RECITALS. (a) PROCESSING shall mean the right to accept debit cards, credit cards and other

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1 Merchant Services Agreement This Merchant Services Agreement ( Agreement ) is made and entered into as of this day, 2016, with an ( Effective Date ) of, 2016, by and between Praxis AR Management Corporation, registered in the State of Ohio, United States of America, hereinafter referred to as Praxis and MERCHANT, a [description of MERCHANT and location] hereinafter referred to as MERCHANT and is made with reference to the following facts: RECITALS WHEREAS, MERCHANT is engaged in the business of providing goods and/or services to customers and desires to accept credit and/or debit cards and/or prepaid Cards bearing the name and logo of the Visa or MasterCard credit card associations or the issuer of any other Card of any association or network, collectively, the Card Associations, that Praxis authorizes MERCHANT to accept and/or cash, where applicable, as a means of payment for those goods and/or services. Praxis is engaged in the business of providing, for a fee, electronic debit and credit card authorization, processing, ACH, data capture, deposit, clearing and settlement services. Praxis is also affiliated with an acquiring bank that can establish depository accounts for cash where applicable. WHEREAS, MERCHANT agrees to honor all valid Cards without discrimination and submit at the close of each business day all valid sales and credit slips ( Items ) for Card transactions for its business exclusively to Praxis according to the following terms and conditions, to which Praxis and MERCHANT agree. WHEREAS, MERCHANT desires to contract with Praxis for services as defined in this Agreement and in the Merchant Application Form and Requirements for Approval ( Merchant Application ), which is incorporated by reference herein. NOW, THEREFORE, in consideration of the mutual covenants contained herein being kept, paid and performed, the parties hereto agree as follows: I. DEFINITIONS. As used throughout this Agreement: (a) PROCESSING shall mean the right to accept debit cards, credit cards and other approved electronic payments on behalf of MERCHANT. (b) FEES shall mean monies charged to MERCHANT for each transaction or order placed via Praxis system and, where applicable, cash receipt reporting to appropriate federal, state and municipal taxing authorities where required by law. (c) SYSTEM shall mean the equipment, software, personnel and procedures established and maintained by Praxis for the purpose of processing orders for MERCHANT. Praxis, LLC/ Service Agreement revised 10/10/2016 1

2 (d) BANK FEES shall mean fees that are charged to MERCHANT per transaction for debit cards, credit cards, other approved electronic payment fees, cash deposit fees where applicable, bank monthly fees, charge backs and/or refunds. (e) INITIAL DEPOSIT shall mean that amount of money the acquiring bank may require a Merchant to deposit prior to commencing processing. (f) ROLLING RESERVE, where applicable, shall mean the agreed percentage that will be set aside from each daily deposit into a trust account at the processing bank as outlined in Exhibit A of this agreement. (g) CHARGEBACK shall mean a charge that a merchant pays to a customer after the customer successfully disputes an item on his/her credit card statement. II. AUTHORIZATION. MERCHANT shall use Praxis System for all debit card, credit card and other approved electronic payment processing as agreed to in this Agreement. In the event Praxis establishes a cash deposit account with its acquiring bank on behalf of MERCHANT, MERCHANT shall utilize Praxis cash receipt reporting programs. II. TERM. The term of this Agreement shall be for three (3) years from the effective date. THIS AGREEMENT SHALL BE AUTOMATICALLY RENEWED THEREAFTER FOR SUCCESSIVE ONE-YEAR PERIODS UNLESS MERCHANT GIVES WRITTEN NOTICE OF TERMINATION AT LEAST ONE HUNDRED EIGHTY (180) DAYS PRIOR TO THE EXPIRATION OF THE THEN EXISTING TERM. Your rights to make Card transactions and any other rights in this Agreement shall cease upon termination, and you shall return any of our property, equipment or forms. All obligations of MERCHANT under this Agreement for transactions prior to termination, including document retention, retrieval and all chargebacks, shall be binding on MERCHANT and Praxis and shall survive termination. Neither party will be liable to the other for damages, including prospective sales or profits, due to termination. IT IS THE EXPRESS AGREEMENT OF PRAXIS AND MERCHANT THAT THE ACQUISITION OF ITEMS HEREUNDER IS A FINANCIAL ACCOMMODATION AND IN THE EVENT MERCHANT BECOMES A DEBTOR IN ANY BANKRUPTCY OR SIMILAR PROCEEDING, THIS AGREEMENT CANNOT BE ASSUMED OR ENFORCED BY ANY OTHER PERSON AND PRAXIS SHALL BE EXCUSED FROM PERFORMANCE HEREUNDER. III. SERVICES PROVIDED BY PRAXIS. The responsibilities of Praxis shall be limited strictly to maintaining and operating the System, and providing the following services: Praxis, LLC/ Service Agreement revised 10/10/2016 2

3 (a) Praxis shall provide the means for total debit card, credit card and other approved electronic payment processing as requested by MERCHANT. (b) Debit card, credit card and other approved electronic payment processing will commence upon instructions from MERCHANT. A fee shall be payable to Praxis as outlined in this Agreement. (c) Praxis will provide access to all orders and fees via Praxis auditing system on a daily basis. (d) Praxis shall collect all money received from MERCHANT s debit card, credit card and other approved electronic payments and will deposit funds directly into MERCHANT s account three (3) times weekly. Sales period is defined from Saturday through Friday. (e) In the case of any refund/chargeback or cancellation of all or part of any orders made via the Praxis system, MERCHANT agrees to make refunds, or part thereof, plus fees outlined in this Agreement. (f) Where applicable, Praxis shall establish a cash deposit account with its acquiring bank for MERCHANT s exclusive use and will provide cash receipt reporting to appropriate federal, state and municipal taxing authorities where required by law. (g) The hours of operations support for the System shall be Praxis normal business hours, Monday through Friday 7 a.m. 5 p.m. Ohio Standard Time. Praxis processing system is operational 24 hours a day, 7 days a week. (h) Praxis shall, at its sole expense, maintain a central computer facility at such location or locations as it shall deem necessary for the operation of the System. The central computer facility will be in operation during Praxis normal business hours and will be adequately staffed at all times. (i) PRAXIS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY ACTION TAKEN BY PRAXIS OR THE RESULTS THEREOF, WHICH IS AUTHORIZED BY THIS AGREEMENT. PRAXIS MAKES NO GUARANTEES EXPRESS, IMPLIED OR STATUTORY IN CONNECTION WITH THIS AGREEMENT AND WITHOUT LIMITING THE FOREGOING, PRAXIS DISCLAIMS ALL WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRAXIS MAY UTILIZE SYSTEMS OF OTHERS, INCLUDING CARD ASSOCIATIONS. PRAXIS SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY INFORMATION PROVIDED BY OTHERS OR FOR THE USE OF ANY SYSTEM OR EQUIPMENT OF PRAXIS OR OTHERS OR FOR ANY CIRCUMSTANCES BEYOND ITS CONTROL. PRAXIS SHALL NOT BE LIABLE FOR LOST PROFITS, CONSEQUENTIAL, Praxis, LLC/ Service Agreement revised 10/10/2016 3

4 SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, EVEN IF PRAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SOLE AND EXCLUSIVE LIABILITY OF PRAXIS AND REMEDY OF MERCHANT HEREUNDER SHALL BE GENERAL MONEY DAMAGES FOR WILLFUL MISCONDUCT NOT TO EXCEED THE AMOUNT OF THE ITEM SUBJECT TO CLAIM OR DISPUTE, REGARDLESS OF THE CHARACTERIZATION OF SUCH ACTION. V. OBLIGATIONS OF MERCHANT. The responsibilities of MERCHANT shall be limited strictly to the following: (a) MERCHANT has received the Merchant Application presented by Praxis and MERCHANT agrees to the terms and conditions outlined in Praxis Merchant Application. For example, the Merchant Application contains a description of items subject to chargeback, certain promises and responsibilities of MERCHANT and other terms and conditions related to the processing of Card transactions, such as MERCHANT examining all Cards, obtaining authorization and obtaining authorization numbers for all Card transactions, and handling special situations, such as cardholder identification, sales without Cards, recovery of Cards upon request, returns and credits and recurring transactions. Transactions for any non-face-to-face transaction, i.e., internet, mail, telephone and pre-authorized orders, is subject to special requirements specified in the Merchant Application. MERCHANT may not impose minimum or maximum amounts or surcharges for any Card transaction that is not imposed generally to its customers for non-card transactions. (b) Where applicable, MERCHANTS that open and maintain cash deposit accounts with the Praxis acquiring bank shall provide any and all documentation required by said bank in the time specified by bank and will file, or cause to be filed, any and all cash receipt reporting to appropriate federal (IRS Form 8300), state and municipal taxing authorities where required by law. MERCHANT shall complete and sign a separate ACH Agreement, whose terms and conditions are incorporated into this Agreement as if fully set forth herein. (c) MERCHANT will use Praxis exclusively as its debit card, credit card and other approved electronic payment processor for the terms outlined in this agreement. (d) By signing this Agreement, MERCHANT authorizes Praxis to initiate and make deposits and withdrawals from any account which may be electronically transmitted or through an ACH or to delay or place holds on any amounts in such accounts in order to protect any of its rights and to obtain payment of any amount due to Praxis under this Agreement, including fees, charges and discounts without any further notice or demand. MERCHANT will confirm to any institution holding any account, the existence of this authorization and direct such to comply with Praxis directions and will not change any such confirmation or direction without our prior written consent. Praxis, LLC/ Service Agreement revised 10/10/2016 4

5 Any such confirmation, direction or authorization will remain in effect for at least 180 days after termination of this Agreement or, in our discretion, longer. We may, without notice, delay or stop making payments to MERCHANT, set off, retain or otherwise hold or direct MERCHANT s financial institution to place a hold on any funds to protect ourselves against losses, chargebacks, any amounts due or to become due under this Agreement or based on MERCHANT s financial condition or in the event MERCHANT submits transactions which are not authorized, do not conform to this Agreement, the Merchant Application or applicable law including transactions subject to verification by any Card Association or cardholder. MERCHANT agrees that Praxis and its acquiring bank will not be liable for any losses, either direct or indirect, due to holding of funds, suspension of processing, termination of this Agreement or any dishonor or any item as a result of these actions. MERCHANT agrees to promptly notify Praxis of any discrepancy within 10 days of receipt of any statement regarding MERCHANT s accounts. Any account is subject to review, verification, acceptance and audit by Praxis and its acquiring bank. Praxis may return items to MERCHANT for correction. MERCHANT GRANTS PRAXIS A LIEN AND SECURITY INTEREST IN THE SETTLEMENT ACCOUNT, THE RESERVE ACCOUNT, ALL ITEMS, INCLUDING FUTURE ITEMS, ANY RIGHTS TO RECEIVE CREDITS OR PAYMENTS UNDER THIS AGREEMENT AND ALL DEPOSITS AND OTHER PROPERTY OF MERCHANT THAT PRAXIS OR ITS AFFILIATES MAINTAIN, INCLUDING THE PROCEEDS THEREOF, AND MERCHANT WILL EXECUTE, DELIVER AND PAY THE FEES FOR ANY DOCUMENTS PRAXIS REQUESTS TO CREATE, PERFECT, MAINTAIN AND ENFORCE THIS SECURITY INTEREST. TO THE EXTENT PERMITTED BY LAW, MERCHANT IRREVOCABLY AUTHORIZES PRAXIS TO EXECUTE ANY FINANCING STATEMENTS OR OTHER DOCUMENTS NECESSARY RELATED TO THIS SECURITY INTEREST. MERCHANT represents and warrants that no other person or entity has a security interest therein and that this security interest secures MERCHANT s obligations to Praxis under this Agreement. Praxis shall have all rights of a secured party and MERCHANT must obtain the prior written consent of Praxis before granting any subsequent security interest. MERCHANT agrees that these accounts and secured property shall not be subject to any preference, claim or stay by reason of any bankruptcy or insolvency law. (e) Settlement Account. MERCHANT agrees to designate and maintain an account ( Settlement Account ) which accepts transfers, which does not have to be a separate account, but may be commingled) with a balance of available funds sufficient to accommodate MERCHANT s obligations under this Agreement, either with Praxis or at an institution acceptable to Praxis. If there are not sufficient available funds in the Settlement Account to cover MERCHANT s obligations, Praxis may Praxis, LLC/ Service Agreement revised 10/10/2016 5

6 make deductions from payments due MERCHANT from transactions. MERCHANT agrees to promptly pay Praxis on demand for all amounts owed under this Agreement. (f) Reserve Account. Praxis may also fund a Reserve Account on MERCHANT s behalf with deductions from payments due MERCHANT from transactions or by a charge against the Settlement Account or any other account. Praxis will hold or be entitled to the funds in the Reserve Account until such time as Praxis is satisfied that MERCHANT has no further obligations under this Agreement. MERCHANT agrees to set aside no less than ten percent (10%) rolling reserve paid out every one hundred and eighty (180) days. Example: on Day One of gross deposit, a ten percent reserve (10%) to be held by Praxis and will be paid out on the one hundred eighty-first (181 st ) day and so forth. (g) Praxis shall have the right, at any time and without notice, to charge back to MERCHANT, and deduct, withdraw or set-off from payments due MERCHANT from transactions or from the Settlement Account, the Reserve Account, any other account or from amounts due MERCHANT, for the full amount of any item designated by Praxis or a Card Association or Card issuing bank which fails to meet the requirements of this Agreement, the Offer, the Operating Regulations or applicable law ( Chargeback ). MERCHANT agrees to pay the amount of any chargeback and the costs and expenses of Praxis, including investigations, retrieval and legal fees and costs, related to any item subject to: (i) legal process, including reproduction of records, (ii) a bankruptcy or insolvency proceeding, or (iii) chargeback. If Praxis or any Card Association determines or suspects any item to be questionable, it is subject to chargeback. Praxis shall retain any discount or fee related to a chargeback transaction. Disputes relating to chargebacks shall be governed by this Agreement and the Merchant Application and any other documentation provided by the acquiring bank and/or Card Association, including MERCHANT s obligation to provide required documentation designated by Praxis or a Card Association or Card issuing bank which fails to meet the requirements of this Agreement, the Merchant Agreement or applicable law. MERCHANT agrees to obtain authorization for all Card transactions. MERCHANT acknowledges and agrees that authorization for a Card transaction (i) indicates only the availability of credit at the time of the authorization, (ii) does not warrant that the person presenting the Card is the rightful cardholder, and (iii) is not an unconditional guarantee by Praxis that any Card transaction will not be subject to chargeback. (h) MERCHANT agrees to keep confidential and store in a secured area with limited access and will not copy, publish, sell, exchange, disclose or provide to others or use any information, documents or data, provided or disclosed to MERCHANT, or any account information, including account numbers, related to Cards or cardholders for any purpose other than performing MERCHANT s obligations under this Agreement. MERCHANT shall not retain or store magnetic stripe data after a transaction has been authorized. Praxis, LLC/ Service Agreement revised 10/10/2016 6

7 If MERCHANT stores any electronically captured signature of a cardholder, MERCHANT may not reproduce such signature except upon specific request of Praxis. In addition, MERCHANT shall not disclose to any third party and shall retain in strictest confidence all information and data belonging to or relating to the business of Praxis (including without limitation the terms of this Agreement) and shall safeguard such information and data by using the same degree of care that MERCHANT uses to protect its own confidential information. MERCHANT shall not use the Praxis name or marks without our prior written consent and if consent to, MERCHANT shall obtain no right in its names or marks. MERCHANT authorizes Praxis and we may obtain from and share with others all financial, credit, sales, experience and other information about MERCHANT with its affiliates and as otherwise allowed by applicable law. VI. FEES AND RATES SETTLEMENT. For the services provided by Praxis, MERCHANT agrees to pay Praxis the nonrefundable fees, charges and discounts specified on the Merchant Application to Praxis. MERCHANT agrees to reimburse Praxis for the amount of any credit items, any items subject to chargeback and for any applicable fees, penalties, assessments, charges or fines that may be imposed. Praxis shall have the right to pass through to MERCHANT any increases in fees or costs due to changes by any Card Association or in anticipation of any Card Association liability. If any fee, including the discount rate or interchange rates charges by Card Associations, is based on a qualification and MERCHANT fails to meet the requirements for reduced fees, MERCHANT agrees that the fee may be adjusted to the proper amount and MERCHANT agrees to pay the increased amount including any additional surcharge. MERCHANT agrees to pay all taxes and other charges imposed by any governmental authority on the services provided under this Agreement. MERCHANT agrees to reimburse Praxis for all interchange or discount costs and expenses related to the enforcement of this Agreement, including investigation costs, reasonable attorneys fees, and costs, settlements, arbitration awards, Card Association fees or fines and court costs. Clearing and settlement services and availability of funds are subject to the procedures of Praxis and any respective financial institution. Praxis does not guarantee the timeliness of settlement, including by MERCHANT s depository institution. Praxis is not responsible for third-party processors, networks, systems, Card Associations, settlement switches, telecommunications or other forces beyond its reasonable control. Praxis will process all items and credit the Settlement Account for (i) the aggregate face amount of items acquired less (ii) the aggregate face amount of credit items, chargebacks, refunds, disputes, billing errors, adjustments, fines, processing fees and other amounts due Praxis. At the times designated, Praxis may deduct as a credit to the Settlement Account or as a deduction from any amounts owed MERCHANT, any amounts owed to Praxis by MERCHANT for processing fees, chargebacks and Card Association interchange and assessments for all items acquired during the applicable preceding period. Where Praxis charges a fee on a per-item (whether sales or credit) basis, the fee will be based on the applicable fee multiplied by the number of transactions. Where Praxis charges a fee based on a discount rate, the face amount of transactions is multiplied by the discount rate to determine the applicable fee. Praxis, LLC/ Service Agreement revised 10/10/2016 7

8 All fees shall become due and accrue on the fifth (5 th ) day of the month for transactions occurring in the previous month as described in the Merchant Application. VII. INDEMNIFICATION. In addition to any other indemnities in this Agreement (including the Merchant Agreement), MERCHANT agrees to indemnify, defend and hold Praxis and its affiliates (including officers, directors, employees, attorneys, shareholders, representatives and agents) harmless from and against any and all liabilities, judgments, arbitration awards, actions, suits, claims, demands, losses, damages, costs, expenses and attorneys fees or fees in bankruptcy proceedings, incurred in connection with: (a) an item that does not conform to the requirements of this Agreement, the Merchant Application or applicable laws; (b) arising out of any Card transaction or any act or omission in connection with a cardholder; (c) a breach or an alleged breach of any item, covenant, condition, representation, warranty or agreement by MERCHANT with any cardholder, any Card Association or to Praxis; (d) the rescission, cancellation or avoidance of Card transaction or item, by operation of law, adjudication or otherwise; (e) any claim, counterclaim, complaint, dispute or defense, whether or not well-founded with respect to a Card transaction; or (f) damages, including death or injury caused by the good or service purchased with the Card. VIII. MERCHANT REPRESENTATIONS, WARRANTIES AND COVENANTS. As a condition to transmitting any item to Praxis, MERCHANT hereby continuously warrants, covenants and represents compliance with all of the representations, warranties and covenants contained in this Agreement, the Merchant Application, and applicable law. Praxis may block the transactions or close terminals of MERCHANT without prior notice for breaches or suspected breaches of this Section, for other reasonable cause and in the event of termination of this Agreement. MERCHANT agrees that obtaining authorization for any Card transaction does not constitute a guarantee of payment to MERCHANT and does not relieve MERCHANT of liability for chargebacks. MERCHANT will not submit any item which is (i) not a bona fide, direct sales transaction between the MERCHANT and the cardholder in the MERCHANT s ordinary course of business (not including any transactions with an agent or representative of MERCHANT unless approved in advance by Praxis) or (ii) a transaction between a cardholder and an entity or source other than MERCHANT or (iii) a fraudulent transaction. MERCHANT is responsible for the actions of its employees and agents. Praxis may charge back any item at any time where a breach of any representation, warranty or covenant exists with respect to such item. MERCHANT will comply with applicable law. MERCHANT will provide business and financial information upon request by Praxis and will notify Praxis of any material change in name, location, ownership, nature of business, sale of products and/or services not related to its current business or any change in information furnished on any application or other information submitted to Praxis. Praxis, LLC/ Service Agreement revised 10/10/2016 8

9 IX. PREMATURE TERMINATION BY EITHER PARTY. Either party hereto may terminate this Agreement in the event that the other party (i) fails to account and make payment hereunder, and such failure is not cured within thirty (30) days after written notice thereof is sent to the other party or, (ii) fails to perform any other obligations required of it hereunder, and such failure is not cured within sixty (60) days after written notice thereof is sent to the other party. Such termination shall be effective upon the notifying party mailing a notice to the other party declaring its election to terminate. This Agreement shall automatically terminate in the event that either party goes into liquidation, whether voluntarily or involuntarily, suffers the appointment of a receiver for all or a substantial part of its assets or business, or otherwise takes advantage of or is subject to any other law relating to bankruptcy, insolvency or relief from the claims of creditors. No premature termination of this Agreement shall affect any right of either party accruing prior to such termination, whether such right is conferred by the terms of this Agreement or arises under general principles of law. X. COMPLIANCE WITH LAW. The parties hereto shall each comply with all federal, state and local laws and regulations respectively applicable to each party in connection with the operations contemplated hereunder. XI. TAXES. MERCHANT is responsible for the payment of any taxes arising out of MERCHANT S obligations under this Agreement, including, but not limited to, all federal, state and local personal and business income taxes, sales and use taxes, and other business taxes and license fees. XII. MISCELLANEOUS. (a) This Agreement (including the Merchant Application) constitutes the entire agreement between the parties and supersedes any prior oral or written communications. This Agreement may be modified or supplemented only by a written document signed by an authorized representative of each party. (b) Validity. If any provision of this Agreement is void or unenforceable, such determination shall not affect the validity or enforceability of any other provision of this Agreement. (c) Assignment. This Agreement shall be binding upon MERCHANT and Praxis and our respective heirs, successors and assigns. This Agreement shall not be assigned by MERCHANT without express prior written consent of Praxis and any purported assignment without such consent shall be void. Praxis may assign this Agreement to any affiliate or successor that is conducting a MERCHANT acquiring business upon the giving of notice to MERCHANT. Praxis, LLC/ Service Agreement revised 10/10/2016 9

10 (d) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof. No failure or delay by Praxis in exercising any power, right or remedy under this Agreement shall operate as a waiver. All waivers by Praxis must be in writing and signed by Praxis. (e) Financial Statements. MERCHANT shall provide financial statements and other information concerning MERCHANT S business and MERCHANT s compliance with the terms and provisions of this Agreement as Praxis may reasonably request. MERCHANT authorizes Praxis to obtain from third parties financial and credit information relating to MERCHANT in connection with this Agreement and Praxis continuing evaluation of MERCHANT. Upon request, MERCHANT shall provide to Praxis or its representatives reasonable access to MERCHANT s facilities and records for the purpose of performing any inspection and/or copying of MERCHANT s books and/or records deemed appropriate by Praxis. (f) All notices shall be in writing addressed to the party at the address set forth in the Specific Terms and Conditions, or such other address as from time to time may be designated in like manner. Such notices shall be deemed given on the date of receipt or refusal of delivery to the following address: Attn: PRAXIS AR MANAGEMENT ATTN: Christian Colon 6637 Strathcona Ave Dublin, OH Ph: ccolon@praxiscapitalinvestmentmanagement.com (g) This Agreement is not an agreement of lease, partnership or employment of Praxis or any Praxis employees by MERCHANT. Praxis shall not order any merchandise or equipment, incur any indebtedness, enter into any undertaking, or make any commitment in the name of MERCHANT or purporting to be on behalf of MERCHANT, except as required to do all things pursuant or incidental to Praxis, LLC/ Service Agreement revised 10/10/

11 the purposes and intents of this Agreement. (h) The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Ohio, United States of America, without regard to any otherwise applicable principles of conflicts of laws. (i) DISPUTES: Mediation and Arbitration. In the event of any dispute or controversy arising out of or related to this Agreement, including the interpretation of any provision of this Agreement or the default thereof, which dispute or controversy cannot be resolved informally by the Parties, the Parties shall first make a good faith formal effort to promptly resolve such dispute or controversy between them through mediation with Dispute Prevention & Resolution, Inc. ( DPR ) located at 6637 Strathcona Avenue, Dublin, OH If the Parties are unable to reach agreement, then such dispute or controversy shall be resolved by binding arbitration (a) administered by a single arbiter through DPR and who has a minimum of five (5) years of experience in commercial and business law; and, (b) carried out in accordance with the American Arbitration Association s Commercial Arbitration Rules then in effect. Any mediation or arbitration proceeding conducted hereunder shall be held in the state of Ohio. Any award rendered in an arbitration proceeding shall be final and binding upon the Parties and a judgment thereon may be entered in any court having competent jurisdiction. The fees and expenses of the arbiter shall initially be borne equally by the Parties, but may be awarded by the arbiter to the successful Party at the arbiter s sole discretion. (j) FORCE MAJEURE. Neither party shall be liable for any failure or delay in performing its obligations hereunder, which is due to any cause beyond its reasonable control, including without limitation fire, accident, act of public enemy, rebellion, labor dispute, insurrection, sabotage, transportation delays, shortage of raw material, energy or machinery, act of God, government or judiciary. (k) Each party to this Agreement represents and warrants that it has obtained all necessary corporate approvals to enter into this Agreement and that the person signing on behalf of each party has the authority to sign on the behalf of and bind such party to this Agreement. (l) Facsimile and Electronic Transmissions. Praxis and MERCHANT agree that facsimile transmissions and electronically scanned and transmitted documents are acceptable for purposes of this Agreement and that facsimile and electronic signatures shall be deemed as originals and have the full force and effect thereof. Praxis, LLC/ Service Agreement revised 10/10/

12 (m) Acknowledgement. Praxis and MERCHANT acknowledge that they have read and understand the foregoing remedies provisions, including the provisions relating to cure, mediation, liquidated damages, statute of limitations and waiver of claims, and by their signatures below, voluntarily and knowingly agree to be bound by all such provisions. Effective Date. This Agreement shall not be effective until accepted in writing by Praxis by dating and signing this Agreement. In witness whereof, the parties have hereunto set their hands and seals as of the date set out beneath their respective signatures. Praxis AR Management By: By: Title Title Date Date DATE ISSUED: October 5, 2016 The remaining page is blank Praxis, LLC/ Service Agreement revised 10/10/

13 Company Name: Mailing Address: EXHIBIT A (hereinafter referred to as MERCHANT") Hereby contracts for, and agrees to accept, compensation, rolling reserve and bank hold, by its acceptance agrees to provide, subject to the terms and conditions on the reverse side of the Agreement, and services listed below as outlined in this Agreement in Exhibit A and attachment A of this Agreement. One-time fees: Set-up fee: $ Hold as outlined in this Agreement is defined the initial deposit made with the acquiring bank will hold funds for four (4) days with release on the fifth (5 th ) day and each day thereinafter. Rolling Reserve is defined as the mutually agreed upon funds that will be deposited into Praxis trust account at acquiring bank said funds will be released on the one hundred eightyfirst day from first day of deposit and each day hereinafter as outlined in the Agreement. Schedule of Fees: USA-based purchases only (international bank fees may be higher) Paid by MERCHANT ACH transaction TBD ACH NFS returns fee per transaction TBD Merchant discount rate Credit/Debit Card 3.99% * Interchange % Cash service (pickup) fee TBD Transaction, Gateway Fee 1% Monthly maintenance and Statement fee $99.00 Refund and Retrieval Fee $5.00 Chargeback fee (per) $25.00 * *Wire fees $65.00 *Interchange varies depending on type of card presented, issuing bank requirements and card brand. ** Wires Processing Period: Saturday through Sunday with wires Wednesday, Thursday and Friday. The above schedule of fees is subject to revision upon sixty (60) day s written notice and upon mutual agreement. AGREED TO: (MERCHANT) Authorized Signature Date Typed or Printed Name Title ACCEPTED BY: Authorized Signature Date Typed or Printed Name Title Praxis, LLC/ Service Agreement revised 10/10/

14 Praxis, LLC/ Service Agreement revised 10/10/