1. 3. GENERAL INFORMATION BUSINESS LOCATION INFORMATION BUSINESS STRUCTURE

Transcription

1 MERCHANT PROCESSING APPLICATION AND AGREEMENT Office Name: Office Code: Sales Rep Name: Application Date: PA G E GENERAL INFORMATION BUSINESS LOCATION INFORMATION BUSINESS STRUCTURE Client Business Name (Doing Business As) Location Address City State Zip Location Phone Location Fax Prior Security Breach? Yes No (If yes, please attach your latest proof of PCI DSS compliance) Business Website Address Multiple Locations? Yes No (If Yes, enter # of locations) Additional location to existing MID Client Corporate/Legal Name Legal Address (If different than location) City State Zip Contact Name Contact Phone Fed Tax ID# Tax Filing Name (If different from Legal Name) Business Date Business Started Length of Current Ownership Send Retrieval/Chargeback Requests to: Legal Address DBA Address Sole Prop Partnership LLC/LLP C Corp S Corp Govt. (Local/State/Federal) 501 c/tax Ex. State Filing I certify that I am a foreign entity/nonresident alien. (If checked, please attach IRS Form W-8) 4. BANKING ACCOUNT INFORMATION & MEMBER BANK DISCLOSURE NOTE: Failure to provide accurate information may result in a withholding of merchant funding per IRS regulations. (See Part III, Section A.3 of your program guide for further information) Bank Name Bank Phone Routing # Account # Visa and MasterCard Member Bank Information as indicated below by agent: X Merrick Bank Mailing address 135 Crossways Park Drive North, Ste A100, Woodbury, NY Phone Number (800) ACH Method Combined *Must be a checking account. Savings accounts are not permitted. 5. OWNERS PARTNERS OFFICERS Name Title Percent of Ownership Home Address City State Zip Location Phone Social Security No. Date of Birth Name Title Percent of Ownership Home Address City State Zip Location Phone Social Security No. Date of Birth Prior Bankruptcies? Yes No Business and/or Personal Date Discharged SignaPay is a registered ISO of Merrick Bank, South Jordan UT.

2 6. 7. NATURE OF BUSINESS TRANSACTION INFORMATION PA G E 2 Business Type Retail Restaurant Mail/Telephone Order Internet Lodging Supermarket Government Petroleum Utilities Healthcare Education QSR B2B Other Requested Monthly V/MC/DS Card Volume American Express Monthly Volume Sales Profile: Internet (E-commerce) % Card Present Swiped % Sales to Consumers % Requested Average V/MC/DS Card Ticket American Express Average Ticket Card Present Not Swiped % Sales to Business % Requested Highest Payment Card Ticket MOTO % Sales to Govt % Seasonal Merchant Yes No Months Closed Days to Delivery Previous Processor Reason for Leaving Has the Merchant or Owner been terminated from accepting payment cards from any payment network for this business or any other businesses? Yes No (If yes, please explain.) Reason for Termination Description of Products or Services Sold SIC Code Describe your Return Policy 8. TRADE REFERENCE Trade Reference Business Name Business Address City State Zip Contact Telephone Account No SERVICE ACCEPTANCE FEE SCHEDULE AND OTHER CARD TYPES Request to Accept Card Types Visa Credit Discover Network MasterCard Credit PIN Debit Visa Debit AMEX Network MasterCard Debit Select VI/MC/Discover Network Discount Plan Tiered Basic Pass Through I/C Flat Rate Assessments & Brand Fees Billed Separately Requested Discount Payment Method Daily Monthly DISCOUNT FEES: Visa, MasterCard, Discover, Pin Debit American Express OPT Blue or AMEX Direct Tiered % Per: Item Pass Through % Per: Item Pass Through IC + Mid Qual = Qual + Debit Pass Through IC + Non Qual = Qual + Pin Debit Pass-through + Debit Qual Discount = Flat Rate % Per: Item Flat Rate = Debit Flat Rate Opt Blue Discount Plan: Tiered Basic Pass Through Program Pricing Flat Rate Credit Qual Mid Qual = Qual + Non Qual = Qual + % Per: Item AMEX Direct Order New # Existing SE #: Use Existing CAP #: (Flat fee of $7.95 or Discount Rate may apply) Association fees will be passed through to the merchant. Fees include, but are not limited to, Visa s FANF and APF, Acqr ISA and MasterCard s NABU, Acqr Support, Cross Border Fee and Discover IPF, ISF, Data Usage, AMEX Network, AMEX Non-Swipe, AMEX downgrade, Assessments (MC,Visa Credit,Visa Debit,Discover,MC > $1,000), MC AVS Acqr Access (CNP), MC AVS Acqr Access, MC License, MC KiloByte, Visa AFD Partial Auth. Non Participant, Visa File Transmission, MC CVC2, DISC Network Auth, Visa Acqr Processing (CR), Visa International Acqr, Visa Acqr International Service Assessment, Visa Misuse Auth, Visa Zero Floor, MC Digital Enablement, MC Reversal, Visa Return Data Processing (CR & DB), Visa Acqr Data Processing (Debit), Visa Tran Integrity, Visa Network Part CP, Visa Network CNP. Association fees are set by Associations and are subject to change from time to time. SignaPay is a registered ISO of Merrick Bank, South Jordan UT.

3 PA G E SERVICE ACCEPTANCE FEE SCHEDULE AND OTHER CARD TYPES Authorization, Monthly & Miscellaneous Fees Authorization and Per Item Fees: Monthly Fees: Miscellaneous Fees: VIMAS Fees: Visa/MC/Discover Network Statement Fee Chargeback Fee (Per Occurrence) VIMAS Online Access Fee Amex/Fleet/Other Monthly Minimum Retrieval Fee (Per Occurrence) Pin Debit Wireless Fee ACH Reject Fee $25.00 (Per Occurrence) EBT Pin Debit Monthly Annual Fee FCS# PCI Non-Compliance Month to Bill AVS Voice Auth Gov t Compliance TIN Mis-Match Industry Non-Compliance/ Non-Validated (up to $24.95) N/A (until validated) PCI Annual Fee Batch Fee (Per Item) Micros Fee (Per transaction) Miscellaneous 1. Miscellaneous 2. Miscellaneous 3. Miscellaneous 4. Next Day Funding program that will include equipment support and replacement per terminal/peripheral as well as supplies for $19.95 per month. Initials: Next Day Funding* Per Month: *NDF is subject to approval and all POS Device batch(es) must be closed by 9pm EST/6pm PST Monday-Saturday and -by 6pm EST/3pm PST on Sunday. All payments are provisional and are subject to, including but not limited to: additional fees, charge-backs, withholding, set off, security and reserve rights. Priority Payment Systems or Bank will not be liable for any delay in receipt of funds, fees for any delays, or errors in debit and credit entries caused by third parties, including but not limited to, any Association or your financial institution. In the event that this Agreement is terminated early, Merchant will be responsible for the payment of a Early Termination Fee in accordance with Part IV, Section A3 of the Merchant Program Guide. 11A. EQUIPMENT/PROCESSING METHOD Application Type Retail Retail w/tip MOTO Restaurant w/tip Quick Serve Restaurant (no tip) Hotel Auto Rental TERMINAL FEATURES Fraud Check (last 4-digits) Yes No Purchasing Card Yes No Invoice / Purchase Order # Yes No AVS + CVV2 Yes No Server / Clerk # Yes No Auto Close (If Yes, time? ) Yes No ACH / Check Services Yes No Order Gift Card Yes No EBT Food Stamps Yes No Yes No IP Connection Yes No If Yes, Terminal Serial Special Requests (Multi-mid, Dial 9, etc): Wireless Yes No Wireless Info: MAN/Serial SIM Card Number SignaPay is a registered ISO of Merrick Bank, South Jordan UT.

4 PA G E 4 11A. EQUIPMENT/PROCESSING METHOD TYPE OF EQUIPMENT PRODUCT NAME QUANTITY DEPLOYMENT Terminal Pin Pad Printer VAR* Existing Agent New Order (attach order form) Terminal Pin Pad Printer VAR* Existing Agent New Order (attach order form) Terminal Pin Pad Printer VAR* Existing Agent New Order (attach order form) Terminal Pin Pad Printer VAR* Existing Agent New Order (attach order form) *Manufacturer/product/version of PC/Internet Software - ware systems. Notwithstanding MERCHANT S use of a QIR as described herein above, MERCHANT acknowledges that it is, and shall remain, fully responsible for compliance with PCI-DSS standards at all times in accordance with the Program Terms and Conditions (Program Guide). Yes No Name of QIR Used: Do you use any third party to store, process or transmit cardholder data? Yes No If yes, provide name/address: 11B. CARD NOT PRESENT INFORMATION If you process more than 20% of your bankcard transactions or volume, without swiping, and/or examining the credit card, please complete this section. 1. Please submit your product catalog; brochures; promotional materials; a current price list; and a copy of your service agreement with card holder if applicable. If on the internet, please include screen-prints of your website address if your site is not yet active. 2. If internet, please check your type of business. Web Hosting Domain Registration Web Page Design Auction Internet Service Gateway Selling Digital Service Advertisement Selling Hard Goods Other: 3. How will the product be advertised or promoted? 4. Billing Methods (Check All that Apply) Monthly % Yearly % Quarterly % One Time % Hourly % 5. List the name(s) and address(es) of the vendor(s) from which supplies are purchased: 12. SITE INSPECTION (COMPLETED BY SALES AGENT) (Payment Application Data Security Standards) validated (if applicable) and represent that the information in this merchant application is accurate, as to the best of my knowledge. mation. Sales Agent Name (printed) Signature X SignaPay is a registered ISO of Merrick Bank, South Jordan UT.

5 PAG E SIGNATURES and/or agents may use automatic telephone dialing systems to contact Client at the telephone number(s) Client has provided in this Merchant Processing Application and/or may leave a detailed voice message in the event that Client is unable to be reached, even if the number provided is a cellular or wireless number or if Client has previously registered on a Do Not Call list or requested not to be contacted for solicitation not accept more than 20% of its card transactions via mail, telephone or internet order. However, if your Application is approved based upon contrary information stated in Section 7, Transaction Information section above, you are authorized to accept transactions in accordance with the percentages indicated in that section. This signature page also serves as a signature page to the Equipment Lease Agreement appearing in the Third Party Section of the Program Guide. If selected, the undersigned Client being the Leasee for purposes of such Equipment Lease Program. Client authorizes PRIORITY PAYMENT SYSTEMS ( PRIORITY ) and Member Bank selected on page one of the Merchant Processing Application and Agreement ( BANK ) and their respective agents to investigate the references, statements and other data contained herein and to obtain additional information from credit bureaus and other lawful sources, including persons and companies named in this Merchant Processing Application. Client authorizes PRIORITY and BANK and their respective agents (a) to procure information from any consumer reporting agency bearing his/her personal credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, information contained in this Merchant Processing Application and Agreement and any information received from all references, including banks and consumer reporting agencies. It is our policy to obtain certain information in order to verify your identity while processing your account application. If the Application is approved each of the undersigned also authorizes us to obtain subsequent consumer reports in connection with the maintenance, updating, renewal or extension of the Agreement. You further acknowledge and agree that you will not use your merchant account and/or the Services for illegal transactions, for example, those prohibited by the Unlawful Internet Gambling Enforcement Act, 31 Foreign Assets Control (OFAC). IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We will also ask for a copy of your driver s license or other identifying documents. Client agrees to all the terms of this Merchant Processing Application and Agreement. This Merchant Processing Application and Agreement shall not take effect until Client has been approved and this Agreement has been accepted by PRIORITY and BANK CLIENT S BUSINESS PRINCIPAL/OFFICER Signature X Title Print Name of Signer Date Signature X Title Print Name of Signer Date Personal Guarantee: In exchange for PRIORITY and BANK (the Guaranteed Parties) acceptance of, as applicable, the Agreement, and/or the Equipment Lease Agreement, the undersigned unconditionally and irreor expiration of such agreements and whether or not the undersigned has received notice of any amendment of such agreements. The undersigned waives notice of default by Client and agrees to indemnify the against the undersigned. This is a continuing personal guaranty and shall not be discharged or affected for any reason. The undersigned understands that this is a Personal Guaranty of payment and not of collection and that the Guaranteed Parties are relying upon this Personal Guaranty in entering into the foregoing agreements, as applicable. Personal Guarantee Signature X Print Name Title Personal Guarantee Signature X Print Name Title Accepted By Priority Payment Systems, LLC P.O. Box 246, Alpharetta, GA Accepted By Merrick Bank Mailing address: 135 Crossways Park Drive North, Ste A100, Woodbury, NY Signature X Signature X Title Title Date SignaPay is a registered ISO of Merrick Bank, South Jordan UT. Date

6 PART IV: CONFIRMATION PAGE PROCESSOR Name: Priority Payment Systems INFORMATION: Address: P.O. Box 246, Alpharetta, GA URL: Customer Service #: Please read the Program Guide in its entirety. It describes the terms under which we will provide merchant processing Services to you. From time to time you may have questions regarding the contents of your Agreement with Bank and/or Processor. The following information summarizes portions of your Agreement in order to assist you in answering some of the questions we are most commonly asked. 1. Your Discount Rates are assessed on transactions that qualify for certain reduced interchange rates imposed by MasterCard and Visa. Any transactions that fail to qualify for these reduced rates will be charged an additional fee (see Section 19 of the Program Guide). 2. We may debit your bank account from time to time for amounts owed to us under the Agreement. 3. There are many reasons why a Chargeback may occur. When they occur we will debit your settlement funds or settlement account. For a more detailed discussion regarding Chargebacks see Section 10 of Card Processing Operating Guide. 4. If you dispute any charge or funding, you must notify us within 60 days of the date of the statement where the charge or funding appears for Card Processing. 5. The Agreement limits our liability to you. For a detailed description of the limitation of liability see Section 21 of the Card Processing General Terms. 6. We have assumed certain risks by agreeing to provide you with Card processing or check services. Accordingly, we may take certain actions to mitigate our risk, including termination of the Agreement, and/or hold monies otherwise payable to you (see Card Processing General Terms in Section 24, Term; Events of Default and Section 25, Reserve Account; Security Interest), under certain circumstances. 7. By executing this Agreement with us you are authorizing us and our Affiliates to obtain financial and credit information regarding your business and the signers and guarantors of the Agreement until all your obligations to us and our Affiliates are satisfied. 8. The Agreement contains a provision that in the event you terminate the Agreement early, you will be responsible for the payment of an early termination fee as set forth in Part III, A.3 under Additional Fee Information. 9. If you lease equipment from Processor, it is important that you review Section II in Third Party Agreements. Bank is not a party to this Agreement. THIS IS A NONCANCELABLE LEASE FOR THE FULL TERM INDICATED. 10. For questions regarding your Merchant Processing Application and Agreement, please contact Customer Service at , and/or refer to Important Phone Numbers on the Additional Important Information Page, Part III, Section A Card Organization Disclosure Visa and MasterCard Member Bank Information as indicated below by agent: Merrick Bank Mailing Address: 135 Crossways Park Drive North, Suite A100, Woodbury, NY 11797, and its phone number is (800) Important Member Bank Responsibilities: a) The Bank is the only entity approved to extend acceptance of Card Organization products directly to a Merchant. b) The Bank must be a principal (signer) to the Merchant Agreement. c) The Bank is responsible for educating Merchants on pertinent Visa and MasterCard rules with which Merchants must comply; but this information may be provided to you by Processor. d) The Bank is responsible for and must provide settlement funds to the Merchant. e) The Bank is responsible for all funds held in reserves that are derived from settlement. Important Merchant Responsibilities: a) Ensure compliance with Cardholder data security and storage requirements. b) Maintain fraud and Chargebacks below Card Organization thresholds. b) Review and understand the terms of the Merchant Agreement. c) Comply with Card Organization rules. d) Retain assigned copy of this Disclosure Page. e) You may download Visa Regulations from Visa s website at: f) You may download MasterCard Regulations from MasterCard s website at: Print Client s Business Legal Name: By its signature below, Client acknowledges that it has received (either in person, by facsimile, or by electronic transmission) the complete Program Guide [version PPS1016] consisting of 35 pages (including this confirmation). Client further acknowledges reading and agreeing to all terms in the Program Guide, which shall be incorporated into Client s Agreement. Upon receipt of a signed facsimile or original of this Confirmation Page by us, Client s Application will be processed. Client understands that a copy of the Program Guide is also available for downloading from the Internet at: NO ALTERATIONS OR STRIKE-OUTS TO THE PROGRAM GUIDE WILL BE ACCEPTED. Client s Business Principal: Signature (Please sign below): X Please Print Name of Signer Title Date PART IV: CONFIRMATION PAGE

7 MERCHANT SERVICES ADDENDUM CASH DISCOUNT PROGRAM This Merchant Services Agreement (hereinafter referred to as the Card Payment Discount Program is made this day of,20, by and between SignaPay LTD having its principal offices at 4100 W. Royal Lane, Suite 150, Irving, Texas and: (Merchant) having its place of business at (Address). WITNESS WHEREOF the parties have executed this Agreement by a duly authorized representative as of the date first set forth above both parties agree: Merchant desires to participate in SignaPay Card Payment Discount Program and WHEREAS, SignaPay is engaged as the Payment Services Provider is in the business of processing, installing, operating, servicing, and/ or selling Point-of-Sale Terminal products, proprietary electronic interfaces, and electronic transaction processing which will provide debit and credit card processing services on an exclusive basis, hereinafter referred to as Processing Services. Card payment processing services shall be provided by SignaPay. The purpose of this Agreement is to set forth the terms and conditions under which SignaPay may establish merchant accounts (using the information provided by merchant) for both credit and/or debit transactions and pay on behalf of Merchant specifically card-present base interchange processing costs and per item interchange transaction fees, excluding the following fees: Visa (FANF) Fixed Acquirer Network Fee, MasterCard (MALF) Acquiring Licensing Fee, Visa/MC Credit Acquirer Fees, Chargeback sale amounts, Chargeback-Retrieval fees, Non-Swiped Keyed, Telephone transaction fees, Dues & Assessments, International, Foreign, B2B, and commercial card transaction fees, and any additional ancillary fees which may be imposed. In addition Merchant agrees to pay cents or % per card payment transaction billed daily or monthly. Merchant agrees to not let any person or company (other than SignaPay ) interfere with the operation of the terminal equipment or card payment processing services, nor install or allow to have installed any other debit or credit card processing equipment on the premises during any term of this agreement. 1. SignaPay Establishment of Services. In the event SignaPay elects to replace equipment, Merchant may be required to package defective equipment for a courier service to pick up and Merchant may be required to pay delivery freight expenses for the equipment replacement. SignaPay will provide at no charge and Merchant agrees to install and place public disclosure signage at the point-of-sale in a clear and conspicuous location disclosing the Card Payment Discount Program. Disclosure signage shall remain visible to the public during the term or any renewal of this agreement. Merchant agrees to install replacement signage and/or window sticker decals as required by SignaPay. 2. SignaPay Product Pricing, Discounts, and Customer Service Fee. As stated on the disclosure signage Merchant agrees as part of its regular, standard, list product pricing that a Customer Service Charge (CSC) will be established and assessed on all sales including cash, checks, credit & debit cards, etc. Merchant agrees to establish the initial Customer Service Charge amount of (% or $). Through the use of SignaPay proprietary payment terminal software Merchant agrees to apply an immediate automatic discount to its customers who choose to pay with cash or check. No discount will be given to customers paying by credit or debit card. All individual posted product pricing will be the net price after the discount is applied. In the event the monthly average card sale amount is greater than the initial amount indicated in the merchant application documentation then merchant agrees to increase the Customer Service Fee as required by SignaPay or pay the difference as an increase in the Customer Service Charge. 3. Term. The term of this Agreement is three (3) years from the date of complete installation of all Equipment for all Locations covered by this Agreement. Unless otherwise notified in writing and said notice has been delivered ten (10) days prior to expiration to SIGNAPAY at the above listed address by US Certified Mail this Agreement shall automatically renew for continuous one (1) year periods without further notice or action. If this agreement is canceled prior to the current expiration period a $495 cancellation fee will be assessed. 4. SignaPay Discount Program Parameters, Modifications, Program Guide, and Merchant Processing Application (MPA). Merchant acknowledges it has reviewed and accepts the terms of this agreement and the Merchant Processing Application either online or by hard copy and the Program Guide has been made available for review and that SignaPay has the authority on behalf of the Merchant to complete the Merchant Processing Application and establish services including the transfer of original signatures to the merchant application and other docs. SignaPay has the authority to increase or lower the CustomerService Charge or any other fees from time to time as business conditions change. Merchant agrees to comply with all network card association rules and polices including maintaining PCI-DSS SECURITY compliance. Merchant is required to utilize SignaPay for provision of PCI-DSS SECURITY certification; an annual fee of $99 per location for PCI compliance will be assessed annually regardless if merchant contracts for PCI with any other provider. Merchants that fail to comply with PCI-DSS security standards will be fined $19.95 monthly while uncompliant. A $ monthly PayLo Credit Card Program fee will be assessed. Rules and regulations of the debit and credit card payment networks are subject to change and may impose additional fees, which will be assessed to Merchant. Merchant is responsible for reimbursement to SignaPay for any Charge-Back sale amounts that may occur plus a $25 Charge-Back Fee per occurrence. In the event merchant does not pay any chargeback sales and/or fees SignaPay may submit to a third party collection agency for amounts owed. 5. Assignments. This Agreement is assignable by SignaPay without Retail Client s consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 6. Notice. Any notices required or permitted to be provided by one party to the other pursuant to this Agreement shall be in writing and shall be sufficient and deemed given (i) if by hand delivery, upon receipt thereof, (ii) if mailed, three (3) days after deposit in the mail, postage prepaid, certified mail, return receipt requested, or (iii) if by next day delivery service, upon such service. All notices shall be addressed to the party at the appropriate address first set forth above. 7. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, such determination shall not affect the validity or enforceability of any remaining provisions of this Agreement. If any provision of this Agreement is invalid under any applicable statute or rule of law, it shall be enforced to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. 8. No Waiver. The failure of either party to exercise any right or remedy provided for herein shall not be deemed a waiver of any right or remedy hereunder. No waiver by any party of any breach of any provisions hereof shall constitute a waiver unless made in writing signed by the party. 9. Headings and References. The captions used in this Agreement are for convenience only and are not to be considered in interpreting this Agreement. 10. Entire Agreement. Each party acknowledges that this Agreement, including any Exhibits annexed hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all previous proposals, negotiations, representations, commitments, writings, understandings, agreements, and all other communications, both oral and written, between the parties. This Agreement may not be modified or altered except by a written instrument executed by a duly authorized representative of each of the parties. SignaPay LTD Date Merchant Signature Date CD_Addendum signapay.com 4100 W. Royal Lane, Suite 150 Irving, TX SignaPay is a registered ISO of Merrick Bank, South Jordan UT., Wells Fargo Bank, N.A., Walnut Creek, CA, Esquire Bank, Garden City, NY., and the Canadian branch of U.S. Bank National Association and Elavon Copyright , All Rights Reserved, SignaPay, LTD

8 LOANED EQUIPMENT PLACEMENT AGREEMENT Business Information Business DBA Name Mailing/ Business Address Merchant ID # City State Phone # Zip TERMS OF AGREEMENT This Agreement refers to that certain Merchant Agreement between ( Merchant ) and SignaPay, Ltd ( SignaPay ) dated ( Merchant Agreement ). SignaPay is the owner of the credit card processing equipment as detailed in the box below ( Equipment ). Merchant has accepted the Equipment and acknowledges that its use is for the sole purpose of processing transactions in accordance with the Merchant Agreement. 1. Equipment Ownership: SignaPay has agreed to provide Merchant with the Equipment solely for the purpose of processing transactions in accordance with the Merchant Agreement. So long as Merchant is not in breach of this Agreement or the Merchant Agreement, this Equipment will be provided free of charge to Merchant for the term of the Merchant Agreement. Title to the Equipment will at all times remain with SignaPay. Notwithstanding any other provision set forth herein, SignaPay or its third party licensors are and shall remain the sole and exclusive owners of the proprietary software and other intellectual property rights contained in the Equipment (the Software ), including any amendments, modifications, derivative works, revisions, changes or other improvements thereto. Merchant has no right to use, make, sublicense, modify, transfer, rent, lease, sell, display, distribute or copy originals or copies of the Software, or to permit anyone else to do so. In addition, Merchant agrees to not (i) reverse engineer, unencrypt, disassemble, decompile or otherwise translate the Software or allow anyone else to do it, or (ii) remove any patent, copyright or trademark or other intellectual property notices that may appear on any part of the Software or Equipment. 2. Term and Termination: The term of this Agreement will run coterminous with the term of the Merchant Agreement. In the event of termination of the Merchant Agreement, this Agreement will automatically terminate. In addition, either party may terminate this Agreement upon thirty (30) days prior written notice. SignaPay may terminate this Agreement immediately upon a breach by Merchant of any term, condition or covenant set forth herein that is not remedied within ten (10) days after written notice thereof is sent to Merchant. Termination of this Agreement shall not limit SignaPay from pursuing any other available remedies. 3. Effect of Termination; Survival: Upon termination of this Agreement, Merchant shall return the Equipment, including all cables, to SignaPay, at Merchant s cost, free and clear of all liens, and in good condition and repair, reasonable wear and tear excepted. If the Equipment is not received by SignaPay within 10 days after such termination, then Merchant shall be liable to SignaPay for a replacement fee of $ The Equipment must be returned to: SignaPay, Ltd, 4100 W. Royal Lane, Suite 650, Irving, TX Further, upon any breach of this Section, Merchant will be liable, and SignaPay will have the right to automatically charge Merchant s merchant account (as set forth in the Merchant Agreement) for SignaPay s reasonable costs and expenses related to the Equipment, including costs and expenses for repair, protection and preservation of the Equipment and all reasonable attorneys and collection fees and expenses in connection with defending or enforcing SignaPay s rights and remedies under this Agreement. All terms and any sections of this Agreement that are logically intended and required to survive expiration or termination of this Agreement to achieve their intent, shall survive without limitation. 4. Covenants: During the term, Merchant (i) shall maintain the Equipment in good condition and repair, reasonable wear and tear excepted, (ii) use the Equipment in compliance with all applicable laws, regulations and ordinances, and the terms of the Merchant Agreement, (iii) shall promptly notify SignaPay of the occurrence of any events which materially and adversely affect the value of the Equipment, including if it is stolen, and (iv) shall not, without the prior written consent of SignaPay, sell, assign, exchange, lease, tend, license the use of, pledge, encumber, grant a security interest in or dispose of the Equipment. 5. Reprogram of Equipment: The Equipment is the property of SignaPay. Therefore only SignaPay is permitted to program the Equipment. Neither Merchant nor any third party shall program the Equipment without the express written consent of SignaPay. If the Equipment program is altered by anyone other than SignaPay, the Merchant will be responsible for all damages including fraud arising from such action. free.equip signapay.com 4100 W. Royal Lane, Suite 150 Irving, TX SignaPay is a registered ISO of Merrick Bank, South Jordan UT., Wells Fargo Bank, N.A., Walnut Creek, CA, Esquire Bank, Garden City, NY., and the Canadian branch of U.S. Bank National Association and Elavon

9 LOANED EQUIPMENT PLACEMENT AGREEMENT 6. Damage/Repair: If the Equipment is damaged, then Merchant shall be responsible for all repair fees associated with the Equipment. Merchant shall not permit any repairs to the Equipment unless authorized by SignaPay. 7. Loss of Equipment: If the Equipment is lost, then Merchant shall be responsible for its cost to be calculated at fair market value as determined in the sole discretion of SignaPay. Such amount shall not exceed $ Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas (without regard to conflicts of laws principles). The parties hereby consent to the sole and exclusive jurisdiction to the state and federal courts located in Dallas, Texas for any dispute arising out of this Agreement. 9. Waiver of Jury Trial: EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY. 10. Disclaimer of Warranty: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, SIGNAPAY DOES NOT MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER RELATED TO THE EQUIPMENT OR ANY OTHER MATTER, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE OR WORKMANSHIP. 11. Limitation of Liability: NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, SIGNAPAY WILL NOT BE LIABLE TO MERCHANT OR ANY THIRD PARTY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY THEORY OF CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. IN NO EVENT SHALL SIGNAPAY S TOTAL LIABILITY HEREUNDER FOR ANY AND ALL CAUSES, WHETHER ARISING OUT OF NEGLIGENCE, BREACH OF CONTRACT, TORT OR OTHERWISE, EXCEED $ Indemnification: Merchant agrees to defend, indemnify, and hold harmless SignaPay, its subsidiaries, affiliates, and its and their respective officers, directors, employees, sub-contractors, suppliers, agents and representatives (collectively, the SignaPay Entities ), against any claim, demand, cause of action, or proceeding related to this Agreement ( Claim ) brought by any party as a result of any breach of your obligations under this Agreement. Merchant further agrees to defend, indemnify, and hold the SignaPay Entities harmless from and against any and all losses, damages, costs and expenses (including reasonable attorneys fees) that may result or arise from any Claim. 13. Limitation of Remedies: MERCHANT ACKNOWLEDGES AND AGREES THAT ITS SOLE REMEDY, IN THE EVENT OF ANY DISPUTE, CLAIM OR ACTION, ARISING OUT OF OR IN ANY WAY RELATED TO OR RESULTING FROM THIS AGREEMENT OR OTHERWISE SHALL BE THE RETURN OF THE EQUIPMENT TO SIGNAPAY. 14. Entire Agreement: This Agreement constitutes the entire agreement between the parties and shall supersede all previous communications, representations, agreements or understandings, either oral or written, between the parties with respect to the subject matter hereof. 15. Notices: All notices and other communications required or permitted under this Agreement shall be in writing and given by personal delivery, telecopy (confirmed by a mailed copy), or first class mail, postage prepaid, sent to the addresses set forth herein. 16. Modifications; Severability: SignaPay reserves the right to make changes to this Agreement at any time. If any term or condition of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that term or condition shall be deemed severable and shall not affect the validity and enforceability of any remaining term or condition. 17. No Assignment: Merchant may not assign this Agreement without the prior written consent of SignaPay and any attempt to do so without such consent shall be void. Terminal PIN Pad Other Model Quantity Serial # The undersigned has carefully read and agrees to the terms of this Agreement. The undersigned represents and warrants that he or she is authorized to execute this Agreement on behalf of Merchant and to bind Merchant to all of the terms and conditions set forth in this Agreement. Signature X Print Name Title Date Merchant DBA free.equip signapay.com 4100 W. Royal Lane, Suite 150 Irving, TX SignaPay is a registered ISO of Merrick Bank, South Jordan UT., Wells Fargo Bank, N.A., Walnut Creek, CA, Esquire Bank, Garden City, NY., and the Canadian branch of U.S. Bank National Association and Elavon

10 CASH DISCOUNT DOWNLOAD FORM Fax to or Business Information Business DBA Name Mailing/ Business Address City State Zip Contact Name Phone # Network: PPS TSYS Terminal Details Traditional Terminal Wireless Terminal Pin Pad (for EBT) File Build Type Locked Z8 Qty Z9 Qty Z3 Qty Z11 Qty Z6 Qty 5:00P EST Cutoff Time for same day file build. Retail Resturant AVS/CVV2 AMEX Servers Tip EBT NDF (Next Day Funding 9P EST cutoff M-Sa, 6P EST Su) Autoclose Time: AM PM IP DIAL WIFI IP WIFI GPRS Transactions DCD $ Service Fee SVC Adjustment $ TX Material Difference ACH Ancillary Fees: Wireless Data For Z9 Card Approx Monthly Transactions Bronze (120) Silver (300) Gold (500) Platinum (750) Diamond (1600) Yes No DCD % Service Fee SVC Adjustment % TX Material Difference Paylo Credit Card Program Fee: Additional Notes: Shipping Ship to: Merchant Agent Shipping Instructions: Same As Above Other Delivery Type: UPS Ground Overnight Mailing/ Business Address City State Zip CD.DL.form_ signapay.com 4100 W. Royal Lane, Suite 150 Irving, TX SignaPay is a registered ISO of Merrick Bank, South Jordan UT., Wells Fargo Bank, N.A., Walnut Creek, CA, Esquire Bank, Garden City, NY., and the Canadian branch of U.S. Bank National Association and Elavon Copyright , All Rights Reserved, SignaPay, LTD