Payment Processing Cardconnect Document

PAYMENT PROCESSING AGREEMENT — CARDCONNECT

RECITALS

Merchant Name:

Processor Name:

WHEREAS, Merchant operates a business that accepts payment card transactions and seeks payment processing and related services; and

WHEREAS, Processor provides payment card processing, settlement and related services (collectively, the Services) and is willing to provide such Services to Merchant subject to the terms and conditions set forth in this Agreement.

PARTY INFORMATION

SCOPE OF WORK

Processor shall provide the following services to Merchant: card transaction authorization, settlement, fund disbursement, dispute and chargeback handling support, payment gateway services, and related reporting and reconciliation (collectively, the Services). Merchant and Processor acknowledge that specific configuration and optional features are set forth below.

PAYMENT TERMS

Merchant shall pay Processor fees for Services as set forth below. Fees are payable in USD and are exclusive of taxes which shall be Merchant's responsibility unless otherwise required by law.

Chargebacks, fines, and other issuer, card network or acquirer assessments arising from Merchant transactions that are the result of Merchant's acts or omissions shall be the responsibility of Merchant. Processor may debit Merchant account(s) for such amounts in accordance with settlement procedures and may withhold funds or establish reserves to cover liabilities.

TERM AND TERMINATION

This Agreement commences on Start Date and continues through End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate for material breach if such breach is not cured within thirty (30) days after written notice, or immediately for insolvency, bankruptcy filing, or violation of card brand operating rules that materially jeopardizes Processor or acquirer relationships.

CONFIDENTIALITY

Each party will hold confidential and will not disclose to any third party, except as provided below, any non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential information excludes information that: (a) is or becomes public other than through breach of this Agreement; (b) is known to the receiving party without restriction prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's confidential information. Each party may disclose confidential information to its employees, agents, affiliates, acquirers or service providers who have a need to know provided such parties are bound by confidentiality obligations at least as protective as those herein.

DATA SECURITY & PCI COMPLIANCE

Merchant acknowledges that it is responsible for maintaining applicable PCI DSS standards for Merchant-controlled systems and for any cardholder data it stores, transmits, or processes. Processor will maintain administrative, physical and technical safeguards appropriate to protect cardholder data processed by Processor. Merchant shall cooperate with Processor and acquirers in any compliance audits and shall promptly remediate any security deficiencies affecting transactions.

INDEMNIFICATION; LIMITATION OF LIABILITY

Merchant shall defend, indemnify, and hold Processor harmless from and against any third-party claims, losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Merchant's breach of this Agreement, fraudulent transactions, breaches of law or card brand rules, negligence, or willful misconduct. Processor shall indemnify Merchant for Processor's gross negligence or willful misconduct.

EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS AND LIABILITY FOR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY MERCHANT TO PROCESSOR DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Venue for any dispute shall be the state or federal courts located in the jurisdiction selected above.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to any updated address provided in writing. Notices may be delivered by hand, certified mail (return receipt requested), or overnight courier and shall be effective upon receipt.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any schedules, addenda, and exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or communications. No amendment or modification shall be effective unless in a writing signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Processor may assign to an acquirer, affiliate or successor in connection with a merger or sale of Processor's assets.

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