CHARGEBACK MANAGEMENT SERVICE
AGREEMENT TERMS OF SERVICE

All capitalized terms not otherwise defined herein will have the meaning ascribed to them section 10.10 to this Agreement. The Service Terms hereby memorialize the terms and conditions under which we will provide you the Services. Please read these Service Terms carefully as your signature as referenced in your Service Agreement manifests your acknowledgement and assent to the material terms of our agreement re the Services. Your continued use of the Services constitutes a legally binding contract governed by these Service Terms.

RECITALS

WHEREAS, CBG provides risk management for merchants related to such merchants' sales processed through electronic payment processing providers.  Specifically, CBG's services assists merchants in addressing disputes by a merchant's customers related to such electronic transactions.  These services are detailed further in Section 10.10 hereto; and

WHEREAS, Merchant offers legitimate and lawful products and/or services to its customers and allows customers to pay for such products and/or services using electronic payment methods, including credit cards and debit cards. Merchant desires to utilize the Services by entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing, specifically incorporated herein, and the mutual promises and agreements hereinbelow, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby mutually acknowledged with the intent to be legally bound, the Parties agree as follows:

1. SERVICES. During the Term of this Agreement as defined below, you are hereby granted a non-exclusive, non-transferrable, limited right to use the Services, so long as you are current in paying all applicable Fees (in accordance with Section 3 below), subject to any and all restrictions (a) contained herein and/or (b) communicated to you by us in the future in accordance with the terms herein. You further agree that you will comply, at your expense, with all Applicable Laws. You shall not use the Services in any manner, or in furtherance of any activity that may cause us to be subject to investigation, prosecution or legal action by any such governmental authorities for an alleged violation of Applicable Laws. We reserve the right to amend, modify or change our policies, procedures and guidelines subject to commercially reasonable notice, if required, and you shall comply with all current policies, procedures and guidelines governing the Services.

2. DUTIES, DATA SECURITY, COLLECTION, TRANSFER AND RETENTION.

            2.1        OUR DUTIES. Subject to these Service Terms, we will (a) use commercially reasonable efforts to provide the Services in a timely manner, including but not limited to, electronic monitoring, retrieval, transmission and presentation of Data in compliance with applicable industry standard chargeback arbitration procedures using encryption protocols; (b) upload and use your Data for the sole purpose of populating our systems and performing the Services; and (iii) consistent with the transmission of Data for the purposes contemplated by this Agreement, take reasonable steps calculated to segregate and maintain the strict confidentiality of all such Data during and after the term of the Agreement.  CBG accepts your Data "as-is" and on an "as available" basis.

            2.2       YOUR DUTIES. You shall immediately provide us with access to necessary Data and/or databases housing such information.  You shall also maintain and update our access protocols as required to ensure our timely provision of the Services. You further agree to authorize your credit card payment processor(s) to provide us with unrestricted remote access to your Data wherever it may be stored, including but not limited to your payment gateway provider, chargeback portal, customer relations management software ("CRM"), and any other situs (collectively referred to as "Data Storage Site") where we may obtain necessary Data we need and use in providing Services. You also give us the right to act on your behalf to communicate with any person to assist in Chargeback and Retrieval Request resolution. You agree to notify us of all new merchant accounts created in your name, within one (1) week of a merchant account’s activation. Such notification must be electronically delivered in a manner directed by us in our current provision of the Services. If you fail to timely provide such access during the Term, we shall not be held accountable for any Chargeback not timely disputed due to our inability to access all your necessary Data to provide the Services. We will notify you about any login/access issues via email as described herein. Such access issues must be rectified within two (2) business days of our e-mail notice.

            2.3       TREATMENT OF DATA. You understand and agree that we will (a) collect, retain, and use information and Data collected from you in accordance with Applicable Laws, (b) keep such collected Data confidential, (c) share such collected Data only with our employees and technology partners, and (d) use collected Data only to perform the Services.

            2.4       CONSENT. You hereby acknowledge and consent, as a condition of your enrollment in and use of the Services, to the collection, use, processing and transfer of Data (including Data with respect to your customers) as described in this Section 2 and our Privacy Policies. In evaluating your eligibility for, and our provision, administration and management of the Services, as well as under additional circumstances described in our Privacy Policy that may be changed from time to time, you authorize us to obtain various reports about you from third parties to confirm your identity as required by Applicable Laws.

            2.5       COMPLIANCE. You shall, at all times this Agreement is in effect, strictly comply with all applicable and then-current Applicable Laws which for the purposes of this Agreement including without limitation those issued by the United States, any state and/or municipal authority, Card Association, the United States Federal Trade Commission, the Payment Card Industry's Data Security Standards (PCI-DSS), the United States Department of Justice and any other applicable governing body, including all applicable laws and regulations governing the collection, retention and use by you of credit card and other financial information. You further agree that you will comply with all our security protocols, notices and safeguards in effect during the Term. You represent and warrant that you have taken such actions as necessary to ensure that your Data is protected and that your Data Storage Sites are secure from breach, intrusion or compromise by any unauthorized third parties. In the event that your system is breached and an unauthorized third-party obtains access to or has accessed Data, you shall notify the designated parties as required under any Applicable Laws or industry guidelines and shall immediately notify us of such breach as well as take such prompt action and precautions as necessary to prevent any continuous or additional breach.

            2.6       ACCURACY AND RETENTION OF DATA. You agree that you are solely responsible for (a) verifying the accuracy and completeness of all Data submitted to us associated with your use of the Services, and that all corresponding funds are accurately processed, and (b) compiling and retaining permanent records of all Data for your reference. Except as otherwise provided herein, we shall have no obligation to store, retain, report or otherwise provide any copies of or access to any records of Transactions or other Data collected or processed by us. You hereby acknowledge and agree that upon termination of the Agreement, we shall have no obligation to provide you with any Data.

            2.7       SERVICE COMMITMENT. You agree to provide us access to your Data Storage Sites to extract business records necessary to fight Chargebacks assessed against you i.e. recover your lost revenue. Delay in providing us all necessary login credentials to your Data Storage Sites will delay your go-live date. If you don’t provide us such access and would like us to communicate with you via email to obtain business records required to perform the Services, an additional service charge of five dollars ($5.00) per Chargeback Representment will be added. You also agree to provide us all required business records within one (1) business day from day we request such business records which in no event shall be less than eight (8) days prior to the deadline for us to submit such business records to the Card Associations (the "Document Submission Deadline"). If such business records are not provided within one (1) business day or by the Document Submission Deadline, you will still be billed at the regular chargeback rate listed in Section 3 below.

            2.8       TAXES. You shall pay and hold us harmless from (a) any sales, use, excise, value-added, income or similar tax or duty and any other tax and all government permit fees which we may incur with respect to this Agreement and as applicable in a given jurisdiction. Such taxes, fees and duties paid by you shall not be considered a part of, a deduction from, or an offset against, payments due to us hereunder.

3. FEES AND PAYMENTS.

            3.1       FEES FOR SERVICES. You agree to pay to us the Fees on or before the invoice date unless subsequently modified according to these Service Terms or in writing on mutually agreed terms. The Fees are due no later than the 3rd day from the date of the invoice (the “Due Date”). Notice of any future changes to your Fees and pricing hereunder may be provided directly to you (electronically or by other reasonable means). We reserve the right to suspend or cancel your use of the Services in the event any Fees due and owing to us by you remain unpaid for longer than three (3) days after the Due Date. If you are billed indirectly for some or all the Fees through your payment processor, payment gateway provider, independent sales organization ("ISO"), or other 3rd party intermediary (each a "Payment Intermediary"), you agree to pay all Fees in accordance with the then-current payment terms of such intermediary, as may be updated or amended from time to time. We reserve the right to modify our billing and collection process and/or assign or assume such billing responsibilities to or from a Payment Intermediary after reasonable notice to you. We will not refund Fees related to duplicate alerts under any circumstance.

            3.2        OTHER FEES AND CHARGES. You shall incur an administrative charge in the amount of 10% (ten percent) of any amounts due to us by you under this Agreement that are not paid in accordance with this Section 3. In addition, you shall be subject to a finance charge equal to one and one-half percent (1.5%) per month or the highest rate allowable by law, whichever is less, determined and compounded daily from the Due Date until the date you satisfy such delinquency. Payment of such administrative charge(s) and finance charge(s) will not excuse or cure any breach or default for late payment. We may accept any form and amount of payment from you without prejudice to our rights to recover the balance due or to pursue any other right or remedy in law or equity. No endorsement or statement on any check or other form of payment or any correspondence accompanying any check or other form of payment or elsewhere will be construed as an accord or satisfaction. On each occurrence when we are unable to collect Fees from you for any reason, including but not limited to reasons such as insufficient funds in account, closed account, or any other negative response, we may charge you a Return Payment Fee in the amount currently in effect under the Agreement. You agree to pay all costs and expenses, of whatever nature, including reasonable attorneys' fees, incurred by us or on our behalf in connection with the collection of any unpaid charges and Fees.

            3.3       MERCHANT'S PAYMENT.  Merchant hereby agrees to satisfy invoices issued by CBG by ACH debit or credit card charge initiated CBG pursuant to the above Recurring Credit Card Charge Agreement or ACH Authorization, as applicable.

            3.4       PROFESSIONAL SERVICES. You may engage us for professional services, in addition to the Services, such as data entry services, business risk and vulnerability assessment, business expansion consultation, merchant account/gateway setup, consultation etc. Data entry services will be billed at twenty-five dollars ($25.00) per hour/invoiced in thirty (30) minute increments. All business consulting services will be billed at two hundred fifty dollars ($250.00) per hour/invoiced in thirty (30) minute increments. Payments for professional services are due immediately after we render any such service. Pre-payment may be needed for non-established Clients or Clients who have been in a business relationship with us for less than six (6) months.

            3.5       PERSONAL GUARANTY. If you are a corporation, limited liability company, general or limited partnership, or other artificial entity, the principals hereby personally and unconditionally guarantee punctual payment for your use of the Services pursuant to the terms herein. The undersigned guarantor waives diligence, demand for payment, extension of time for payment, notice of acceptance of this guaranty, and indulgences and notice of every kind, and consents to any and all forbearances and extensions of the time for payment or performance under this Agreement and to any and all changes in the terms of this Agreement. We may enforce this guaranty without first resorting to or exhausting other remedies provided by the Agreement or Applicable Laws. Guarantor agrees to pay all reasonable attorney's fees and costs we incur in enforcing this guaranty. Guarantor signs this Guaranty in consideration of our willingness to enter into this Agreement with Merchant.

4. TERM; TERMINATION.

            4.1       TERM. The term of the Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated pursuant to this Section 4.

            4.2       YOUR FINANCIAL OBLIGATIONS FOLLOWING TERMINATION BY YOU. Subject to any provision contained herein for early termination of this Agreement, this will continue thereafter for an initial term of one (1) year (the “Initial Term”). After the expiration of the Initial Term (and any renewal term thereof), this Agreement will renew automatically for consecutive additional six (6) month terms (a “Renewal Term”).  You may terminate this Agreement, unilaterally and without cause, at the expiration of the Initial Term or at any time during any Renewal Term of this Agreement, upon no less than thirty (30) days’ prior written notice to CBG. This Agreement commences either (1) from the date of your execution if you select a Services plan with no monthly minimum amount associated or (2) when you first receive the Services for selected Services plans with a monthly minimum charge. If you select a Services plan with a monthly minimum charge such amount shall be due beginning the month following the execution of the Agreement regardless of whether you utilize such Services. You may elect to terminate only a portion of a Services plan you have selected, or we provide you (for example your cancellation of our Chargeback Representment Services but not our Alerts Services) according to the subsections below. Additionally, if you terminate all or a portion of the Services under this Agreement prior to the expiration of the Term, the Parties agree that CBG’s actual damages, in the event of your default or early termination of this Agreement, would be difficult of definite ascertainment because of the uncertainties of market between the effective date of this Agreement and the date of such breach, and because of differences of opinion with respect thereto, and the Parties therefore agree that such amounts as further detailed below are, as to each of them, reasonable as liquidated damages based on the following:

                        4.2.1     TERMINATION BY YOU OF CHARGEBACK REPRESENTMENT PROGRAMS. 

                                    4.2.1.1 TERMINATION OF CHARGEBACK REPRESENTMENT PROGRAM.  You may terminate your use of our Chargeback Representment Services by providing us written notice thirty (30) days prior to the end of the current Term. The liquidated damages we assess for your early termination of our Chargeback Representment Services is equal to twenty dollars ($20) per the monthly average of Retrieval Request and Chargeback received to your merchant account(s), whether for Retrieval Requests, Chargebacks that you accept (i.e. agree not to represent or dispute) or that we have already represented to the Card Associations on your behalf, for the six (6) month period prior to such termination multiplied by the months remaining in the then current Term.

                                    4.2.1.2 TERMINATION OF A PERFORMANCE BASED CHARGEBACK REPRESENTMENT PROGRAM.  If you select and use our Chargeback Representment Services on a performance basis (a "Performance Program"), and intend to terminate such Performance Program prior to the end of the Term, you must provide us a ninety (90) day written notice of termination prior to the end of the current Term. Any proceeds you receive following termination of a Performance Program resulting from our Services shall be subject to payment by you of our negotiated pro-rata revenue share

indicated in the Application above. Following the Performance Program’s termination, for a period of one-hundred-twenty (120) days (the “Post Termination Period”), you will maintain the authorization you previously granted to us, and we will continue to be entitled to, access your Data, including your Retrieval Request and Chargeback data, wherever located but including all known and applicable electronic databases and platforms required by us to continue to perform the Services. Your failure to provide/authorize such access during the Post Termination Period shall result in a liquidated damage payable by you to us in an amount equal to twenty dollars ($20) per Retrieval Request and Chargeback received to your merchant account(s) in the month with the greatest number of Retrieval Requests and Chargebacks over the last twelve (12) months you received the Services, whether they were Chargebacks that you accepted (i.e. agree not to represent) or those we represented to the Card Associations on your behalf for the ninety (90) day period following your termination notice.

                        4.2.2     TERMINATION BY YOU OF ALERT SERVICES. Your use of our Verifi Alert or Ethoca Alert Services (collectively the "Alert Services") is valid for the Term. You may terminate your use of the Alert Services by providing us ninety (90) days' written notice. We do not assess a fee for such termination regardless of when made, but you will continue to be charged and then invoiced for all Alerts you receive hereunder until the date the Alert Services terminate.  In the event you retract your authorization to us to receive or access your Data needed for us to perform the Alert Services shall result in a liquidated damage payable by you to us in an amount equal to forty dollars ($40) per Alert received to your merchant account(s) in the month with the greatest number Alerts over the last twelve (12) months you received the Alert Services for a three (3) month period.

            4.3       TERMINATION BY US. We may terminate this Agreement and/or your use of the Services, and any portion thereof, immediately, at any time, without advance notice and without liability, including without limitation due to your breach or default of any obligation set forth herein or if we determine, in our sole and absolute discretion, that your business practices are detrimental to our goodwill in any way. In such event, we shall provide you with a written or electronic notice of termination.

            4.4       TERMINATION BY A THIRD-PARTY. In the event we are notified by a third-party, including a court of competent jurisdiction, governmental body or authority, Acquiring Bank or a Card Association that you are no longer entitled to receive payment Data for any reason whatsoever, we may suspend and/or terminate provision of a part or all of the Services you are then receiving and/or this Agreement without notice and without liability. If such an event leads to our immediate termination of the Agreement, you agree to pay us a liquidated damage equal to the gross amount of all invoices we have delivered to you for use of the Services for the six (6) month period prior to such termination.

            4.5        OTHER EVENTS OF TERMINATION.  This Agreement, and hence our obligation to deliver the Services, shall immediately terminate in the event a Party (i) is deemed insolvent, enters receivership, files for bankruptcy protection or any other proceedings related to the settlement of its debts, (ii) makes a general assignment of its assets for the benefit of its creditors, or is legally dissolved.

            4.6       EFFECT OF TERMINATION AND SURVIVAL. Upon termination of this Agreement for any reason whatsoever, all rights and interests thereunder shall be extinguished and shall be given no further force nor effect except that (i) all accrued and future payment obligations hereunder, including any and all Fees, finance charges and related fees and charges, shall survive such expiration or termination; and (ii) the provisions of the Agreement relating to confidentiality, warranties, limitation of liability, indemnification, governing law, severability, headings and this paragraph shall survive termination or expiration of this Agreement.

5. INTELLECTUAL PROPERTY, PROHIBITION AGAINST REVERSE ENGINEERING. You agree that CBG and its Affiliate Partners own and retain all right, title and interest in and to the Services, Trademarks, copyrights, technology and any related technology utilized under or in connection with this Agreement, including but not limited to all intellectual property rights associated therewith. You further acknowledge and agree that no title to or ownership of any of the foregoing is granted or otherwise transferred to you or any other entity or person under this Agreement. You shall not, nor shall any related person, reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets that comprise the Services or related technology. Except as authorized in the Agreement, you shall not take any actions inconsistent with our ownership of Trademarks and any associated registrations or attack the validity thereof. You shall not use Trademarks in any manner that would indicate you are using such Trademarks other than as our licensee nor assist any third-party to do any of the same.

6. CONFIDENTIAL INFORMATION; NON-DISCLOSURE; PRESERVATION AND USE.

            6.1       As part of the Agreement, a party may have access to certain information and materials belonging to the other party of a non-public, confidential, or proprietary nature, and information, whether oral or written or via computer disk or electronic media, which is made available to the other party that is expressly identified as “confidential” by the Disclosing Party. Such information and materials, in whole or in part, whether oral or written or via computer disk or electronic media, together with analyses, compilations, studies or other documents or materials, which contain or otherwise reflect or are generated from such information, is herein referred to as the “Confidential Information.” Neither party shall disclose any Confidential Information received from the other party during the Term and for a period of five (5) years following termination of this Agreement. For the purposes hereof, a party receiving Confidential Information shall be referred to herein as the “Receiving Party” and a party providing Confidential Information shall be referred to herein as the “Disclosing Party.”

            6.2       A Receiving Party shall hold and maintain Confidential Information in the strictest confidence and for the sole and exclusive benefit of the Disclosing Party. Confidential Information shall not, without the prior written consent of the Disclosing Party, be disclosed or used by the Receiving Party other than solely in connection with performance of this Agreement, the extent of which will be agreed upon by both Parties. The Receiving Party has no authority to transfer or make Confidential Information, including customer information, available for its own use or for any other use unless specifically allowed by the Disclosing Party in writing.

            6.3       With the exception of customer data, which shall be protected in all circumstances, Confidential Information shall not include that which (a) is or becomes publicly known through no fault of the Receiving Party; (b) is learned by the Receiving Party from a third-party entitled to disclose such information; (c) is previously known to the Receiving Party before receipt from the Disclosing Party; or (d) is developed by or for the Receiving Party independently of the Confidential Information.

            6.4       You agree that no Confidential Information regarding CBG will be used by you in any manner which might be construed by us to be competitive with or detrimental to our existing or projected business operations. In the event the Receiving Party becomes legally compelled to disclose any Confidential Information belonging to the Disclosing Party, the Receiving Party will provide notice thereof so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Receiving Party shall furnish only that portion of the Information which is legally required.

            6.5       Upon expiration or termination of this Agreement, a Receiving Party shall return or verify it has destroyed all items, physical or electronic, containing a Disclosing Party's Confidential Information furnished to or obtained by the Receiving Party under the Agreement.

7. REPRESENTATIONS AND WARRANTIES.

            7.1       MUTUAL REPRESENTATIONS AND WARRANTIES. Each party hereby mutually represents and warrants to each other party that (a) this Agreement constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms; (b) the party's obligations under this Agreement do not violate any law or breach any other agreement to which such party is bound; (c) it has all necessary right, power and ability to execute this Agreement and to perform its obligations therein; and (d) no authorization or approval from any third-party is required in connection with such party’s execution, delivery or performance of this Agreement.

            7.2        MERCHANT REPRESENTATIONS AND WARRANTIES. You represent and warrant to us that you are engaged in a lawful business and are duly licensed to conduct such business under the laws of all jurisdictions in which you reside and conduct business. You further represent and warrant that all statements made by you in the Agreement, or in any other document relating hereto by you or on your behalf, are true, accurate and complete in all material respects. You hereby authorize us to investigate and confirm the information submitted by you herein. For that purpose, we may utilize credit bureau/reporting agencies and/or our own agents. You will comply with all Applicable Laws. Applicable Laws shall specifically include but not be limited to the Payment Card Industry's Data Security Standard (PCI-DSS), the Gramm-Leach-Bliley Act, NACHA rules and any other regulatory body or agency rules and regulations having jurisdiction over the subject matter hereof or any association recognized within the applicable industry. You will comply with all material terms of the then Service Terms. Accordingly, you will not provide your login material, or any other material associated with our provision of the Services, to third parties, including, but not limited to competitors, unaffiliated associates, or outside vendors.

            7.3       INTELLECTUAL PROPERTY. We are and shall continue to be the sole owner of all rights, title, patents, copyrights, trademark and other proprietary rights in connection with the Services and no license is hereby granted, assigned or implied to be granted to you by us for any reason including your use of or access to the Services. Except as set forth in this Agreement or otherwise expressly agreed to in writing by the Parties, nothing in this Agreement will be deemed to grant or assign to either party any ownership rights, license rights, or interests of any kind in the other party’s products, services or technology or in the other party’s intellectual property or proprietary rights.

            7.4        CBG's REPRESENTATIONS AND WARRANTIES. We represent and warrant that the Services will substantially conform to Applicable Laws and shall be provided in a timely manner that is commercially reasonable. Though we will use all commercially reasonable efforts to provide you the Services, we make no specific guarantees regarding the success of our Chargeback Representment Services or our general success rate related thereto. Further, we make no guarantees as to when or if any specific funds will be returned to you in the event of a successful or unsuccessful Chargeback Representment. You acknowledge that we will not be responsible for any issues arising from a Retrieval Request that becomes a Chargeback because your failure to timely provide the necessary Data for us to perform a Chargeback Representment. You acknowledge that the Services are designed for delivery and use vis-à-vis the Internet, specifically using certain third-party programs, including, without limitation, certain Internet browser software programs. You will look solely to the developers and manufacturers of such programs about warranty, maintenance or other support regarding the same. We make no warranty, express or implied, about any such third-party software. You may not rely on the representation or warranty regarding any third-party’s provision of the Services in contravention of the foregoing statements, including representations or warranties of any such Third-Party Service Provider or Affiliate Partner. In the event of a breach of the foregoing warranty, we shall use commercially reasonable efforts to repair, or at our option replace, the affected Services.

You acknowledge that we do not warrant that such efforts will be successful. If our efforts are not successful, you may terminate this Agreement in accordance with Section 4 above. THE FOREGOING SHALL CONSTITUTE YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, FOR INTERRUPTIONS, OUTAGES OR OTHER DELAYS IN OUR PROVISION OF THE SERVICES. We do not warrant the services of any third-party, including without limitation any Third-Party Service Providers, Affiliate Partners, VARS, or Card Association.

            7.5       TAXES. You shall pay, indemnify and hold us harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on our income; and (ii) all government permit fees, customs fees and similar fees which we may incur with respect to this Agreement. Such taxes, fees and duties paid by you shall not be considered a part of, a deduction from, or an offset against, payments due to us hereunder.

8. LIMITATION OF LIABILITY.

            8.1       DISCLAIMERS.

WE DO NOT INSURE OR GUARANTEE THE OUTCOME OF ANY OF THE SERVICES INCLUDING BUT NOT LIMITED TO CHARGEBACK REPRESENTMENT AND/OR ARBITRATION PROCEEDING RELATED THERETO. THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS OR WARRANTIES. WE DO NOT REPRESENT OR WARRANT THAT SERVICES WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ENTIRELY ERROR FREE. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY REGARDING SERVICES BY ANY THIRD-PARTY IN CONTRAVENTION OF THE FOREGOING STATEMENTS, INCLUDING, BUT NOT LIMITED TO REPRESENTATIONS BY THIRD-PARTY SERVICE PROVIDERS OR AFFILIATE PARTNERS. WE SPECIFICALLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WHETHER EXPRESS OR IMPLIED ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE WITH RESPECT TO SERVICES, OR OTHER SERVICES OR GOODS PROVIDED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT WE SHALL BEAR NO RISK WITH RESPECT TO THE SALE OF YOUR PRODUCTS AND/OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD, ACH FRAUD, CHECK FRAUD OR CHARGEBACKS.

WE EXPRESSLY DISCLAIM ANY LIABILITY OR LOSS, HOWEVER OCCURRING INCLUDING NEGLIGENCE, WHICH ARISES FROM OR IS RELATED TO ANY UNAUTHORIZED ACCESS TO YOUR FACILITIES OR TO YOUR DATA OR PROGRAMS DUE TO ACCIDENT, ILLEGAL OR FRAUDULENT MEANS OR DEVICES USED BY ANY THIRD-PARTY, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL.

WE FURTHER EXPRESSLY DISCLAIM ANY LIABILITY OR LOSS, HOWEVER OCCURRING INCLUDING NEGLIGENCE, ARISING FROM OR RELATED TO: (I) YOUR FAILURE TO PROPERLY ACTIVATE, INTEGRATE OR SECURE YOUR ACCOUNTS, INCLUDING BUT NOT LIMITED TO APPLICABLE MERCHANT ACCOUNT(S) AND YOUR CBG ACCOUNT OR FRAUDULENT TRANSACTIONS PROCESSED THROUGH SUCH ACCOUNT(S); (III) DISRUPTION OF SERVICES, SYSTEMS, SERVERS OR WEBSITES BY ANY MEANS, INCLUDING WITHOUT LIMITATION DOS ATTACKS, SOFTWARE VIRUSES, TROJAN HORSES, WORMS, TIME BOMBS, OR ANY OTHER TECHNOLOGY; (IV) ACTS OR OMISSIONS BY ANY THIRD-PARTY, INCLUDING WITHOUT LIMITATION A THIRD-PARTY SERVICE PROVIDER OR AFFILIATE PARTNER, PAYMENT PROCESSOR, ACQUIRING BANK OR ISSUING BANK; OR (V) UNAUTHORIZED ACCESS TO DATA, CUSTOMER DATA INCLUDING BUT NOT LIMITED TO, CREDIT CARD NUMBERS AND OTHER PERSONAL IDENTIFYING INFORMATION, DATA OR PERSONAL INFORMATION BELONGING TO US, YOU, OR ANY THIRD-PARTY.

WE FURTHER EXPRESSLY DISCLAIM ANY LIABILITY OR LOSS FOR THE LEGITIMACY OF DATA FORWARDED FROM YOU AND FOR ANY AND ALL CLAIMS OF LOSS AND/OR FRAUD INCURRED RESULTING FROM CONCLUSIONS DRAWN FROM THE DATA RELATED TO ANY SERVICES PROVIDED BY US, INCLUDING THE ACCURACY AND TIMELINESS OF OUR REPORTING AND DATA ANALYTICS, OR ANY SYSTEM OR PROGRAM ASSOCIATED THEREWITH OR THE LIMITATION OF THE FUNCTIONING OF ANY SERVICES OR SOFTWARE, HARDWARE OR EQUIPMENT ASSOCIATED THEREWITH, WHETHER IT IS OWNED BY US OR OFFERED THROUGH A THIRD-PARTY SERVICE PROVIDER OR OTHER ENTITY.

            8.2       LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES WILL WE OR ANY OF OUR PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS, OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF THE PARTIES, OR SUCH PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES HOWEVER OR WHENEVER ARISING, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE OR OTHERWISE, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THIS AGREEMENT OR WITH REGARD TO ANY SERVICES OR ANY OTHER PRODUCTS OR SERVICES, SHALL NOT EXCEED THE AGGREGATE FEES RECEIVED BY US FOR PROVIDING YOU WITH SERVICES DURING THE THIRTY (30) DAYS PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

9. INDEMNIFICATION.           

            9.1        INDEMNIFICATION BY US. We shall defend, indemnify and hold you and any of your officers, directors, agents and employees harmless from and against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by you, arising out of or relating to any alleged infringement of a U.S. patent of any other entity or person by us. Our obligations in this Section 9.1 do not apply if Services or portions or components thereof (i) are modified by persons or entities other than us if the alleged infringement relates to such modification; (ii) are combined with other products, processes or materials not supplied or recommended by us where the alleged infringement relates to such combination, or (iii) continue to be used after we have made a non-infringing version available to you. If the Services or any component thereof becomes, or in our opinion is likely to become, the subject of a claim of infringement, then you shall permit us, at our sole option and expense, either to (a) procure for you the right to continue using Services as permitted in this Agreement, or (b) replace or modify the affected Services or infringing component so that it becomes non-infringing. If, after using commercially reasonable efforts, we are unable to cure the infringement, either party may terminate this Agreement upon notice to the other, as provided in Section 4. Notwithstanding the above, our total liability shall not exceed the amount as stated in Section 8.2. SECTION 9.1 STATES OUR ENTIRE LIABILITY TO YOU WITH RESPECT TO INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS WITH RESPECT TO THE SERVICES.

            9.2       INDEMNIFICATION BY YOU. You shall defend, indemnify and hold harmless us and our Affiliate Partners, Third-Party Service Providers, parents, and/or subsidiaries, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) incurred by such indemnified persons, arising out of or relating to (a) any breach or alleged breach by you of any of your representations, warranties or obligations set forth in this Agreement; (b) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by you or any of your employees, agents or customers; (c) the reliability, accuracy or legitimacy of Data or purchase orders submitted by you to us; (d) any alleged infringement of a patent, copyright, trademark or other intellectual property right resulting from your acts or omissions; (e) claims by your customers, including, without limitation, claims relating to the wrongful disclosure of Data; (f) any alleged or actual violation by you of any Applicable Laws including without limitation (i) the Card Associations; (ii) the Gramm Leach Bliley Act; (iii) or any regulatory body or agency having jurisdiction over the subject matter hereof; or (g) any violation of our then current policies or guidelines. In the event you cause fines and/or penalties to be charged to us by the Card Associations or any other entity, you agree to immediately reimburse us for such fines and penalties.

            9.3       EXCEPTIONS. If you are an agency or instrumentality of a state of the United States and are precluded by the law of your state or the United States, as applicable, from entering indemnification obligations, then the obligations

under Sections 9.1 and 9.2 shall apply only to the extent permitted by such law.

10. GENERAL PROVISIONS.

            10.1      NOTICES. All notices sent to you by us shall be made electronically to the e-mail address provided by or for you during registration for the Services and/or posted on our chargeback management systems platform. Any termination notice by you to us shall be made electronically by sending an email to support@chargebackgurus.com. All other notices to us shall be given electronically to win@chargebackgurus.com with a written copy addressed to Chargeback Gurus, Legal Department, 8951 Collin McKinney Parkway, Suite 1001, McKinney, TX 75070. Such written notice will be deemed made upon personal delivery, or five (5) business days after the date of mailing if sent by certified or registered mail, postage prepaid.

            10.2      ASSIGNMENT. You will not have the right or the power to assign any of your rights or delegate the performance of any of your obligations under this Agreement without our prior written consent. We will have the right to assign this Agreement to our successors and/or assigns (including but not limited to successors and/or assigns in connection with a merger,

consolidation, sale of assets, or other change of control event), subsidiaries, and affiliates, Affiliate Partners and/or Third-Party Service Providers without your prior written consent or notice. We will use commercially reasonable efforts to provide subsequent notice to you in the event of such assignment.

            10.3      WAIVER. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of any right or duty hereunder, or a breach thereof, must be mutually agreed to in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

            10.4      DISPUTES. If you have any valid reason for disputing any portion of an invoice, you will so notify us in writing within five (5) business days of receipt of the disputed invoice and if no such notification is delivered, the invoice will be deemed valid. The portion of the invoice which is not in dispute shall be paid in accordance with the Service Terms. All payments are non-refundable. If any payment request, whether by credit card or ACH, is rejected, we will notify you by email or phone, and you must cure the rejection within three (3) business days. In the event of a payment rejection, we reserve the right to charge you an administrative fee in the amount of forty dollars ($40) per rejected transaction and to pursue any other available remedies at law or in equity. We are not responsible for any charges or expenses resulting from the charges we bill you.

            10.5      SEVERABILITY; HEADINGS. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

            10.6      GOVERNING LAW; JURISDICTION. This Agreement and performance under it will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Texas, without reference or giving effect to its conflicts of law principles. You hereby irrevocably consent to the personal jurisdiction of and venue in the state and federal courts located in Collin County, Texas with respect to any action, claim or proceeding arising out of or related to this Agreement and agree not to commence or prosecute any such action, claim or proceeding other than in such courts, except as otherwise provided in Section 10.4 above.

            10.7      FORCE MAJEURE. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders, or any other force majeure event.

            10.8      ENTIRE AGREEMENT. This Agreement together with all our policies referenced herein sets forth the entire understanding and agreement of the parties and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. You acknowledge that this Agreement reflects an informed, voluntary allocation between us and you of all risks (both known and unknown) associated with Services.

            10.9      DEFINITIONS.  CAPITALIZED TERMS IF NOT DEFINED ABOVE SHALL HAVE THE FOLLOWING MEANINGS:

“Acquirer” or “Acquiring Bank” or “Acquiring Institution” means any financial institution supplying customers with the ability to accept credit cards for payments.

“ACH” or “Automated Clearing House” means an electronic network that allows the exchange and settlement of electronic payments between financial institutions.

“Affiliate Partner” means any third-party through whom we may offer Services to you, including but not limited to an ISO, Merchant Service Provider (“MSP”), Value Added Reseller (“VAR”), Application Service Provider (“ASP”), Acquiring Bank and Financial Institution.

"Applicable Laws" means, without limitation, all laws, rules regulations or the like issued by the United States, any state and/or municipal authority, Card Association, the United States Federal Trade Commission, the Payment Card Industry's Data Security Standards (PCI-DSS), the United States Department of Justice and any other applicable governing body, including all applicable laws and regulations governing the subject matter of this Agreement and the collection, retention and use by you of credit card and other financial information

“Card Association” means a network of Issuing Banks and Acquiring Banks that process payment cards of a specific brand, including, without limitation, the following: American Express, Discover Financial Services, JCBG International, MasterCard International Inc., Visa Inc., and Visa International Inc.

“CBG Account” means the records (including usernames and passwords), hardware, software and arrangements that allow you to interact with us and our systems, services and products, and which allow us to make, keep and store records of any such interactions.

“Chargeback” means a transaction reversal pursuant to a cardholder’s dispute of such transaction meant to serve as a form of consumer protection from fraudulent activity. A demand made by your payment processing provider for you to make good the loss on a fraudulent or disputed transaction that was either unopposed or unsuccessfully represented.

“Chargeback Response Service(s)” means the fraud and chargeback response and management products and services, that we provide directly, or indirectly through Third-Party Service Providers, pursuant to the terms and conditions set forth herein, and/or are described further at http://www.ChargebackGurus.com

“Commission Fee Performance Program” means our provision of the Services on a revenue share basis where based on the terms negotiated on the Proposal you compensate us based on the negotiated pro-rata percentage in accordance with the amounts in the applicable currency that we win back on your Chargeback Representments.

“Data” means any information or data you provide us in connection with the Service or any Transaction, including without limitation names, addresses, telephone numbers, email addresses, social security numbers and/or tax identification numbers and payment data, as well as types of customer purchases and descriptions of purchases, credit card sales information, payment records and related data from your database and/or the database of any applicable credit card processor.

“Effective Date” means the earlier of the date you agree to the terms and conditions of the Agreement by (i) clicking the “I AGREE” button associated with the Agreement; or (ii) by using Services or (iii) acknowledging your acceptance of the Agreement by any other method, including without limitation execution of a CBG Account that incorporates the Agreement by reference.

“Fees” means any and all fees due to us or any other person, including any Affiliate Partner, for Services in accordance with this Agreement.

“Fees & Pricing Section” means a list of Fees and charges that is accepted by you and paid by you to us, or to other Third-Party Service providers.

“Issuing Bank” means a financial institution that issues the Card Association branded Payment Cards directly to consumers.

“Monthly Fee Performance Program” means our provision of the Services on a monthly fee basis where based on the terms negotiated on the Proposal you compensate us based on both a flat fee per Chargeback Representment by us to the Card Associations and the negotiated pro-rata percentage in accordance with the amounts in the applicable currency that we win back on your Chargeback Representments.

“PCI-DSS” means Payment Card Industry Data Security Standard.

“Privacy Policy” means the then current Chargeback Gurus Privacy Policy, which can be found at http://www.ChargebackGurus.com.

“Retrieval Request” refers to a request made to you by your credit card processing company for specified information about a particular transaction, which pursuant to the terms of the operative agreement with your credit card processing company triggers a defined period of time by which you must respond, or the request is converted to a Chargeback.

“Return Payment Fee” is a Fee charged to you by us on each occurrence when we are unable to collect Fees on your Account for any reason, including but not limited to insufficient funds, closed account, or any other negative response.

“Services” means those services that we provide directly, or indirectly through Third-Party Service Providers from time to time pursuant to this Agreement, including but not limited to the Retrieval Request response services, Chargeback Response Services, Alerts Services and other Services, as applicable, and which are referenced herein and/or are described at http://www.ChargebackGurus.com.

“Third-Party Service Provider” means an entity that provides bank and/or merchant payment services, including but not limited to billing, reporting, customer service, authorization and settlement services and/or an entity that provides insurance services in connection herewith.

“Trademark(s)” means all common law or registered trademark(s), service mark(s), trade name(s) and trade dress rights and/or similar or related rights now or hereafter owned, used or otherwise belonging to us under any laws of any country or jurisdiction, including but not limited to the United States of America, whether existing now or hereafter adopted.

“Transaction(s)” means any billable occurrence completed or submitted under your Account including but not limited to sale, void, refund, credit offline force, capture, authorization or settlement regardless of whether approved or declined.