Payanywhere Free Equipment Placement Agreement

This Agreement is a contract between the Merchant and Payanywhere, LLC ("Payanywhere").

NOW THEREFORE, Payanywhere and Merchant agree as follows: Upon the approval of Merchant's card processing application, Payanywhere shall ship the Payanywhere Equipment selected below to Merchant.

Merchant agrees (i) to use the Equipment only to process transactions permitted under its card processing agreement with Payanywhere, (ii) to be responsible for any damage to the Equipment as a result of its misuse or negligence, and (iii) not to reverse engineer, disassemble or modify the Equipment in any way. Merchant agrees that the Equipment is the property of Payanywhere, is being licensed to Merchant, and must be returned in good and working condition within ten (10) days of the termination of Merchant's card processing account with Payanywhere.

If the Equipment is not returned in good and working condition within ten (10) days of the termination of Merchant's card processing account, then the Merchant will be charged the Equipment Value indicated below. If the Equipment is defective for any reason other than Merchant's misuse or negligence, Payanywhere shall replace the defective Equipment with comparable Equipment, which may be new or refurbished. However, Merchant shall first return the defective Equipment to Payanywhere, and shall be responsible for all shipping and handling fees for the replacement Equipment. Notwithstanding this, Payanywhere shall have no obligation to replace Equipment free of charge more than one time within the first twelve (12) month period. Payanywhere shall have no other responsibility, obligation or liability with regard to the Equipment.

Payanywhere is not the manufacturer of the Equipment. Accordingly, Payanywhere makes no warranties, expressed or implied, and disclaims any warranties as to the suitability or merchantability or fitness of the Equipment for any particular purpose, for any negligent design or manufacture of the Equipment, or any software or other computer program provided with or to be used in conjunction with the Equipment. In addition, Payanywhere is not responsible for any liabilities, losses, claims, or damages of any kind in any way related to the use of the Equipment, including but not limited to any damage to the device(s) on which the Equipment is used, or to the software, applications or data downloaded or maintained on such device(s). Merchant may not nor may Merchant permit any third party to resell, lease or distribute in any way the Equipment.

Merchant agrees to indemnify and hold Payanywhere and its subsidiaries harmless from and against any and all liabilities, losses, claims, damages, disputes, offsets, claims or counterclaims of any kind in any way related to the use (or misuse) of the Equipment.

Payanywhere ships the Equipment with an activated SIM card which provides 4G cellular data access. Upon acceptance of the Equipment, Merchant agrees to a monthly cellular data access fee of $9.95 after 10 MB of data has been used each month. $9.95 covers up to 250 MB of data usage per month; each additional 250 MB of data usage in a month will be assessed an additional fee of $9.95 per month. Your first 25 Transactions processed each month using cellular data are free. After 25 free Transactions are processed, each additional Transaction processed that month using cellular data will incur a $0.10 fee. "Transactions" means all credit/debit and cash sales, refunds, voids, or preauthorizations processed on the Equipment.

Upon approval the merchant bank will be selected and stated in your welcome letter.

The selection is referred to herein as the "Bank". Important Bank Responsibilities

1. Bank is the only entity approved to extend acceptance of VISA products directly to a Merchant.

2. Bank must be a principal to the Merchant Agreement.

3. Bank is responsible for educating Merchants on pertinent VISA Operating Regulations or such pertinent rules and regulation of MasterCard International with which merchants must comply. Merchant acknowledges it has read and understood, or seek clarification from Agent or the Bank, all such rules and regulations before submitting a transacation for processing by Agent and Bank.

4. Bank is responsible for and must provide settlement funds to the Merchant.

5. Bank is responsible for all funds held in reserve that are derived from settlement.

Important Merchant Responsibilities

1. Ensure compliance with cardholder data security and storage requirements.

2. Maintain fraud and chargebacks below thresholds.

3. Review and understand the terms of the Merchant Agreement.

4. Comply with VISA, MasterCard, And American Express and Discover Operating Regulations.

5. You may download Visa Regulations from Visa's website

6. You may download MasterCard Regulations from MasterCard's website

7. You may download the American Express Merchant Operating Guide from American Express' website

8. You may download additional merchant information from Discover Network's website

Important Merchant Agreement Disclosures

1. The initial term of your Merchant Agreement may be either: (a) 3 years (month-to-month thereafter), (b) 2 years (month-to-month thereafter), (c) 1 year (month-to-month thereafter), or (d) month-to-month.

2. You must provide 30 days' notice to terminate your Merchant Agreement prior to the expiration date of a Merchant Agreement with a 3-year, 2-year or 1- year initial term. If your Merchant Agreement is month-to-month, you may terminate the agreement at any time upon 30 days' notice.

3. You may terminate the Merchant Agreement within 45 days after executing the Merchant Agreement with no further obligations provided that you return all equipment within 30 days following the date of your termination notice. See Section 1.16(f) of the Merchant Agreement for details.

4. You may initiate termination of the Merchant Agreement by sending your Merchant name, address and MID via overnight carrier or certified mail to Agent, 250 Stephenson Hwy., Troy, MI 48083 Attn: Customer Care. You may call Customer Care at (866) 485-8999 (Ext. 1300) if assistance is needed or you may contact your sales agent.

5. If your Merchant Agreement has an initial term of 3-years, 2-years or 1-year and you elect to terminate your Merchant Agreement prior to the expiration of such term, you may be responsible to pay an early termination fee of not less than $295.

6. For applicable fees payable by Merchant, you should review the (a) the Merchant Application, (b) Section 1.15 of the Merchant Agreement, and (c) any additional fee schedule.

7. You understand that all fees may be modified or new fees introduced upon written notice to you. IMPORTANT - Within 30 days after a fee increase or the introduction of a new fee, you may terminate the Merchant Agreement without obligation to pay any applicable early termination fee other than fee increases or new fees caused by a Card Network or other 3rd party passed through to Merchant.

8. You specifically authorize Servicers to debit your approved bank account(s) for fees, Chargebacks, returns, fines and any other penalties or amounts owed under the Merchant Agreement.

9. You will be responsible for any monthly minimum fees, if any, set forth on the Merchant Application, as such fees may be adjusted from time to time. The responsibilities listed above do not supersede terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party and that the VISA Member– Bank –is the ultimate authority should the Merchant have any problems. The purpose of the Important Merchant Agreement Disclosures is to provide the Merchant with an overview of key terms and conditions of the governing Merchant Agreement. The terms and conditions provided within this disclosure are not an exhaustive representation of all terms, conditions, rights or obligations under the Agreement. Defined terms used in this disclosure may be found in the Merchant Processing Agreement

 (Merchant Agreement mentioned above is personalized after you complete the preliminary online order form, and sent to you to review and submit. Term of merchant agreement varies depending on service chosen.)