in an action brought against the other to
enforce the terms of this Merchant Agreement or any rights or obligations
hereunder, will be entitled to receive its reasonable costs and expenses of
bringing such action including its reasonable attorney’s fees in addition to
any other recoverable damages.

19.12.    No
Third party Beneficiaries. This Merchant Agreement is for the exclusive
benefit of the parties, and no other person or entity, including any affiliate
or creditor of any party, shall have any right or claim against any party by
reason of this Merchant Agreement or shall be entitled to enforce any provision
of this Merchant Agreement against any party.

19.13.    Entire
Agreement. This Merchant Agreement constitutes the entire agreement among
the parties, and supersedes all prior oral and written negotiations with
respect to the subject matter hereof.

19.14.    Headings.
Headings listed in this Merchant Agreement are inserted for convenience only,
do not constitute a part of this Merchant Agreement, and are not to be
considered in connection with the interpretation or enforcement of this
Merchant Agreement.

19.15.    Review
of Books and Records. Bank shall have the right, at its cost and expense and by
providing not less than 30 days’ prior written notice to Merchant, to review
those books and records of Merchant that pertain to the performance by Merchant
of its obligations under this Merchant Agreement, for the purpose of confirming
or assessing compliance with the terms and conditions of this Merchant
Agreement. Any such review shall be conducted during normal business hours at a
place reasonably designated by Merchant.

19.16.    Counterparts. The
parties agree that this Merchant Agreement may be executed (a) in one or more
counterparts, each of which will be deemed an original and all of which
together will constitute one and the same agreement; and (b) by using an
electronic or handwritten signature, which are of equal effect, whether on
original or electronic copies.

EXHIBIT
A

AUTHORIZATION
FOR TRANSACTIONS WITHOUT PROTECTPAY

1.      CARDHOLDER
INFORMATION. Merchant will identify the cardholder when accepting payment
for products sold or services rendered. As part of the cardholder
identification process, Merchant will obtain the expiration date,
and ZIP Code or Postal Code from the cardholder's billing
address. Merchant will not honor any
Card if: (a) the Card has expired; or, (b) the account number embossed on the
Card is listed on a current Electronic Warning Bulletin file.

2.      AUTHORIZATION

2.1   Authorization
required for all Transactions. Merchant will obtain authorization via SecureGlobalPay's web
site, touch-tone phone system, Merchant Application Program Interface (“API”)
or other method acceptable to SecureGlobalPay prior to completing any
Transaction. Merchant will follow any instructions received during the
authorization process. Upon receipt of authorization, Merchant may
consummate only the Transaction authorized and must note on the Merchant’s
record of cardholder purchase the authorization number. Where
authorization is obtained, Merchant will be deemed to warrant the true identity
of the customer as the cardholder. Transactions will be deemed invalid on
Cards that are expired, whether or not an authorization has been
obtained. Merchant must obtain the Card expiration date
and forward it as part of the authorization request.

3.      PRESENTMENT
OF SALES TRANSMITTALS

3.1   Forms.
Merchant will transmit to SecureGlobalPay necessary information to document
each Transaction. Each Transaction will contain: (a)
Merchant name and account identifier; (b) the Card expiration date;
and, (c) the total amount of the sale (including any applicable taxes) or
credit Transaction. SecureGlobalPay may also require addition information, such
as: (a) zip code of customer’s billing address; (b) CVV2 code or the
equivalent; (c) a brief description of the goods or services involved; (d) the
Transaction authorization number; and, (e) if applicable, adjacent to the
signature line, a notation that all sales are final.

3.2   Delivery
and Retention of Transactions. Merchant will retain the merchant copy of
the Transaction or credit memorandum for at least 25 months following the date
the Merchant initiates the Transaction. When Merchant retains this
information, Merchant must do so in accordance with the applicable Card Brand
Rules, security and confidentiality requirements as referenced in the Merchant
Services Agreement.

3.3   Electronic
Transmission. Merchant will enter at the SecureGlobalPay web site, or
transmit via API to SecureGlobalPay, the data related to a Transaction no later
than 72 hours from the date the Merchant initiates the
Transaction. Information regarding a sales or credit Transaction
transmitted with a computer or magnetic stripe reading terminal will be
transmitted by Merchant to SecureGlobalPay or its agent in the form SecureGlobalPay
from time to time specifies, or as required under Card Brand Rules. If SecureGlobalPay
requests a copy of a Transaction, Merchant’s record of return or refund to be
credited to cardholder’s account (“Credit Voucher”) or other Transaction
evidence, Merchant will provide it within three (3) business days following the
request. Merchant acknowledges that SecureGlobalPay shall have Chargeback
rights with respect to any Transaction or Credit Voucher for which Merchant
fails to provide such documents within such time period.

EXHIBIT
B

API
LICENSE AGREEMENT

1.      Purpose. SecureGlobalPay
owns and operates a proprietary payment network. SecureGlobalPay has developed
the API, which is for use by Merchant to build software applications that
interface with or otherwise communicate with SecureGlobalPay’s payment network.
SecureGlobalPay provides this license to Merchant to enable Merchant’s
interaction with SecureGlobalPay’s payment network via SecureGlobalPay’s API.
All elements of SecureGlobalPay’s API and Merchant’s specific Authorization
Information (as defined below) will constitute the (“Licensed Materials”).

2.      License
Grant. Subject to the terms and conditions of this license and the
Merchant Agreement it is attached to, SecureGlobalPay grants to Merchant a
nontransferable, nonexclusive, non-sublicense-able, limited license to use the
Licensed Materials solely in accordance with this license. Merchant may do the
following under this license:

2.1   Sign
up users for payment and/or merchant accounts;

2.2   Transfer
money, including commission payments, between SecureGlobalPay accounts;

2.3   Take
action against payment cards consisting of authorizing, capturing, voiding, and
refunding transactions;

2.4   Initiate
SpendBack transactions;

2.5   Initiate
SplitPay transactions; and

2.6   Make
informational requests regarding SecureGlobalPay accounts, subject to system or
API limitations.

Any
combination of subsections 2.1–2.6 above will be deemed a “Permitted Use.”
A Permitted Use is subject to all restrictions identified herein. SecureGlobalPay
shall provide to Merchant confidential data which is specific to Merchant that
will permit Merchant to access and use the API (“Authorization Information”).
The Authorization Information is the property of SecureGlobalPay and may be
immediately revoked or terminated by SecureGlobalPay if Merchant shares the
same with any third party (other than Third party Service Providers from
Merchant), if compromised by a third party, or if Merchant uses or accesses the
API in any way not expressly permitted or granted under this license.

3.      Restrictions. SecureGlobalPay
reserves all rights in the Licensed Materials not expressly granted herein.
Except as expressly provided herein: (a) Merchant shall not copy, nor allow
others to copy, any of the Licensed Materials; (b) Merchant shall not sell,
assign, pledge, lease, deliver, sublicense or otherwise transfer the Licensed
Materials or any part thereof to any third party; (c) Merchant shall not
disclose to any third party or permit any third party to have access to or use
the Licensed Materials or any part thereof; (d) Merchant shall not modify,
alter or change the Licensed Materials or any part thereof, or develop any
diagram, drawing or other documentation based on the Licensed Materials or the
information contained therein; (e) Merchant shall not use the Licensed
Materials to develop, manufacture, modify or reproduce any other product or
service that it has reason to know, or is notified by SecureGlobalPay, that
competes with any SecureGlobalPay product or service manufactured and/or
distributed by or for SecureGlobalPay; (f) Merchant may not reverse engineer
the Licensed Materials; (g) Merchant may not distribute, facilitate, enable, or
allow access or linking to SecureGlobalPay’s payment network from any location
or source other than Merchant’s Website; and (h) Merchant shall not permit or
enable third parties to copy or obtain SecureGlobalPay data from Merchant’s
Website in any unauthorized manner including, but not limited to, the use of
using robots, spiders, scraping, or any other technology. Notwithstanding the
foregoing, Merchant may disclose the Licensed Materials to any third party
service provider for the sole purpose of accomplishing a Permitted Use of this
license provided that said third party agrees in writing to be bound by all the
terms and conditions of this license.

4.      Ownership
of Licensed Materials. Merchant acknowledges and agrees that all
right, title and interest in and to the Licensed Materials and all patents,
copyrights, trademarks, trade names, trade secrets and other proprietary rights
related to or residing in the Licensed Materials, and all copies of all or any
part thereof in any form whatsoever, will remain with SecureGlobalPay. Merchant
understands and agrees that the Licensed Materials contain trade secrets of SecureGlobalPay
that must be kept confidential. Merchant shall promptly notify SecureGlobalPay
of any actual or threatened misappropriation or infringement of SecureGlobalPay’s
proprietary rights which may come to Merchant’s attention.

5.     Proprietary
Notices. Merchant shall not remove from the Licensed Materials, or
alter, any of SecureGlobalPay’s trademarks, trade names, logos, patent or
copyright notices, or other notices or markings, or add any other notices or
markings to the Licensed Materials, without the prior express written consent
of SecureGlobalPay. Merchant shall duplicate all such proprietary rights
notices on each copy of the Licensed Materials permitted to be made hereunder.

8.      Breach. Merchant
understands that if it fails to comply with the provisions of this license, SecureGlobalPay
will suffer irreparable harm, which may not be adequately compensated for by
monetary damages alone. Merchant, therefore, agrees that in the event of its
breach or threatened breach of this license, SecureGlobalPay will be entitled
to monetary damages as well as injunctive and/or other preliminary or equitable
relief, in addition to any other remedies as available by law.

EXHIBIT
C

AMERICAN
EXPRESS® CARD ACCEPTANCE

This
Exhibit applies only if Merchant accepts American Express Cards. If there is a
conflict between any of the following sections and any other section of the
Terms and Conditions as they apply to American Express Cards, the following
sections will govern. Bank is not a party to the following sections.

1.      American Express Compliance. Sponsored Merchant agrees to comply with all American Express Card Brand Rules, Applicable Laws, rules and regulations, including the American Express Merchant Operating Guide requirements, which are incorporated into this agreement by reference as if they were fully set forth in the Merchant Agreement. The American Express Merchant Operating Guide may be viewed at: americanexpress.com/merchan-top-guide. Any undefined capitalized terms set forth in this section have the meanings given to them in the American Express Merchant Operating Guide.

2.      High
Charge Volume Sponsored Merchants. In the event that
Sponsored Merchant’s estimated annual American Express charge volume becomes
$1,000,000 USD or greater, Sponsored Merchant may, at the discretion of SecureGlobalPay
and American Express become a direct Card-accepting merchant under the standard
American Express acceptance program and cease to be a sponsored Merchant under
Merchant Services Provider.  As a direct Card-accepting merchant,
Sponsored Merchant will be bound by the then-current American Express Card
acceptance agreement and American Express’s discount and other fees and
assessments shall apply.

3.      Processing
Restrictions. Sponsored Merchant is prohibited from processing
Transactions or receiving payments on behalf of, or (unless required by law)
re-directing payments to any other party.

4.      Third
party Beneficiary Rights.

a.      Sponsored
Merchant confers on American Express the beneficiary rights, but not
obligations, to the Sponsored Merchant’s Merchant Agreement and subsequent
addendums (collectively the “Merchant Agreement”) between Sponsored Merchant
and Payment Service Provider  and, as such, American Express has the
express right to enforce the terms of the Merchant Agreement against the
Sponsored Merchant.

b.      Sponsored
Merchant warrants that it does not hold third party beneficiary rights to any
agreements between Payment Service Provider  and American Express and
at no time will attempt to enforce any such agreements against American
Express.

5.      American
Express Liability. SPONSORED MERCHANT ACKNOWLEDGES AND AGREES
THAT IN NO EVENT SHALL AMERICAN EXPRESS, ITS AFFFILIATES, AGENTS, SUCCESSORS,
OR ASSIGNS BE LIABLE TO SPONSORED MERCHANT FOR ANY DAMAGES, LOSSES, OR COSTS
INCURRED, INCLUDING INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, SPECIAL,
PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (WHETHER BASED ON CONTRACT, TORT,
INCLUDING NEGLIGENCE, STRICT LIABILITY, FRAUD, OR OTHERWISE, OR STATUTES,
REGULATIONS, OR ANY OTHER THEORY), ARISING OUT OF OR IN CONNECTION WITH THE
MERCHANT AGREEMENT.

6.      Merchant
Website Display Requirements. Merchant will
adhere to the following website information display guidelines in the event a
Merchant has a website and/or operates an e-commerce business (“Merchant
Website”). The Merchant Website must display the following:

a.      An accurate
description of the goods/services offered, including the currency type for the
Transaction (e.g., U.S. Dollars). Note: Transaction currency must be in U.S.
Dollars.

b.      Merchant's
physical address in the U.S.

c.      An
email address or telephone number for customer service disputes.

d.      Return/refund
policy.

e.      A
description of the Merchant's delivery policy (e.g., no overnight delivery).

f.       A
description of the Merchant's security practices (e.g., information
highlighting security practices the Merchant uses to secure Transactions on its
systems, including Transactions conducted on the Internet).

g.      A
statement of known export restrictions, tariffs, and any other regulations.

h.      A
privacy statement regarding the type of personal information collected and how
the information is used. Additionally, Merchant must provide to customers the
option to decline being included in marketing campaigns or having their
personal information included on lists sold to third parties.