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Legal

Jun 9, 2024

Terms of Service

TERMS OF SERVICE

Master Services Agreement

Last modified: February 3rd, 2026

This Master Services Agreement, along with any addendums attached to this Agreement and documents or policies

referenced herein (this “Agreement“), governs your use of services made available by JustiFi Technologies, Inc.,

a Delaware corporation, with offices located at 550 Vandalia Street, Suite 105, St Paul, Minnesota 55114

(“JustiFi“). By executing an Order Form that references this Master Services Agreement, you agree to the terms

of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you

represent that you have the authority to bind such entity and its affiliates to this Agreement. If you do not

have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept

this Agreement and you may not use the Services. “Customer” or “you” means the customer whose name appears on

the Order Form. Customer and JustiFi may be referred to herein individually as a “Party” and collectively as the

“Parties.” All capitalized terms not defined herein have the meanings set forth in the Order Form.

The Services.

1. JustiFi shall provide to Customer the software module(s) and services (collectively the

“ Services“) set out in the Order Form entered into between JustiFi and Customer.

Certain of the Services may be subject to additional terms and conditions set forth in one or more

addendums, including, but not limited to the addendums attached to this Agreement (each, an

“ Addendum“). Any additional Addendums not attached to this Agreement shall be

deemed issued and accepted only if signed by the Parties. Services shall not include any Third-Party

Services.

2. Subject to the terms and conditions of the applicable Addendum, JustiFi grants to Customer a

non-exclusive, non-transferable, non-sublicensable, limited term, license to access and use the

Services and the Documentation (as defined below) solely for Customer’s internal business purposes

and any other purposes permitted under the applicable Addendum. JustiFi and its licensors and

processors reserve all rights in and to the Services and Documentation not expressly granted to

Customer. Customer’s use of the Services, including any Services providea an application programming

interface, must be in accordance with the Documentation. To the extent the Documentation is updated

by JustiFi, Customer agrees to promptly follow such updated Documentation in connection with its use

of the Services. “ Documentation” means any documentation, training manuals, user

instructions and similar materials provided by JustiFi to Customer from time to time regarding the

Services, as may be updated by JustiFi.

3. Customer may not: (a) copy or otherwise reproduce or permit the copying or other reproduction of

all or any part of the Services except as otherwise permitted herein or in any Addendum; (b) reverse

engineer, decompile, disassemble, or create derived works based on the Services; (c) modify, adapt,

translate into other programming forms or languages, or extend the Services to operate in other

environments or on other platforms, except in accordance with this Agreement or any Addendum; or (d)

allow access to the Services by other software products for any purpose without prior approval of

JustiFi.

4. Customer will provide, at Customer’s location, all hardware, software, and communications equipment

necessary to permit Customer to access and use the Services. Customer will be responsible for

providing all additional equipment and internet connectivity at its own expense.

5. From time to time, JustiFi may make or offer updates to the Services, which will be governed by

this Agreement and any applicable Addendum. JustiFi is not responsible for the performance of

updates in connection with any unauthorized plugins installed by Customer. Except as provided on an

applicable Addendum, JustiFi is not obligated to provide any updates or other modifications to the

Services. Customer may purchase upgrades, which may include new features to the Services, for an

additional fee not to exceed the then-current price of such upgrades offered by Justi

6. From time to time, JustiFi may provide to Customer policies, procedures, documentation and

specifications related to the Services (“ JustiFi Policy Requirements”), all of

which are incorporated by reference into this Agreement. Customer agrees that it shall comply with

all requirements set forth in the JustiFi Policy Requirements, and any failure to do so constitutes

a breach of this Agreement.

7. Your account on the Services (your “ Customer Account”) gives you access to certain

services and functionality that JustiFi may establish and maintain from time to time and in JustFi’s

sole discretion. If you open a Customer Account on behalf of a company, organization, or other

entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are

an authorized repntative of the entity with the authority to bind the entity to this Agreement, and

that you agree to this Agreement on the entity’s behalf. You may never use another custoer’s

Customer Account without permission, nor create multiple Customer Accounts for illegitimate

purposes, as determined by us, in JustiFi’s sole discretion. When creating your Customer Account,

you must provide accurate and complete information and you must keep this information up to date. By

providing JustiFi with your email address, you consent to JustiFi using the email address to send

you Services-related notices, including any notices required by law, in lieu of communication by

postal mail. You must specify at least one administrator to manage your Customer Account (an

“ Administrator”). Administrators can add, remove, or manage additional

Administrators and Customer Account users; request and manage use of Services; view transactions and

run reports; provide or update Customer information; connect third-party services and other accounts

to your Customer Account; request, access and use Services; and perform other tasks to manage your

Customer Account. You are responsible for any actions or failure to act on the part of

Administrators or users, or those using their credentials to access your Customer Account. You are

solely responsible for the activity that occurs on your Customer Account, and you must keep your

Account password secure. JustiFi encourages you to use “strong” passwords with your Customer

Account. You must notify JustiFi immediately of any breach of security or unauthorized use of your

Customer Account. JustiFi will not be liable for any losses caused by any unauthorized use of your

Customer Account. JustiFi may suspend access to yor Customer Account if JustiFi believes that your

Customer Account has been compromised. JustiFi may also use your email address to send you other

messages, such as changes to features of the Services and special offers. If you do not want to

receive such email messages, you may opt out of receiving such email messages by clicking on the

“unsubscribe” link in the email message. Opting out may prevent you from receiving email messages

regarding updates, improvements, or offers.

JustiFi Obligations. JustiFi shall:

1. Designate employees or contractors that it determines, in its sole discretion, to be capable of

filling the following positions: (a) a primary contact to act as its authorized representative with

respect to all matters pertaining to this Agreement (the “ JustiFi Contract

Manager”); and (b) a number of employees or contractors that it deems sufficient to

perform the Services set out in each Addendum, (collectively, with the JustiFi Contract Manager,

“ JustiFi Representatives”).

2. Make no changes in JustiFi Representatives except: (a) following notice to Customer; (b) upon the

resignation, termination, death, or disability of an existing JustiFi Representative; or (c) at the

reasonable request of Customer, in which case JustiFi shall use reasonable efforts to appoint a

replacement at the earliest time it determines to be commercially viable.

3. Maintain complete and accurate records relating to the provision of the Services under this

Agreement. During the term of this Agreement, upon Customer’s written request, JustiFi shall allow

Customer or Customer’s representative to inspect and make copies of such records in connection with

the provision of the Services; provided that Customer gives JustiFi at least 10 business days

advance written notice of the planned inspection, and any such inspection shall take place during

regular business hours, and any such inspection shall occur no more than once per year.

4. Comply with Applicable Law (including U.S. Privacy Laws) in its performance of its obligations

under this Agreement.

5. JustiFi has established and maintains a data privacy and information security program consistent

with data privacy and information security standards developed by the PCI Security Standards

Council, as amended from time to time.

Customer Obligations. Customer shall:

1. Designate one of its employees to serve as its primary contact with respect to this Agreement and

to act as its authorized representative with respect to matters pertaining to this Agreement (the

“ Customer Contract Manager”), with such designation to remain in force except: upon

the resignation, termination, death, or disability of an existing Customer Contract Manager and

thereafter, the Customer shall use reasonable efforts to appoint a replacement.

2. Require that the Customer Contract Manager respond promptly to any reasonable requests from JustiFi

for instructions, information, or approvals required by JustiFi to provide the Services.

3. Cooperate with JustiFi in its performance of the Services and provide access to Customer’s

premises, employees, contractors, and equipment as required to enable JustiFi to provide the

Services, provided that any such access shall be subject to Customer’s reasonable rules, regulations

and policies related to such access.

4. Take all steps necessary, including obtaining any required licenses or consents, to prevent

Customer-caused delays in JustiFi’s provision of the Services.

5. Comply with Applicable Law.

Fees and Expenses.

1. In consideration of the provision of the Services by JustiFi and the rights granted to Customer

under this Agreement, Customer shall pay the fees stated in the Order Form or the applicable

Addendum (“ Fees”). Payment to JustiFi of such Fees and the reimbursement of

expenses pursuant to this Section 4 shall constitute payment in full for the provision of the

applicable Services. Unless otherwise provided in the Order Form or applicable Addendum, said Fees

will be payable upon receipt by Customer of an invoice from JustiFi.

2. Customer shall reimburse JustiFi for all reasonable expenses incurred in accordance with the

Services which have been previously disclosed to Customer, and all third-party costs associated with

Customer’s use of the Services and pass-through costs, upon receipt by Customer of an invoice from

JustiFi accompanied by receipts and reasonable supporting documentation.

3. The Fees are exclusive of taxes. Each Party will be responsible for any taxes based on its income

and receipts. As between the Parties, Customer is responsible for paying any national, state and

local sales, use and excise taxes and other taxes and duties imposed in connection with Customer’s

use of the Services, if any.

4. Except for invoiced payments that Customer has successfully disputed, fees remaining unpaid for

more than thirty (30) days from receipt of an invoice shall bear interest at the lesser of (a) the

rate of one and one-half (1.5) percent per month and (b) the highest rate permissible under

applicable law, calculated daily and compounded monthly. Customer shall also reimburse JustiFi for

all reasonable costs incurred in collecting any late payments, including, without limitation,

attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which

JustiFi does not waive by the exercise of any rights hereunder), JustiFi shall be entitled to

suspend the provision of any Services if Customer fails to pay any undisputed amounts when due

hereunder and such failure continues for thirty (30) days following written notice thereof.

Intellectual Property. All right, title, and interest (including all

intellectual property rights embodied therein) in and to the Services will remain the sole and exclusive

property of JustiFi or its licensors. Neither this Agreement or any Addendum grants Customer any right or

title of ownership in or to the Services, or any component thereof. Customer will not, at any time, take or

cause any action, which could be inconsistent with or tend to impair the rights of JustiFi, or its

affiliates, licensors, or third-party processors, in the Services. Customer will not remove or alter any

proprietary or copyright notices, trademarks, or logos of Justify or its third-party processors. Customer

retains ownership of its data and content that is processed or hosted by the Services, including graphics

and text provided by Customer for inclusion.

Confidentiality. From time to time during the term of this Agreement, either

Party (as the “ Disclosing Party”) may disclose or make available to the other Party (as the

“ Receiving Party“), non-public, proprietary, and confidential information of Disclosing

Party (“ Confidential Information“); provided, however, that Confidential Information does

not include any information that: (a) is or becomes generally available to the public other than as a result

of Receiving Party’s breach of this Section 6; (b) is or becomes available to the Receiving Party on a

non-confidential basis from a third-party source, provided that such third party is not and was not

prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to

Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without

using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality

of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving

Party would protect its own Confidential Information, but in no event with less than a commercially

reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be

accessed or used, for any purpose other than to exercise its rights or perform its obligations under this

Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the

Receiving Party’s group who need to know the Confidential Information to assist the Receiving Party, or act

on its behalf, to exercise its rights or perform its obligations under this Agreement. If the Receiving

Party is required by applicable laws, regulations and rules (“ Applicable Laws”) or legal

process to disclose any Confidential Information, it shall, prior to making such disclosure, notify

Disclosing Party of such requirements, to the extent that notice to Disclosing Party is legally permissible,

to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a

protective order or other remedy. For purposes of this Section 6 only, Receiving Party’s group shall mean

the Receiving Party’s employees, officers, directors, attorneys, accountants, and financial advisors.

Merchant Data.

1. In connection with the Services and the provision of Third-Party Financial Products and Payment

Processing Services, Customer may provide to JustiFi information relating to Customer’s customers

(“ Merchants”) who have a relationship with JustiFi in order for JustiFi to provide

services to such Merchants, for the Bank to provide the Payment Processing Services to such

Merchants and for Financial Partners to provide Third-Party Financial Products to such Merchants

(such information, “ Merchant Data”). Merchant Data also includes “ Personal

Information”, which means information that Merchants (directly or through Customer)

discloses or for which JustiFi accesses in connection with services provided to Merchants, or

information which JustiFi creates or collects on behalf of Merchants, in connection with this

Agreement that (i) directly or indirectly identifies an individual, (ii) can be used to authenticate

an individual and/or (iii) is defined as “p ersonal informatio” or “ personal

data” under Applicable Laws (including U.S. Privacy Laws).

2. JustiFi may share Merchant Data with Third-Party Providers in connection with the provision of the

Payment Processing Services, Third-Party Financial Products or any other services provided to

Merchant (or as otherwise permitted by the privacy policy by and between JustiFi and Merchant), and

Customer shall ensure it has obtained all consents required by Applicable Law in order for JustiFi

to do so. JustiFi’s privacy policy may be accessed here. JustiFi may aggregate, de-identify, or

anonymize Merchant Data and use such aggregated, de-identified, or anonymized data, which shall no

longer be considered Merchant Data or Personal Information, for its own research, analysis, and

development purposes, including enhancements and improvements to the Services.

3. Customer consents to the creation, collection, receipt, access, use, storage, disposal, disclosure

and other processing of Merchant Data for the purpose of the provision of the Services.

4. Customer will: (i) be responsible for any unauthorized creation, collection, receipt, transmission,

access, storage, disposal, use, disclosure or other processing of Merchant Data under its control or

in its possession; (ii) comply with any Applicable Laws (including, as applicable, U.S. Privacy

Laws) and use only secure methods, accordingly to accepted industry standards, when transferring or

otherwise making available Merchant Data to JustiFi; and (iii) treat JustiFi’s Information Security

Policy (as defined below) as Confidential Information.

5. Customer represents and warrants that it has obtained all consents, approvals, authorizations of

and provided all necessary notices to, Merchants or other parties in connection with the collection,

sharing, utilization and other processing of Merchant Data and other information provided, whether

directly or indirectly, to JustiFi for the purposes of provisioning of services contemplated under

this Agreement (including Payment Processing Services and Third-Party Financial Products) to

Merchant. Further, Customer agrees to provide true, accurate, current, and complete information to

JustiFi and applicable Third-Party Providers. Customer shall not provide any information that is

unlawful, invasive of another’s privacy, or that infringes the rights of others and if Customer

determines the processing of Merchant Data under this Agreement does not or will not comply with

Applicable Laws (including U.S. Privacy Laws), it will notify JustiFi with undue delay, and, JustiFi

shall not be required to continue processing such Merchant Data.

Information Security.

1. Each Party will employ reasonable security measures to protect Merchant Data in accordance with its

information security policy and U.S. Privacy Laws (“Information Security Policy”). The Information

Security Policy shall be consistent with accepted industry standards applicable for information

security.

2. If, in the course of its performance of the services contemplated under this Agreement, JustiFi has

access to or will collect, access, use, store, dispose of, disclose or otherwise process Cardholder

Data (as defined by PCI DSS) on Customer’s behalf, JustiFi will comply with the Payment Card

Industry Data Security Standard (PCI DSS) requirements, as applicable. Customer will not obtain any

Cardholder Data on behalf of Merchant or JustiFi.

Data Breach Procedures.

1. Each Party maintains a cyber incident breach response plan in accordance with accepted industry

standards (“ Incident Response Plan”) and will implement the procedures required

under such plan on the occurrence of a Data Breach. For purposes of this Agreement, “ Data

Breach” means any breach of security leading to the accidental or unlawful destruction,

loss, alteration, unauthorized access to or disclosure of, Merchant Data.

2. Customer will notify JustiFi of a Data Breach as soon as reasonably practicable after Customer

becomes aware of it but no more than 72 hours thereafter.

3. Following Customer’s notification to JustiFi of a Data Breach, the Parties will coordinate with

each other, as necessary, to investigate the Data Breach in accordance with JustiFi’s current Cyber

Incident Response Plan.

Security Controls Review or Audit. At least annually, JustiFi will obtain

security controls review or audit performed by an independent third party based on recognized industry

standards. JustiFi may require Customer to obtain security controls review or audit.

U.S. Privacy Laws.

1. ”U.S. Privacy Laws” shall mean, as applicable, California Consumer Privacy Act, the Colorado

Privacy Act, the Connecticut Data Privacy Act, the Utah Consumer Privacy Act, the Virginia Consumer

Data Protection Act or similar U.S. state privacy laws. Personal Information is subject to such U.S.

Privacy Laws, and the disclosure of such data would be a “sale” under U.S. Privacy Laws. Customer

will be considered a “service provider” or “processor” under U.S. Privacy Laws and Customer shall:

1. Process Merchant Data in compliance with U.S. Privacy Laws, including providing the same

level of privacy protection as is required by U.S. Privacy Laws, and notify JustiFi if

Customer makes a determination that it can no longer meet its obligations under U.S. Privacy

Laws. Upon reasonable written notice that JustiFi reasonably believes Customer is using

Merchant Data in violation of U.S. Privacy Laws or this Agreement, each Party shall take

reasonable and appropriate steps to help ensure that Customer uses the Merchant Data in a

manner consistent with JustiFi’s obligations under U.S. Privacy Laws and stop and remediate

any unauthorized use of the Merchant Data.

2. Not “sell” or “share” Merchant Data, nor retain, use or disclose the Merchant Data outside

the direct business relationship with JustiFi or for any purpose other than for the specific

purpose of performing the obligations hereunder, or as otherwise set out in this Agreement.

3. Except to perform a business purpose or as otherwise permitted by U.S. Privacy Laws, not

combine the Merchant Data received from, or on behalf of, JustiFi with any Personal

Information that may be collected from Customer’s separate interactions with the

individual(s) to whom the Merchant Data relates or from any other sources.

4. Ensure that each employee or other person processing Merchant Data is subject to a duty of

confidentiality with respect to such Merchant Data, and only engage subcontractors to

process Merchant Data on its behalf after providing JustiFi with an opportunity to object

and pursuant to a written contract that requires the subcontractor to materially comply with

Customer’s obligations in this section.

5. Taking into account the nature of the processing, reasonably assist JustiFi through

appropriate technical and organizational measures in (A) responding to requests from

individuals pursuant to their rights under U.S. Privacy Laws, including by providing,

deleting or correcting the relevant Merchant Data, or by enabling JustiFi to do the same,

(B) implementing reasonable security procedures and practices appropriate to the nature of

the Merchant Data to protect the Merchant Data from unauthorized or illegal access,

destruction, use, modification, or disclosure, and (C) entering into this Agreement.

6. With JustiFi, and taking into account the context of the processing, implement appropriate

technical and organizational measures designed to provide a level of security appropriate to

the risk and establish a clear allocation of the responsibilities between them to implement

such measures.

7. Upon reasonable request of JustiFi, make available to JustiFi all information in its

possession necessary to demonstrate Customer’s compliance with its obligations under U.S.

Privacy Laws, including by providing reports of the reviews and audits referred to in this

Agreement.

8. At JustiFi written direction, delete or return Merchant Data to JustiFi as at the end of

the provision of the Service, unless retention is required by Applicable Law (including U.S.

Privacy Laws) or the Agreement.

Delays and Unavailability of Offerings. JustiFi cannot foresee technical or

other difficulties that may arising during the course of performance of the services, which may result in

the loss of data or other interruptions to the Services. JustiFi does not assume responsibility for any

errors, delays, damages, or costs of any type arising out of Customer’s use of the Services.

Use of Plaid Services. As part of utilizing the Services, Customer consents to

use a service offered by Plaid Inc. (“ Plaid”). Customer acknowledges and agrees that

Plaid’s Privacy Policy will govern Plaid’s use of information it collects about Customer or Merchant or that

Customer provides to Plaid, and Customer expressly agrees to the terms and conditions of Plaid’s Privacy Policy and its Terms and Conditions, and Customer

has obtained Merchant’s consent to such terms. Further Customer expressly grants Plaid the right, power, and

authority to access and transmit Customer information as reasonably necessary for Plaid to provide its

services to Customer or for Customer to utilize the Data Aggregation Services. To the extent Customer

previously utilized account linking and aggregation services through JustiFi or its service providers,

Customer expressly authorizes and directs JustiFi and Plaid to transmit any information or data (including

any Personal Information) in connection with those services to Plaid so that Plaid and/or JustiFi can offer

its respective services, including as set out in this Addendum.

Term, Termination, and Survival.

1. This Agreement shall commence as of the Effective Date and shall continue thereafter for as long as

an Addendum is in effect, unless sooner terminated pursuant to Section 14.2 or 14.3.

2. Either Party may terminate this Agreement, in whole or in part, effective upon written notice to

the other Party (the “ Defaulting Party“) if the Defaulting Party: (a) breaches this

Agreement, and the Defaulting Party does not cure such breach within 30 days after receipt of

written notice of such breach, or such breach is incapable of cure; (b) becomes insolvent or admits

its inability to pay its debts generally as they become due; (c) becomes subject, voluntarily or

involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which

is not fully stayed within seven (7) days or is not dismissed or vacated within forty-five (45) days

after filing; (d) is dissolved or liquidated or takes any corporate action for such purpose; (e)

makes a general assignment for the benefit of creditors; or (f) has a receiver, trustee, custodian,

or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell

any material portion of its property or business.

3. Notwithstanding anything to the contrary in 2(a), JustiFi may terminate this Agreement, in whole or

in part, before the expiration date of the Term on written notice if Customer fails to pay any

amount when due hereunder: (a) and such failure continues for thirty (30) days after Customer’s

receipt of written notice of nonpayment; or (b) more than two times in any twelve (12) month period.

4. The term of each Service subscription shall be as specified in the applicable Order Form. Except as

otherwise set forth in the Order Form, subscriptions for each Service will automatically renew for

successive one-year terms unless either Party provides written notice to the other at least ninety

(90) days prior to the expiration of the then-current subscription term for such Service.

5. The rights and obligations of the Parties set forth in this 14.5 and in Sections 4, 5, 6, 15, 16,

17, and 19 through 32, and any right or obligation of the Parties in this Agreement which, by its

nature, should survive termination or expiration of this Agreement, will survive any such

termination or expiration of this Agreement.

WARRANTY. \\ ALL WARRANTIES, CONDITIONS, AND OTHER TERMS IMPLIED BY

STATUTE, COMMON LAW, OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE,

TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES

ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE, ARE EXCLUDED FROM THIS

AGREEMENT AND ANY ADDENDUM TO THE FULLEST EXTENT PERMITTED BY LAW. THE SERVICES ARE PROVIDED ON AN “AS

IS” BASIS AND CUSTOMER’S USE OF THE SERVICES ARE AT ITS OWN RISK. JUSTIFI DOES NOT WARRANT THAT THE

SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED

OR COMPLETELY SECURE OR ERROR-FREE.**

LIMITATION OF LIABILITY. \\ EXCEPT FOR A PARTY’S INDEMNIFICATION

OBLIGATIONS PURSUANT TO SECTION 10 AND BREACH OF CONFIDENTIALITY OBLIGATIONS PURSUANT TO SECTION 6,

NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF

DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR

PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,

REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL JUSTIFI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED

TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID TO IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING

RISE TO THE CLAIM.**

Indemnification.

1. JustiFi will indemnify and defend Customer and its affiliates, directors, officers, employees, and

agents with respect to any claims, liabilities, damages, and expenses, including reasonable

attorney’s fees (“ Liabilities”), arising out of any third-party claim that the

Services as provided by JustiFi infringe on any intellectual property right of any third party.

Notwithstanding the foregoing, JustiFi will have no indemnification obligation to the extent that

any such third-party claim is based on or related to (a) any use of the Services in violation of

this Agreement or any Addendum; (b) any use of the Services in conjunction with any third-party

service, data, or materials not provided by JustiFi; or (c) any material or data provided by

Customer. If Customer’s use of the Services becomes, or is likely to become, the subject of an

infringement claim, JustiFi may, at its option and expense (i) procure the right for Customer to

continue using the Services; (ii) replace or modify the infringing components of the Services with

non-infringing components of substantially equivalent functionality; or (iii) if (i) and (ii) are

not commercially feasible, terminate this Agreement and/or any applicable Addendum. The foregoing

states the entire liability of JustiFi with respect to infringement claims, and Customer hereby

expressly waives any other remedies for such claims.

2. Customer will indemnify and defend JustiFi and its affiliates, directors, officers, employees, and

agents with respect to any Liabilities, arising out of (a) any Customer content or data; (b)

Customer’s breach of any law or regulation, including but not limited to the Payment Card Industry

standards; or (c) a breach of any of Customer’s representations, warranties, obligations, covenants,

or agreements contained in this Agreement or any Addendum.

Publicity. During the term of this Agreement, a Party may disclose in its

advertising and marketing materials the logo of the other Party and a link to the other Party’s website for

the purpose of advertising the relationship between the Parties.

Entire Agreement and Interpretation. The Order Form and this Agreement,

including and together with any related Addendums, exhibits, schedules, attachments, and appendices hereto

or thereto, constitutes the sole and entire agreement of the Parties with respect to the subject matter

contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations,

and warranties, both written and oral, regarding such subject matter. For purposes of this Agreement, except

as otherwise expressly provided or unless the context otherwise requires: (i) this Agreement and any

agreement or contract referred to herein shall mean such agreement as modified, amended, restated or

supplemented from time to time; (ii) any law, rule or regulation referred to herein shall mean such law,

rule or regulation as modified, amended or supplemented from time to time; (iii)any Person referred to

herein shall be construed to include such Person’s successors and assigns (subject to any restrictions set

forth herein or in any other applicable agreement); (iv) the terms defined in this Agreement have the

meanings assigned to them in this Agreement and include the plural as well as the singular, and the use of

any gender herein shall be deemed to include the other gender; (v) accounting terms not otherwise defined

herein have the meanings assigned to them in accordance with generally accepted accounting principles; (vi)

references herein to “Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without

reference to a document are to Articles, Sections, Subsections, Paragraphs and other subdivisions of this

Agreement; (vii) a reference to a Subsection without further reference to a Section is a reference to such

Subsection as contained in the same Section in which the reference appears, and this rule shall also apply

to Paragraphs and other subdivisions; (viii) the words “herein,” “hereof,” “hereunder” and other words of

similar import refer to this Agreement as a whole and not to any particular provision; (ix) the terms

“month,” “quarter,” and “year” shall mean, respectively, calendar month, calendar quarter, and calendar

year; (x) all references to “dollars” or “$” are to United States dollars; and (xi) the terms “include” or

“including” shall mean without limitation by reason of enumeration.

Notices. All notices, requests, consents, claims, demands, waivers, and other

communications under this Agreement (each, a “ Notice“) must be in writing and addressed to

the other Party at its address set forth in the Order Form (or to such other address that the receiving

Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all

Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or

registered mail (in each case, return receipt requested, postage prepaid) or electronic mail. Except as

otherwise provided in this Agreement, a Notice given by personal service shall be deemed effective on the

date it is delivered to the addressee, notice sent via electronic mail shall be deemed effective upon the

send date of the electronic mail, and notice mailed shall be deemed effective on the third day following its

placement in the mail addressed to the addressee; and if the Party giving the Notice has complied with the

requirements of this Section 13.

Severability. If any term or provision of this Agreement or any Addendum is

found by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction,

such invalidity, illegality, or unenforceability shall not affect any other term or provision of this

Agreement or Addendum, as applicable, or invalidate or render unenforceable such term or provision in any

other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable,

the Parties shall negotiate in good faith to modify this Agreement or Addendum, as applicable, to effect the

original intent of the Parties as closely as possible in order that the transactions contemplated hereby be

consummated as originally contemplated to the greatest extent possible.

Amendments. JustiFi may modify all or any part of this Agreement or any

Addendum from time to time, in which case JustiFi will update the “ Last modified” date at

the top of this Agreement. If JustiFi makes changes that are material, JustiFi will use reasonable efforts

to notify Customer. The updated Agreement and/or Addendum will be effective as of the time of posting, or

such later date as may be specified in the updated Agreement or JustiFi’s notice to you. Customer’s

continued access or use of the Services after the modification have become effective will be deemed

acceptance of the modified Agreement and/or Addendum. Except as set forth in this Agreement, this Agreement

may not be modified except in writing and signed by an authorized representative of each Party.

Waiver. No waiver by any Party of any of the provisions of this Agreement

shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as

otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy,

power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall

any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Assignment. Customer shall not assign, delegate, or subcontract any of its

rights or obligations under this Agreement without the prior written consent of JustiFi (not to be

unreasonably withheld). Any purported assignment or delegation in violation of this Section 17 shall be null

and void. No assignment or delegation shall relieve Customer of any of its obligations under this Agreement.

JustiFi may assign any of its rights or delegate any of its obligations to any affiliate or to any person

acquiring all or substantially all of JustiFi’s assets without Customer’s consent.

Successors and Assigns. This Agreement is binding on and inures to the benefit

of the Parties to this Agreement and their respective permitted successors and permitted assigns.

Relationship of the Parties. The relationship between the Parties is that of

independent contractors. The details of the method and manner for provision of the Services by JustiFi shall

be under its own control, Customer being interested only in the results thereof. JustiFi shall be solely

responsible for supervising, controlling, and directing the details and manner of the provision of the

Services. Nothing in this Agreement shall give Customer the right to instruct, supervise, control, or direct

the details and manner of the provision of the Services. Nothing contained in this Agreement shall be

construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment,

or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or

bind the other Party in any manner whatsoever.

Third-Party Providers. The Services may contain links to third-party materials

that are not owned or controlled by JustiFi. JustiFi does not endorse or assume any responsibility for any

such third-party services, information, materials, products, or services. JustiFi may reference, enable

Customer to access, or promote (including through the Services) one or more services, products or promotions

provided by a third party (“ Third-Party Provider”) that utilizes, integrates with or is

ancillary to the Services (“ Third-Party Services”). If Customer accesses a third-party

website, application or service, or Third-Party Service from the Services, Customer does so at your own

risk, and Customer agrees that this Agreement and JustiFi’s Privacy Policy do not apply to Customer’s use of

such Third-Party Services. Customer expressly relieves JustiFi from any and all liability arising from

Customer’s use of any third-party websites, applications, services, or content. Customer may be required by

JustiFi or Third-Party Provider to enter into terms and conditions governing access to and use of a

Third-Party Services, whether attached hereto or to an Order Form or otherwise made available to Customer by

JustiFi or such Third-Party Provider (“ Third-Party Terms”). Access to or use of a

Third-Party Service by Customer is subject to the terms of this Agreement and the applicable Third-Party

Terms. In the event of any conflict between the Third-Party Terms and any other provision in this Agreement,

the Third-Party Terms will prevail solely with respect to the applicable Third-Party Service. If a

Third-Party Provider requires Customer to agree to changes to the relevant Third-Party Terms as a condition

of Customer’s continued access to certain Third-Party Services, JustiFi will use commercially reasonable

efforts to notify Customer in writing of the changes and their effective date, and Customer will not engage

in further access to or use of the applicable Third-Party Services upon such effective date unless it has

accepted such changes. Customer’s continued use of the applicable Third-Party Service after receipt of such

notification and the effective date of such changes will constitute Customer’s acceptance of such changes.

Customer acknowledges that the relevant Third-Party Provider is solely responsible for performance of its

respective Third-Party Service(s) and, except as required by applicable privacy law or regulation, JustiFi

has no liability for the acts or omissions of any Third-Party Provider.

No Third-Party Beneficiaries. This Agreement benefits solely the Parties to

this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express

or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature

whatsoever under or by reason of this Agreement.

Choice of Law. This Agreement and all related documents including all

Addendums attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in

contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of

Delaware, without giving effect to the conflict of laws provisions thereof to the extent such principles or

rules would require or permit the application of the laws of any jurisdiction other than those of the State

of Delaware.

Choice of Forum. Each Party irrevocably and unconditionally agrees that it

will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in

any way arising from or relating to this Agreement, including all Addendums and other attachments and

appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort,

fraud, and statutory claims, in any forum other than the state or federal courts in the State of Delaware.

Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees

to bring any such action, litigation, or proceeding only in the state or federal courts in the State of

Delaware. Each Party agrees that a final judgment in any such action, litigation, or proceeding is

conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by law.

WAIVER OF JURY TRIAL. \\ EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY

THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING ADDENDUMS, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS

AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY

IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL

ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY ADDENDUMS, ATTACHMENTS OR APPENDICES

ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. **

Force Majeure. No Party shall be liable or responsible to the other Party, or

be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or

performing the Services or any term of this Agreement or any Addendum (except for any obligations of

Customer to make payments to JustiFi hereunder), when and to the extent such failure or delay is caused by

or results from acts beyond the impacted party’s (“I mpacted Party”) reasonable control,

including, without limitation, the following force majeure events: (a) acts of God; (b) flood, fire,

earthquake, epidemic, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or

not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e)

embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency;

and (g) other similar events beyond the reasonable control of the Impacted Party (“ Force Majeure

Events”). The Impacted Party shall give notice within five (5) days of the Force Majeure Event

to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party

shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event

are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably

practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains

uncured for a period of thirty (30) days following written notice given by it under this Section 24, the

other Party may thereafter terminate this Agreement upon ten (10) days’ written notice.

Third-Party Financial Products Addendum

Third Party Financial Products Referrals.

JustiFi may make available third party financial products, such as insurance and lending programs and

products to be offered to customers of End Users (“ Third-Party Financial Products”),

that Customer may promote to its commercial end-user customers (“End Users”), whether on its website or

otherwise, subject to the terms herein. JustiFi may, at its sole and entire discretion, inform Customer

what it deems appropriate and required to promote the Third-Party Financial Products. JustiFi or

Financial Partner may modify the available Third-Party Financial Products from time to time and in

JustiFi’s or Financial Partner’s respective sole discretion. Customer agrees to comply with JustiFi’s

and Financial Partner’s reasonable policies and procedures for making referrals, as provided to Customer

in writing from time to time.

Marketing. While Customer shall have the right to prepare and disseminate

advertisements, tombstones, and other marketing materials promoting Third-Party Financial Products to End

Users, all such materials require JustiFi’s prior written approval.

Compliance with Applicable Law. Notwithstanding anything in the Agreement to

the contrary, Customer shall be solely responsible for complying with any and all Applicable Laws related to

the use and the publishing and marketing of the Third-Party Financial Products and any solicitation of

customers.

Collection of End-User Data. Customer consents to JustiFi collecting and

disclosing information related to the disclosure, publishing, and purchase of Third-Party Financial Products

by Customer’s End Users and consents to JustiFi using and disclosing such information to the Third-Party

Provider of such Third-Party Financial Products (such party providing the Third-Party Financial Products,

the “Financial Partner”) for the Financial Partner to perform and provide the Third-Party Financial

Products.

Intellectual Property Rights. Customer shall not use the logo, service marks,

registered trademarks, or other intellectual property rights, as the case may be, of Financial Partners

without the prior written consent of JustiFi and/or such Financial Partner.

Referrals and Financial Partner Agreements. Customer may refer End Users to

JustiFi for JustiFi to facilitate the offering of Third-Party Financial Products to such End Users from

Financial Partner. Financial Partner shall exclusively evaluate each End User’s application to determine

whether to approve or reject the such End User’s application for Third-Party Financial Products. Customer

may not represent to End Users that they have been approved for Third-Party Financial Products, unless

otherwise instructed by JustiFi in writing. Each approved End User must enter into an agreement with

Financial Partner for Third-Party Financial Products (the “ Financial Partner Agreement”).

Any such End User that enters into the Financial Partner Agreement based on the introduction by Customer

shall be deemed a “ Merchant End User”. The pricing and fees charged for such Third-Party

Financial Product (“ End User Financial Product Fee”) shall be determined by Financial

Partner or JustiFi. If required by JustiFi, Customer shall disclose (in a full and fair manner and in

compliance with Applicable Law) to any End User prior marketing Third-Party Financial Product to such End

User the End User Financial Product Fee. JustiFi may provide documentation and other instructions related to

the disclosures of the End User Financial Product Fee to its End Users, which Customer agrees to follow in

connection with its disclosures.

**Fees. ** For each Merchant End User, JustiFi will pay to Customer the amounts

set forth in the Order Form from revenue received by JustiFi from Financial Partner in connection with

Merchant End User under the Financial Partner Agreement (the “ Revenue Share”). JustiFi

reserves the right to offset any of the following from the Revenue Share it owes to Customer: (A) any

amounts owed by Customer or any Merchant End User to JustiFi or Financial Partner; (B) any revenue paid to

Customer but that is uncollected from the Merchant End User or Financial Partner or that is refunded by

JustiFi or Financial Partner to the Merchant End User; or (C) any fines, fees, penalties, or other losses

incurred by JustiFi or Financial Partner due to the acts or omissions of Customer or any Merchant End User.

In the event that Customer’s Revenue Share for a Merchant End User does not exceed $1,000 for three

consecutive months, JustiFi may terminate the Revenue Share for such Merchant End User and no further

payments will be paid with respect to such Merchant End User. In the event that Customer disputes any

Revenue Share due or payable hereunder, Customer agrees to notify JustiFi in writing (email being

sufficient) within sixty (60) days of the date it receives payment of the disputed Revenue Share; provided,

however, Customer waives any claim against JustiFi regarding any payment that it fails to dispute within

such sixty (60)-day period. Without limiting any rights under applicable law or as otherwise set forth

hereunder or under this Agreement, Customer acknowledges and agrees that Revenue Share may be subject to

offset from time to time (i) for any chargebacks or other liabilities suffered or reasonably expected to be

suffered by JustiFi or Financial Partner; and (ii) to collect outstanding amounts due to JustiFi or

Financial Partner in accordance this Agreement or under any Financial Partner Agreement. Each party is

responsible for its own payment of all federal, state, and local taxes regarding commissions, residuals,

bonuses or other forms of income with respect to the revenues it receives hereunder and shall be solely

responsible for the withholding, reporting, and payment of any and all costs, expenses, penalties, fines

and/or all taxes with respect to any employee, agent and/or independent contractor working on behalf of such

party. JustiFi will pay the Revenue Share owed to Customer by credit to an account designated by Customer

within thirty (30) days after the last day of the month in which the Revenue Share becomes due or, if

Customer has not designated an account, to any transaction account JustiFi has on record for Customer.

Third-Party Services. Customer understands that Third-Party Financial Products

are provided via, or in connection with, a Financial Partner that is a Third-Party Provider. Customer

understands that the provision and performance of such Third-Party Financial Products is dependent on

Third-Party Providers, and JustiFi has no control over such Third-Party Providers. JustiFi shall not be

liable for the acts or omissions of any Third-Party Provider in connection with the Third-Party Financial

Products, and Customer waives any claims you may have against JustiFi for failure of Third-Party Financial

Products to perform as expected and for any failures or performance of Third-Party Providers or Third-Party

Services. If Customer has a dispute relating to Third-Party Financial Products provided by Third-Party

Providers, Customer releases JustiFi (and its affiliates and subsidiaries, and their respective officers,

directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind

and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into

this release, Customer expressly waives any protections (whether statutory or otherwise) that would

otherwise limit the coverage of this release to include only those claims which Customer may know or suspect

to exist in your favor at the time of agreeing to this release.

Additional Termination Rights. In addition to JustiFi’s rights to terminate in

accordance with the Agreement, JustiFi may terminate this Addendum and the availability of any or all of the

Third-Party Financial Products immediately in the event (a) Customer’s violation of Applicable Law or

noncompliance with this Addendum; (b) Financial Partner requires termination of this Addendum; (c)excessive

losses on the Third-Party Financial Products; (d) if the underlying company terminates its contract with an

Financial Partner relating to a Third-Party Financial Product rendering any or all of the Third-Party

Financial Products unavailable; or (e) the contract between a Financial Partner and JustiFi is terminated.

Delays and Unavailability of Programs. Financial Partners shall not be liable

for any delay in or failure of its performance under this Addendum for the unavailability of the Third-Party

Financial Products to the extent such unavailability is caused by a Force Majeure Event.

Limitation of Liability. JUSTIFI SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO

CUSTOMER OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR END-USERS REGARDING ANY ACT

OR FAILURE TO ACT BY A FINANCIAL PARTNER OR ANY WAY RELATED TO THE THIRD-PARTY FINANCIAL PRODUCTS.

Indemnity. Customer is responsible for its own actions or inactions, those of

its officers, directors, shareholders, employees, and agents, including any third-party service providers.

Customer will defend, indemnify, and hold JustiFi harmless from any loss, claim, liability, or expense,

including, without limitation, attorneys’ fees and costs, arising out of or in connection with Customer’s

failure to observe or comply with the provisions of this Addendum, including any actions or inactions, those

of its officers, directors, shareholders, employees, and agents, including any third-party service

providers. This indemnity shall survive the expiration or termination of this Addendum.

US Payment Processing Support Service Addendum

If indicated on the Order Form, Customer may solicit

applications from its Merchants that are interested in procuring certain payment processing services, as further

described in the Merchant Agreement (“ Payment Processing Services”), in connection with the sale of

goods or services by such customers.

Referral Services.

1. Subject to the terms hereunder, Customer may promote Payment Processing Services whether on its

website or otherwise. JustiFi may, at its sole and entire discretion, inform Customer what it deems

appropriate and required to promote the Payment Processing Services, which may include requiring

that the Payment Processing Services are integrated with the Customer’s website or mobile

application available to Merchants.

2. Customer has no authority to enter into any agreement on behalf of JustiFi with, nor to make any

binding representation or warranty on behalf of JustiFi to, any third party.

3. The form of any application for Payment Processing Services that may be provided to Prospective

Merchants must be approved by JustiFi. Customer shall verify that each prospective Merchant conducts

or intends to conduct a bona fide business operation. Each Prospect whose application for Payment

Processing Services has been approved by JustiFi that subsequently decides to procure the Payment

Processing Services and executes the Merchant Agreement, which may be found at https://justifi.tech/merchant-agreement (the

“ Merchant Agreement”), as a result of the exclusive efforts by Customer shall be

deemed a “Merchant.” Customer shall not be a party to the Merchant Agreement; provided, however,

Customer is responsible and liable for the obligations of Merchant, any Equipment (as defined in the

Merchant Agreement) (if any), including any lease of Equipment (as defined in the Merchant

Agreement), any lease rental payments related to such Equipment and any damage or other loss or

liability related to the Equipment whether caused by Customer, Merchant or any other third party,

and Transactions (as defined in the Merchant Agreement); provided, further, Merchant bears primary

financial responsibility for Merchant Transactions, disputes, chargebacks and any liability, fines,

penalties or losses related to Transactions, whether incurred by JustiFi or Bank (as defined in the

Merchant Agreement) (collectively, “ Transaction Losses”) and Customer bears

ultimate financial responsibility for Transaction Losses. JustiFi may hold Customer responsible for

Transaction Losses, but it may first request payment from Merchant (request may be made through any

communication means, including electronic mail). Thereafter, Customer is responsible, and shall

reimburse JustiFi and Bank, for all Transaction Losses. Except as specifically set forth in this

subsection, JustiFi has no collections or demand obligations with respect to Merchant before

requiring Customer to reimburse or pay JustiFi or Bank for any Transaction Losses. Customer shall

ensure Merchant complies with Merchant Agreement. Customer shall ensure that each Prospect enters

into the Merchant Agreement, in compliance with applicable law and to ensure the Merchant Agreement

is enforceable against such Prospect.

4. JustiFi may, in its sole and absolute discretion, accept or decline to enter into any agreement

with the Merchant referred from time to time by the Customer (the “ Prospect”). In

addition, the acceptance by JustiFi of any Prospect is conditional upon execution of the Merchant

Agreement between Prospect and JustiFi.

5. Upon referring any Prospect to JustiFi, Customer shall communicate to JustiFi all the information

that it has respecting the Prospect and Prospect’s business in order to assist JustiFi in making its

decision whether to accept or decline such Prospect. Without limiting the generality of the

foregoing, such information includes information respecting the Prospect’s solvency and the prior

business relationships between the Prospect and other payment service providers. Customer shall also

use reasonable efforts to assist JustiFi in collecting any information from a Prospect or Merchant.

6. Where Customer submits to JustiFi an application for Payment Process Services, Customer represents

and warrants that, to the best of its knowledge and following reasonable verification, the

information contained in such application is true and complete in all material respects.

7. Customer shall not refer to JustiFi any Prospect if Customer has any reason to believe that such

Prospect is engaged in unlawful, dishonest or disreputable activities, or that the referral would

constitute a breach of any contract to which the Prospect is a party.

8. Nothing in this Addendum prohibits each party from entering into the same or similar agreements

with any person.

9. Customer agrees to comply with JustiFi’s reasonable policies and procedures for making referrals,

as provided to Customer in writing from time to time.

10. Subject for the sole purpose of promoting Payment Processing Services or JustiFi as further

described herein, as the case may be, each party hereby grants to the other party the limited right

to use the other party’s trademarks, logos and URLs provided by the other party and as may be

amended by such other party from time to time (the “ Customer Marks” or the

“ JustiFi Marks”, as the case may be). Each party may revoke this right at any time

by giving the other party a written notice (including via email). Nothing hereunder grants Customer

a right to use the Visa, MasterCard, Discover or American Express trademark on marketing materials,

such as business cards, web sites or letterhead, and Customer may only use such trademarks to the

extent it has authority to do so. Customer acknowledges that Visa, MasterCard, Discover and American

Express are the sole and exclusive owners of their respective trademarks and agrees that it will not

contest the ownership of such trademarks for any reason whatsoever. All JustiFi Marks and

promotional and marketing materials related to the Payment Processing Services, including, but not

limited to, any promotional and marketing materials being created pursuant to, or in connection with

the services contemplated by, this Addendum, that are used in the promotion of JustiFi, or Payment

Processing Services are subject to JustiFi’s review and prior written approval (“ Marketing

Materials”). All costs associated with the creation of such promotional and Marketing

Materials are the sole responsibility of Customer. Customer acknowledges and agrees that the

marketing of the Payment Processing Services may include the phrase “Powered by JustiFi” or such

similar designation.

11. Customer agrees not to associate Marketing Materials with content that is unlawful in any manner,

or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually

explicit, violent, discriminatory, or otherwise objectionable. Customer agrees not to send

unsolicited electronic messages to multiple unrelated recipients (“Spamming”) in their promotional

efforts described herein, or otherwise to engage in any other form of mass electronic communications

prohibited by applicable law in connection with activities contemplated under this Addendum. In the

course of soliciting prospective Merchants hereunder, Customer may not: (i) publish or employ or

otherwise cooperate in any misleading or deceptive advertising material with regard to JustiFi or

the Payment Processing Services, (ii) make no representation, warranties or guarantees to potential

merchants with respect to the specification, features or capabilities of the Payment Processing

Services that are inconsistent the Merchant Agreement and other documentation provided by JustiFi to

Customer, (iii) avoid deceptive or misleading practices that are detrimental to JustiFi and (iv) not

make any promise to a prospective Merchant that it will be approved prior to review and approval by

JustiFi. The Payment Processing Services are governed by Payment Network Rules (as defined in the

Merchant Agreement), and Customer shall comply with all applicable Payment Network Rules.

PCI Obligations.

1. Customer agrees to comply at all times with the PCI Data Security Standards and requirements as

defined by the Payment Card Industry Security Standards Council (“ PCI”) and any

amendment or modifications of such standards (the “ PCI Standards”). Customer also

acknowledges i) its responsibility regarding the security of any cardholder data in its possession;

ii) the ownership by each payment card brand, JustiFi, each financial institution that issues a card

to a cardholder (“ Issuer”), and Merchant of cardholder data; and iii) that

cardholder data can only be used for assistance of card brand, JustiFi, Issuer and Merchant in

completing a Transaction (as defined in the Merchant Agreement), supporting a loyalty program,

providing fraud control services, or for others uses required by law.

2. Customer acknowledges that as part of its compliance with the PCI Standards, it may be required, by

JustiFi or the PCI Standards, to agree to undergo certain security audits by PCI representatives or

PCI approved third parties (“ Third Party Auditors”). Customer acknowledges and

agrees that the Third Party Auditors will have the right to audit Customer, at Customer’s expense,

in order to ensure that the services offered by the Customer meet the PCI Standards, including but

not limited to, Customer’s security procedures. Any audits of Customer by Third Party Auditors shall

be conducted during normal business hours and in a manner that does not unduly disrupt the

operations of Customer. Customer will be provided reasonable advance written notice of any such

audit.

3. In the event Customer experiences a security intrusion in which the security of cardholder

information is suspected to have happened, or suspected of being threatened or breached

(“ Security Intrusion”), Customer will fully cooperate with JustiFi and the

applicable card association(s) to conduct a thorough security review of such Security Intrusion.

During the term of this Addendum and for a minimum period of twelve (12) months following the

termination or expiration of this Addendum, Customer will fully cooperate with Customer, applicable

card association(s), governmental agencies, and others in security intrusion investigations of

suspected disclosure of cardholder data and violations of applicable statutes or card association

operating rules and regulations.

Merchant Rate; Proceeds.

1. Customer shall disclose (in a full and fair manner and in compliance with Applicable Law) to any

Prospect prior to the execution of the Merchant Agreement the pricing and fees charged for Payment

Processing Services and Equipment (and any transaction processed in connection therewith) (the

“ Merchant Rate”), as well as any changes to the Merchant Rate after the execution

of the Merchant Agreement. Customer may set the Merchant Rate, and shall be responsible for ensuring

such Merchant Rate is compliant with card network rules and Applicable Laws. Customer must also set

the Merchant Rate in the JustiFi system. Customer agrees not to set the Merchant Rate below the Buy

Rate (as defined below). Without modifying any other obligation of Customer hereunder, Customer must

present the Merchant Rate using any form approved, and in a formatted required, by JustiFi. Without

limiting the generality of the foregoing, Customer may not communicate to any Prospect or any other

third party any prices or fees for Payment Processing Services other than the Merchant Rate.

Notwithstanding the foregoing, JustiFi may require Customer to modify the Merchant Rate, and

Customer shall promptly make any such modifications to the Merchant Rate required by JustiFi.

Customer shall be solely responsible and liable for making all disclosures of the Merchant Rate to

the Merchants, including any changes made thereto, in compliance with Applicable Law and taking all

other steps that may be required by Applicable Law in connection thereto, including, if applicable,

obtaining any Merchant’s consent to any changes to the Merchant Rate. JustiFi may provide

documentation and other instructions related to the disclosures of the Merchant Rate to Merchants,

which Customer agrees to follow in connection with its disclosures.

2. JustiFi shall pay to Customer the Merchant Rate less the buy rate and fees indicated on the Order

Form (“ Buy Rate” and such

resulting amount, the “ Proceeds”) to Customer for a Merchant in accordance with the

Order Form (unless otherwise agreed by the parties) as long as: (i) Customer is in material

compliance with the terms hereof and this Addendum has not been terminated or expired; (ii) JustiFi

received compensation from its partner bank or payment processor for such Merchant; and (iii) such

Merchant is processing transactions in compliance with its Merchant Agreement. The Buy Rate may be

updated by JustiFi from time to time in its sole discretion.

1. JustiFi reserves the right to offset any of the following from the Proceeds it owes to

Customer: (A) any amounts owed by Customer or any Merchant to JustiFi or Bank (as defined in the

Merchant Agreement); (B) any revenue paid to Customer but that is uncollected from the Merchant

or Bank (as defined in the Merchant Agreement) or that is refunded by JustiFi or Bank (as

defined in the Merchant Agreement) to the Merchant; or (C) any fines, fees, penalties, or other

losses incurred by JustiFi or Bank (as defined in the Merchant Agreement) due to the acts or

omissions of Customer or any Merchant.

2. In the event that Customer’s total fees do not exceed $1,000 for three consecutive months,

JustiFi may terminate this Addendum and no further payments will be paid.

3. In the event that Customer disputes any Proceeds due or payable hereunder, Customer agrees to

notify JustiFi in writing (email being sufficient) within sixty (60) days of the date it

receives payment of the disputed Proceeds; provided, however, Customer waives any claim against

JustiFi regarding any payment that it fails to dispute within such sixty (60)-day period.

4. JustiFi will have the right to change or add fees or charges assessed to Merchant or Customer

that are the result of a new fees or charges, or increases thereto, that are passed-through to

JustiFi from Bank (as defined in the Merchant Agreement) or payment card associations solely to

the extent of the actual costs associated with such new or increase in fee or charges. Without

limiting any rights under applicable law or as otherwise set forth hereunder or under this

Agreement, Customer acknowledges and agrees that Proceeds may be subject to offset from time to

time (i) for any chargebacks or other liabilities suffered or reasonably expected to be suffered

by JustiFi or Bank (as defined in the Merchant Agreement); and (ii) to collect outstanding

amounts due to JustiFi or Bank (as defined in the Merchant Agreement) in accordance this

Agreement or under any Merchant Agreement. Each party is responsible for its own payment of all

federal, state, and local taxes regarding commissions, residuals, bonuses or other forms of

income with respect to the revenues it receives hereunder and shall be solely responsible for

the withholding, reporting, and payment of any and all costs, expenses, penalties, fines and/or

all taxes with respect to any employee, agent and/or independent contractor working on behalf of

such party. 3. JustiFi will pay the Proceeds owed to Customer by credit to an account designated by Customer

within thirty (30) days after the last day of the month in which the Proceeds becomes due or, if

Customer has not designated an account, to any transaction account JustiFi has on record for

Customer.

Non-Interference; Assistance; Privacy.

1. Non-interference. Customer agrees that it shall not directly or indirectly, alone or with the

assistance of any other party, take any action to encourage or incite any Merchant to terminate any

Merchant Agreement entered into between such Merchant and JustiFi.

2. Assistance. Customer, upon JustiFi’s request and at Customer's expense, will assist Customer with

respect to investigating and addressing any concerns raised by a card brand or any member of a card

brand in respect of this Addendum or any services provided by JustiFi to a Merchant and any

potentially fraudulent or questionable activities in respect of any services provided by JustiFi or

Customer to a Merchant.

3. Privacy. Customer is and will continue to conduct its business in compliance with applicable

privacy laws. With respect to any personal information that is provided by Customer to JustiFi,

Customer has obtained all necessary rights, consents and permissions sufficient for Customer to use

such personal information as contemplated by this Agreement.

**Indemnification.**Customer will indemnify and hold harmless JustiFi and its

employees, directors, officers, shareholders, agents and representatives, for losses, damages, costs, or

expenses that result from the Customer’s, Merchant’s or either such party’s third-party service providers'

gross negligence, willful misconduct, or breach of this Agreement or any Merchant Agreement.

Canada Payment Processing Support Service Addendum

If Customer subscribed to the Canada Payment Processing Services, as set forth on the Order Form, subject to the

terms hereunder, Customer may refer to JustiFi its customers that are located, or have at least one location, in

Canada (" Canadian Merchant") interested in procuring from Service Provider certain payment

processing services, as further described in the merchant agreement provided by JustiFi or First Data Canada Ltd.

or Wells Fargo Bank, N.A. (First Data Canada Ltd. and Wells Fargo Bank, N.A., individually and collectively, the

" Service Provider"), in connection with the Services (" Canadian Merchant Agreement",

and such payment processing services, the " Canadian Payment Processing Services"), and JustiFi

may, in turn, refer such Canadian Merchant to Service Provider.

Customer agrees that Service Provider is a Third-Party Provider, and JustiFi is not responsible for any activities,

actions or omissions of Service Provider. JustiFi has no obligation to Customer or Canadian Merchant under the

Canadian Merchant Agreement.

Referral Services.

a. Subject to the terms hereunder, Customer shall use best efforts to promote Canadian Payment Processing

Services offered by Service Provider. JustiFi does not offer the Canadian Payment Processing Services

but may, at its sole and entire discretion, refer Canadian Merchants made known to it by Customer to

Service Provider for Service Provider to provide Canadian Payment Processing Services to such Canadian

Merchants. JustiFi may, at its sole and entire discretion, inform Customer what it deems appropriate

and required to promote the Canadian Payment Processing Services, and Customer shall comply with such

instructions of JustiFi. Customer agrees to comply with JustiFi's reasonable policies and procedures

for making referrals, as provided to Customer in writing from time to time. Customer shall present

product offerings appropriate to how the Canadian Merchant conducts their business.

b. JustiFi may permit Customer to determine, and set through the Services, the price of the Canadian

Payment Processing Services to be charged to Canadian Merchants, subject to the terms hereof and any

instructions of JustiFi, as may be provided to Customer from time to time (the " Canadian

Merchant Rate"). The Canadian Merchant Rate must exceed a designated margin as described in

the Order Form (the " Buy Rate"). Customer shall ensure all fees and charges for

completing and submitting an application by Canadian Merchant for Canadian Payment Processing Services

(the " Application") and Canadian Merchant Rate are (i) clearly and conspicuously

disclosed to each prospective Canadian Merchant in writing by Customer in advance of submission of the

Application for consideration by Service Provider; and (ii) charged and collected by JustiFi, Customer

or Service Provider in accordance with Applicable Law and payment network rules. Customer shall be

responsible for ensuring such Canadian Merchant Rate is compliant with card network rules and Applicable

Laws. Customer must set the Canadian Merchant Rate in the JustiFi system. Without modifying any other

obligation of Customer hereunder, Customer must present the Canadian Merchant Rate using any form

approved, and in a format required, by JustiFi. Without limiting the generality of the foregoing,

Customer may not communicate to any Canadian Merchant or any other third party any prices or fees for

Canadian Payment Processing Services other than the Canadian Merchant Rate. Notwithstanding the

foregoing, JustiFi may require Customer to modify the Canadian Merchant Rate, and Customer shall

promptly make any such modifications to the Canadian Merchant Rate required by JustiFi. Customer shall

be solely responsible and liable for making all disclosures of the Canadian Merchant Rate to the

Canadian Merchants, including any changes made thereto, in compliance with Applicable Law and taking

all other steps that may be required by Applicable Law in connection thereto, including, if applicable,

obtaining any Canadian Merchant's consent to any changes to the Canadian Merchant Rate. JustiFi may

provide documentation and other instructions related to the disclosures of the fees charged to Canadian

Merchants for Canadian Payments Processing Services, which Customer agrees to follow. If a Canadian

Merchant is entitled to a refund of any such fee or charge by Customer (or JustiFi on behalf of

Customer), Customer shall refund such fee or charge in full no later than ten (10) days from the date

on which the Canadian Merchant is entitled to such refund or immediately upon demand by JustiFi or

such Canadian Merchant for a refund, whichever is earlier. The form of any application for Canadian

Payment Processing Services that may be provided to Canadian Merchants must be approved by JustiFi.

c. Customer represents that each Canadian Merchant conducts a bona fide business operation and maintains

any required business licenses/permits. Customer warrants that to the best of its knowledge and

following reasonable verification that as of the date of submission all information provided to JustiFi

be correct, complete and not misleading. Customer shall not refer to JustiFi any Canadian Merchant if

Customer has any reason to believe that such Canadian Merchant is engaged in unlawful, dishonest or

disreputable activities, or that the referral would constitute a breach of any contract to which the

Canadian Merchant is a party.

d. JustiFi may require Customer to maintain the Application on the Customer's digital platform accessible

by Canadian Merchants. Customer shall collect from each Canadian Merchant, and provide to JustiFi, any

information from Canadian Merchant, as requested by JustiFi or Service Provider from time to time. If

the Application is hosted on Customer's platform, Customer shall ensure that each Canadian Merchant

referred to JustiFi first completes the Application. Customer shall provide ongoing merchant support

with respect to questions regarding technical support, fees, statements, funding and other aspects of

the Canadian Payment Processing Services. Customer shall also assist JustiFi and Service Provider with

respect to activations either by performing the equipment installation or by informing the Canadian

Merchant of the activation process.

e. Customer shall promote the Canadian Payment Processing Services as its preferred offering.

" Preferred Offering" means that Customer will refer Canadian Merchants to JustiFi

unless (i) JustiFi or Service Provider declines to execute a Canadian Merchant Agreement with any

prospective Canadian Merchant, or (ii) JustiFi or Service Provider is unable to provide a Canadian

Merchant with the specific processing services required by such Canadian Merchant. In furtherance of

Customer's solicitation of Canadian Merchants, Customer will (i) communicate to Canadian Merchants the

existence and availability of the Canadian Payment Processing Services, provided that the nature and

content of such communication shall be in the reasonable discretion of JustiFi; (ii) distribute

promotional materials approved by JustiFi regarding the Canadian Payment Processing Services, to its

Canadian Merchants; and (iii) perform other reasonable services which JustiFi deems desirable to

promote and market the Canadian Payment Processing Services.

f. Customer will cause each Canadian Merchant to fully pay and perform its obligations under the Canadian

Merchant Agreement and any other agreement required by JustiFi from time to time (" Supplemental

Canadian Merchant Agreement") and to assist JustiFi in collecting any amounts owed by a

Canadian Merchant from time to time. Customer shall ensure that each Canadian Merchant enters into the

Canadian Merchant Agreement and Supplemental Canadian Merchant Agreement, each in compliance with

Applicable Law and to ensure each Canadian Merchant Agreement and Supplemental Canadian Merchant

Agreement is enforceable against such Canadian Merchant. Service Provider and JustiFi may, in its sole

and absolute discretion, accept or decline to enter into any agreement with the Canadian Merchant

referred from time to time by the Customer. In addition, the acceptance by JustiFi or Service Provider

of any Canadian Merchant is conditional upon execution of the Canadian Merchant Agreement between

Canadian Merchant and Service Provider and the Supplemental Canadian Merchant Agreement between

Canadian Merchant and JustiFi.

g. Except as expressly set forth herein, Customer shall not subcontract, assign, license or in any other

manner extend or transfer to any third party any right or obligation Customer has with respect to the

Canadian Payment Processing Services. Customer understands that JustiFi or Service Provider may, in

their sole discretion, refuse to accept Applications and Canadian Merchant Agreements.

h. Customer agrees that it will not, directly or indirectly, on behalf of itself or any other person or

entity, perform Canadian Payment Processing Services for any of the Canadian Merchants, or contact or

solicit any such Canadian Merchant for the purpose of providing Canadian Payment Processing Services.

This provision shall survive termination of this Addendum.

2. Customer has no authority to enter into any agreement on behalf of JustiFi or Service Provider with, nor to

make any binding representation or warranty on behalf of JustiFi or Service Provider to, any third party.

3. Neither Service Provider nor JustiFi shall be under any obligation to enter into any Canadian Merchant Agreement

with any Canadian Merchant solicited by Customer. Furthermore, in the event Service Provider enters into a

Canadian Merchant Agreement with a Canadian Merchant, Service Provider may terminate such Canadian Merchant

Agreement(s) in accordance with the terms thereof. Customer shall not be a party to the Canadian Merchant

Agreement; provided, however, Customer is responsible and liable for the obligations of Canadian Merchant,

including any transactions processed under or in connection with Canadian Merchant Agreement or Supplemental

Canadian Merchant Agreement, disputes, chargebacks and any liability, fines, penalties or losses related to

such transactions, whether incurred by JustiFi or Service Provider (collectively, " Transaction

Losses") and Customer bears ultimate financial responsibility for Transaction Losses. JustiFi has no

collections or demand obligations with respect to Canadian Merchant before requiring Customer to reimburse or

pay JustiFi or Service Provider for any Transaction Losses.

4. Notwithstanding anything under this Agreement to the contrary, Service Provider shall not be prohibited from

disclosing any information to the extent that it is related to Canadian Merchant Agreements, Canadian Merchant

accounts and records and other information regarding the Canadian Payment Processing Services to the extent

that such disclosure by Service Provider is for a bona fide business purpose. Customer agrees that Customer's

Confidential Information may be made available to any card or payment network with respect to which Canadian

Merchants submit transactions for processing under the Canadian Merchant Agreement or to supervisory or

regulatory authorities of Service Provider or JustiFi upon the written request of any of the foregoing.

5. Customer shall at all times operate its business in a professional manner and comply fully with Applicable Law.

This Addendum is made subject to the payment network rules and Customer acknowledges and agrees to be bound by

all applicable payment network rules. Customer agrees to indemnify and hold harmless any applicable payment

network and Service Provider and JustiFi with respect to which Canadian Merchants submit transactions for

processing under or in connection with the Canadian Merchant Agreement for any failure by Customer to comply

with the payment network rules, and to allow such parties to directly enforce the payment network rules. The

payment network rules shall control to the extent of any inconsistency with the terms and conditions of this

Addendum.

6. No assignee for the benefit of creditors, successor in interest, custodian, receiver, trustee in bankruptcy,

debtor in possession, sheriff or any other officer of a court, or other person charged with taking custody of

a party's assets or business, shall have any right to continue or to assume or to assign this Addendum.

PCI Obligations.

a. Customer agrees to comply at all times with the PCI Data Security Standards and requirements as defined

by the Payment Card Industry Security Standards Council (" PCI") and any amendment or

modifications of such standards (the " PCI Standards"). Customer also acknowledges i)

its responsibility regarding the security of any cardholder data in its possession; ii) the ownership

by each payment card brand, JustiFi, each financial institution that issues a card to a cardholder

(" Issuer"), and Merchant of cardholder data; and iii) that cardholder data can only

be used for assistance of card brand, JustiFi, Issuer and Merchant in completing a transaction under

or in connection with Canadian Merchant Agreement, supporting a loyalty program, providing fraud

control services, or for others uses required by law.

b. Customer acknowledges that as part of its compliance with the PCI Standards, it may be required, by

JustiFi or the PCI Standards, to agree to undergo certain security audits by PCI representatives or

PCI approved third parties (" Third Party Auditors"). Customer acknowledges and agrees

that the Third Party Auditors will have the right to audit Customer, at Customer's expense, in order

to ensure that the services offered by the Customer meet the PCI Standards, including but not limited

to, Customer's security procedures. Any audits of Customer by Third Party Auditors shall be conducted

during normal business hours and in a manner that does not unduly disrupt the operations of Customer.

Customer will be provided reasonable advance written notice of any such audit.

c. In the event Customer experiences a security intrusion in which the security of cardholder information

is suspected to have happened, or suspected of being threatened or breached (" Security

Intrusion"), Customer will fully cooperate with JustiFi, Service Provider and the applicable

card association(s) to conduct a thorough security review of such Security Intrusion. During the term

of this Addendum and for a minimum period of twelve (12) months following the termination or expiration

of this Addendum, Customer will fully cooperate with JustiFi, Service Provider, applicable card

association(s), governmental agencies, and others in security intrusion investigations of suspected

disclosure of cardholder data and violations of applicable statutes or card association operating

rules and regulations.

Merchant Agreements.

a. Customer shall only use the form or forms of Canadian Merchant Agreement that have been designated and

approved by JustiFi, and shall ensure each Canadian Merchant executes the Canadian Merchant Agreement

prior to accessing or using the Canadian Payment Processing Services. Service Provider or JustiFi may

from time to time amend the Canadian Merchant Agreement in their sole discretion. There may not be any

separate or other agreement between Customer and any Canadian Merchant in any way relating to the

Canadian Merchant's participation in the Canadian Payment Processing Services. For the avoidance of

doubt, the parties acknowledge and agree that nothing herein shall prohibit Customer from entering

into a separate agreement with a Canadian Merchant with respect to services unrelated to the Canadian

Payment Processing Services.

b. Service Provider shall make the final decision as to whether or not a Canadian Merchant may use the

Canadian Payment Processing Services.

c. Canadian Merchant Agreements and Canadian Merchant accounts and records shall be and remain the

exclusive property of Service Provider and JustiFi (as applicable). Customer acknowledges and agrees

that all Canadian Merchant Agreements and Canadian Merchant accounts and records may not be transferred,

assigned, sold or exchanged by Customer.

Fees.

a. JustiFi shall pay to Customer the Canadian Merchant Rate less Buy Rate, and such resulting amount, the

" Proceeds" to Customer for a Canadian Merchant in accordance with the Order Form

(unless otherwise agreed by the parties) as long as: (i) Customer is in compliance with the terms of

this Agreement and this Addendum has not been terminated or expired; (ii) JustiFi received compensation

and payment with respect to the Canadian Merchant from Service Provider, its partner bank or payment

processor for such Canadian Merchant; and (iii) such Canadian Merchant is processing transactions in

compliance with its Canadian Merchant Agreement. The Buy Rate may be updated by JustiFi from time to

time in its sole discretion.

i. JustiFi reserves the right to offset any of the following from the Proceeds it owes to Customer:

(A) any amounts owed by Customer or any Canadian Merchant to JustiFi or Service Provider; (B)

any revenue paid to Customer but that is uncollected from the Canadian Merchant or Service

Provider or that is refunded by JustiFi or Service Provider to the Canadian Merchant; or (C)

any fines, fees, penalties, or other losses incurred by JustiFi or Service Provider due to

the acts or omissions of Customer or any Canadian Merchant.

ii. In the event that Customer's total fees do not exceed $1,000 for three consecutive months,

JustiFi may terminate this Addendum and no further payments will be paid.

iii. In the event that Customer disputes any Proceeds due or payable hereunder, Customer agrees to

notify JustiFi in writing (email being sufficient) within sixty (60) days of the date it

receives payment of the disputed Proceeds; provided, however, Customer waives any claim against

JustiFi regarding any payment that it fails to dispute within such sixty (60)-day period.

iv. JustiFi will have the right to change or add fees or charges assessed to Canadian Merchant or

Customer that are the result of a new fees or charges, or increases thereto, that are

passed-through to JustiFi from Service Provider or payment card associations solely to the

extent of the actual costs associated with such new or increase in fee or charges. Without

limiting any rights under applicable law or as otherwise set forth hereunder or under this

Agreement, Customer acknowledges and agrees that Proceeds may be subject to offset from time

to time (i) for any chargebacks or other liabilities suffered or reasonably expected to be

suffered by JustiFi or Service Provider; and (ii) to collect outstanding amounts due to

JustiFi or Service Provider in accordance this Agreement or under any Canadian Merchant

Agreement. Each party is responsible for its own payment of all federal, state, and local

taxes regarding commissions, residuals, bonuses or other forms of income with respect to the

revenues it receives hereunder and shall be solely responsible for the withholding, reporting,

and payment of any and all costs, expenses, penalties, fines and/or all taxes with respect to

any employee, agent and/or independent contractor working on behalf of such party.

v. JustiFi will pay the Proceeds owed to Customer by credit to an account designated by Customer

within thirty (30) days after the last day of the month in which the Proceeds becomes due or,

if Customer has not designated an account, to any transaction account JustiFi has on record

for Customer.

b. Notwithstanding anything to the contrary, neither Service Provider nor JustiFi shall pay Customer for,

and Customer shall not knowingly solicit, any Canadian Merchant for Canadian Payment Processing Services

that is already receiving such services from Service Provider or its affiliates.

c. Customer shall pay JustiFi the fees and charges set forth in the Order Form. Upon prior written notice

to Customer, JustiFi may increase some or all of the fees by an amount equal to any increases levied

or imposed by Service Provider. For the avoidance of doubt, JustiFi may from time to time pass through

to Customer increases in fees to reflect any increases charged to JustiFi by Service Provider, upon

prior written notice to Customer.

d. Customer may not sell Customer's right to receive future residual payments relating to Canadian

Merchants developed by Customer pursuant to this Addendum (" Customer's Future Residuals"),

without the prior written consent of JustiFi. JustiFi may require Customer to first offer the Customer's

Future Residuals to Service Provider and for Customer to agree to the sale of such Customer's Future

Residuals to Service Provider on the terms determined by Service Provider.

e. Notwithstanding anything to the contrary, JustiFi obligation to make payments to Customer is conditioned

on, and subject to, JustiFi's receipt of corresponding payment from Service Provider. It is understood

that Service Provider may withhold payments related to any Canadian Merchant or referral hereunder,

and if Service Provider withholds such payment, JustiFi is under no obligation to make any corresponding

payment to Customer.

American Express, Diners Club, Discover and JCB Authorizations.

a. Customer agrees and understands that Service Provider may provide Amex authorization (and capture)

services only and that Service Provider shall in no respect be responsible for the funding of such

transactions. Funding shall be the sole responsibility of Amex.

b. Customer agrees and understands that fees of whatever type or nature assessed by Service Provider on

behalf of Diners, Discover and/or JCB, for authorization, capture and/or settlement services, are

subject to change on thirty (30) days' prior written notice or on such other notice period as set

forth in the Diners, Discover and/or JCB Rules.

11. During the term of this Addendum and for a period of two (2) years thereafter, Customer shall retain and allow

representatives of JustiFi, Service Provider or any payment or card network with respect to which Canadian

Merchants submit transactions for processing under the Canadian Merchant Agreement to, during normal business

hours, inspect Customer's place of business to conduct financial and procedural audits and make copies of

Customer's books, accounts, records and files pertaining to Customer's performance of services hereunder.

Customer shall make available records containing Canadian Merchant records as may be requested from time to

time by Service Provider or the payment or card network with respect to which Canadian Merchants submit

transactions for processing under the Canadian Merchant Agreement, their designees or any regulatory agent

as soon as possible but no later than seven (7) business days from the date of the request.

Marks.

a. Upon request by Customer, JustiFi may provide Customer and Canadian Merchants, at Service Provider's

or JustiFi's then-current charges, with promotional materials and supplies, including transaction

documents, credit vouchers and other forms. Upon termination of this Addendum, Customer shall

immediately discontinue and shall no longer use any promotional materials identifying Service Provider,

or containing any trade name, trademark, service mark, or logotype associated with Service Provider or

payment or card networks (collectively, the " Marks"), except to the extent such use

may be authorized under a separate agreement.

b. Customer acknowledges and agrees that the payment or card networks with respect to which Canadian

Merchants submit transactions for processing under the Canadian Merchant Agreement are the owners of

their respective Marks and may at any time and without notice prohibit Customer from using the Marks

for any reason. Customer agrees that it shall not contest the ownership of any Mark.

c. Customer shall not use any Mark on its own behalf and shall not suggest, imply or in any manner create

an impression that it is a member of any payment or card network with respect to which Canadian

Merchants submit transactions for processing under the Canadian Merchant Agreement, that it is other

than a referral partner of JustiFi, or that the payment or card network(s) with respect to which

Canadian Merchants submit transactions for processing under the Canadian Merchant Agreement in any way

endorse Customer or the services provided by Customer. Customer shall not state or infer in any

correspondence, supplies, materials and/or solicitations directed to any Canadian Merchant or prospective

Canadian Merchant, that the Service Provider or merchant materials of any other member of a payment or

card network are being replaced, are invalid, or should be destroyed. All materials including form

Applications, Canadian Merchant Agreements, Canadian Merchant statements, websites and promotional

materials: (i) must be approved by JustiFi before use; (ii) comply with the then current version of

the brand guides of Service Provider, as provided or made available to Customer; and (iii) may not

state or imply that Customer is participating in any activity precluded by the card or payment network

rules.

d. Nothing hereunder grants Customer a right to use the Visa, MasterCard, Discover or American Express

trademark on marketing materials, such as business cards, web sites or letterhead, and Customer may

only use such trademarks to the extent it has authority to do so. Customer acknowledges that Visa,

MasterCard, Discover and American Express are the sole and exclusive owners of their respective

trademarks and agrees that it will not contest the ownership of such trademarks for any reason

whatsoever.

e. Customer agrees not to send unsolicited electronic messages to multiple unrelated recipients

(" Spamming") in their promotional efforts described herein, or otherwise to engage

in any other form of mass electronic communications prohibited by applicable law in connection with

activities contemplated under this Addendum. In the course of soliciting prospective Canadian Merchants

hereunder, Customer may not: (i) publish or employ or otherwise cooperate in any misleading or

deceptive advertising material with regard to JustiFi, Service provider or the Canadian Payment

Processing Services, (ii) make no representation, warranties or guarantees to potential merchants

with respect to the specification, features or capabilities of the Canadian Payment Processing Services

that are inconsistent the Canadian Merchant Agreement and other documentation provided by JustiFi to

Customer, (iii) avoid deceptive or misleading practices that are detrimental to JustiFi and (iv) not

make any promise to a prospective Canadian Merchant that it will be approved prior to review and

approval by Service Provider.

Indemnification. Customer will indemnify and hold harmless JustiFi, Service

Provider, card and payment networks, and their respective employees, directors, officers, shareholders, agents

and representatives, for losses, damages, costs, or expenses that relate to (i) the Customer's, Canadian

Merchant's actions or omissions, including Canadian Merchant's violation of the Canadian Merchant Agreement;

(ii) any breach of its obligations under this Addendum, (ii) any warranty or representation made by Customer

to JustiFi being false or misleading, (iii) any representation or warranty made by Customer to any third

person other than as specifically authorized hereunder, (iv) any failure by Customer to fully comply with

Applicable Law or payment or card network rules, (v) any fraud by Customer or any Canadian Merchant, (vi) any

act of any contractor or vendor of Customer or Canadian Merchant, (vii) any penalties, fines, charges, losses

or damages incurred by Service Provider in connection with the Canadian Merchant or the provisioning of the

Canadian Payment Processing Services, whether or not such penalties, fines, charges, losses or damages are

charged to Service Provider or JustiFi; or (vii) any dispute that relates to the ownership, control, or

operation of Customer in connection with Customer's rights, interests, duties and obligations under this

Addendum.

Reimbursement. Customer shall reimburse Service Provider and JustiFi through

setoff or upon demand for all fines and penalties imposed, on Service Provider or JustiFi (or their respective

affiliates or service providers), by any payment or card network or any other regulatory authority as a result

of any action or inaction by Customer or Canadian Merchant or their respective contractors or vendors.

15. Service Provider may terminate any Canadian Merchant Agreement or Customer's ability to make referrals under

this Addendum at any time and without cause, and JustiFi may terminate this Addendum if required to do so by

Service Provider or to address any risks to Service Provider or any third party.

Relationship of the Parties. This Addendum does not create a relation of

principal and agent. Customer is not authorized to make any warranty or representation on behalf of JustiFi

or Service Provider. It is expressly understood that Customer and JustiFi are in all other respects independent

parties to a contract. Customer agrees that it will not represent to any person that it is the agent of JustiFi

or Service Provider, nor will it fail to correct any misunderstanding as to status.

17. Customer shall provide, in writing, to JustiFi all sales locations of Customer, and Customer represents and

warrants that it does not have any sales locations other than those provided. Customer shall provide JustiFi

with prior written notice of any change in the identity or location of any of its sales locations.

18. Service Provider may register Customer, in Canada, with all applicable payment or card networks. If requested

by JustiFi, Customer shall provide JustiFi and Service Provider with all documentation and execute such

documents as may be necessary for such registrations and any renewals thereof, and shall allow Service Provider

to review all such documentation as necessary. Customer shall reimburse JustiFi and Service Provider for all

fees paid by either such party for such registrations and renewals. Customer agrees to comply with all renewals

and reporting requirements required by Service Provider or JustiFi. Customer agrees to provide JustiFi with

prior written notice of any proposed change of ownership of Customer. Customer acknowledges and agrees that

Service Provider may terminate their relationship with each other or with JustiFi and JustiFi terminate this

Addendum based on the same.

Training. Customer shall adequately train all of its employees and contractors

and use reasonable efforts to cause its employees to perform in accordance with this Addendum, the card and

payment network rules and any training guidelines that may be provided by JustiFi and any payment or card

network with respect to which Canadian Merchants submit transactions for processing under the Merchant

Agreement. Upon request by JustiFi, Customer shall certify in writing that each of its employees and

contractors has successfully completed training. Customer shall provide copies of all proposed training

materials to JustiFi for its approval prior to use. Customer shall not use any training materials that have

not been approved in writing by JustiFi.

20. Customer will provide JustiFi with a list of the names of all of its employees and contractors and such

additional information as JustiFi may reasonably request from time to time regarding any employee or

contractors. Customer will provide JustiFi with a current employee and contractor list on a quarterly basis.

Customer will conduct appropriate background checks (including credit and criminal background checks) on all

employees and contractors.

Survival. The parties expressly agree that Sections 1(b), 1(f), 4, 6, 7, 9, 11,

12, 13, 14, 16, 21, and 22 (and any other provision that, by its nature, should survive termination or

expiration of this Agreement) shall survive the termination of this Addendum and shall remain enforceable to

the extent of any remaining unfulfilled performance obligation notwithstanding such termination.

Non-Interference; Assistance; Privacy.

a. Non-interference. Customer agrees that it shall not directly or indirectly, alone or

with the assistance of any other party, take any action to encourage or incite any Canadian Merchant

to terminate any Canadian Merchant Agreement entered into between such Canadian Merchant and JustiFi.

b. Assistance. Customer, upon JustiFi's request and at Customer's expense, will assist

Customer with respect to investigating and addressing any concerns raised by a card brand or any member

of a card brand in respect of this Addendum or any services provided by JustiFi or Service Provider to

a Canadian Merchant and any potentially fraudulent or questionable activities in respect of any services

provided by JustiFi, Service Provider or Customer to a Canadian Merchant.

c. Privacy. Customer is and will continue to conduct its business in compliance with

applicable privacy laws. With respect to any personal information that is provided by Customer to

JustiFi, Customer has obtained all necessary rights, consents and permissions sufficient for Customer

to use such personal information as contemplated by this Agreement. Notwithstanding anything to the

contrary, JustiFi may disclose any information provided by Customer in connection with this Addendum

or Canadian Merchant to Service Provider without liability.

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