FlexGift Loyalty Agreement

FlexGift Loyalty Agreement NEW LOYALTY ONLY EXISTING MID Business Information DBA Name Legal Name Physical Street Address Legal Address (if different from physical) Mailing Address City, State, Zip City, State, Zip DBA Phone Fax Corp Phone Fax E mail Number of Location Owner Information Name Title Date of Birth Social Security # Home Phone # Home Address City State Zip Equipment Information Qty Equipment Type Qty Equipment Type UP Solution Software UP Restaurant UP Salon UP Retail Other Payment Processor Global Payments First Data Other Business Profile Single Location Multiple Location (Fill out Corporate DBA Name and MID) Franchisor (HQ) (Fill out Addendum A) Franchisee (Fill out Addendum B) Chain Corporate DBA Corporate MID Connection IP * Fees DIAL UP DIAL UP IP Bundle Plan* Transaction Fee $ Monthly Plan** Plan 1 Plan 2 Plan 3 Plan 4 $ Monthly Fee $ Monthly Web Access Fee $ Monthly Web Access Fee $ Annual Fee $ Monthly Minimum Fee $ **Plan 1 500 Transactions/mo Plan 2 2,000 Transactions/mo Plan 3 5,000 Transactions/mo Annual Fee $ Plan 4 Unlimited Additional Transactions $0.10 per Transaction Terms and Conditions for Electronic Gift Card/Loyalty Program and Required and Optional ACH Merchant agrees to pay the fees set forth above by ACH from the account identified on the attached voided check. Merchant hereby agrees to the Electronic Gift Card/Loyalty Program and acknowledges and agrees that participation in the Electronic Gift Card/Loyalty Program is governed by the Merchant Agreement Please Staple Voided Check (if applicable) and the Terms and Conditions set forth on the reverse side of this form. Check here for additional ACH Option for purchase of gift cards. Merchant Name Merchant Signature Date ISO Name ISO Signature ISO Code For questions regarding Gift Card/Loyalty Program, contact: United Merchant Services, Inc., 255 Route 17 South, Hackensack, NJ 07601 or Call: 1 800 260 3388 Note: Billing Disputes must be forwarded in writing to Customer Service within 60 days of the date of the statement and/or notice. Rev. 05/12

United Merchant Services, Inc. Electronic Gift Card/Loyalty Program Terms and Conditions UMSI has created a closed loop gift card program known as the UMSI Electronic Gift Card/Loyalty Program (the Flexgift Program ). Merchant desires to participate in the Flexgift Program upon the terms and conditions contained herein and the Flexgift Website Terms of Use set forth on the Flexgift website at www.flexgift.com. Merchant agrees to pay to UMSI the fees set forth on these Terms and Conditions (together with the Loyalty Program Application and Agreement and the Flexgift Website Terms of Use, the Flexgift Program Agreement ) in the manner provided herein. Merchant acknowledges and agrees that if Merchant is a party to a Merchant Agreement with UMSI related to processing of cards, Merchant participation in the Flexgift Program and acceptance of electronic gift cards is additionally governed by the Merchant Agreement between Merchant and UMSI. In the event of a conflict between the Merchant Agreement and this Flexgift Program Agreement, this Flexgift Program Agreement will control. Merchant acknowledges that there are certain federal, state and local laws, rules and regulations applicable to the issuance, use and acceptance of prepaid cards, stored value cards and/or gift cards and/or the operation of customer loyalty programs, specifically including, but not limited to, laws applicable to escheat and N.J.S.A. 46:30B 1 et seq., whereby Merchant as an issuer of gift cards will be required to collect information of gift card purchasers within the State of New Jersey. Merchant agrees that it has sole responsibility to comply with all such laws, rules, or regulations at all times. Merchant further agrees to provide assistance to UMSI with respect to compliance with any such laws, rules and regulations as may be applicable to UMSI with respect to the Flexgift Program. Subject to any limitations imposed by applicable federal or state laws or regulations (a) title to all customer data created through the Flexgift Program will vest jointly in UMSI and Merchant and (b) UMSI will make such customer data available to Merchant in the format upon which UMSI stores such data upon written request by Merchant, provided, however, that if Merchant requests such data to be configured in any way other than the standard way in which UMSI maintains such data, additional charges will apply. UMSI SHALL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING LOSSES RESULTING FROM DESTRUCTION OR DAMAGE OF RECORDS, LOAD FAILURE, LOST DATA OR LOST PROFITS. THE LIMIT OF MONETARY DAMAGES AGAINST UMSI UNDER ANY CIRCUMSTANCES SHALL BE THE AMOUNT PAID BY MERCHANT TO UMSI PURSUANT TO THE FLEXGIFT PROGRAM IN THE THIRTY (30) DAYS PRECEDING THE DATE ANY CLAIM AGAINST UMSI AROSE. UMSI DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (A) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE FLEXGIFT PROGRAM OR ANY ELECTRONIC GIFT CARDS FURNISHED TO MERCHANT HEREUNDER OR (B) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE COMPLIANCE OF THE FLEXGIFT PROGRAM OR THE USE, ISSUANCE OR ACCEPTANCE OF ANY ELECTRONIC GIFT CARDS WITH AND FEDERAL, STATE OR LOCAL LAWS, RULES OR REGULATIONS. UMSI shall not have any liability whatsoever for (i) any lost or stolen or unauthorized use of electronic gift cards; or (ii) or any fraud and/or forgery in relation to the Flexgift Program perpetrated by Merchant. If Merchant is a franchisor, Merchant acknowledges and agrees that it shall be subject to the Additional Terms and Conditions for Franchisors set forth in Addendum A attached hereto. If Merchant is a franchisee, Merchant acknowledges and agrees that it shall be subject to the Additional Terms and Conditions for Franchisees set forth in Addendum B attached hereto. Merchant shall cooperate with and permit, and not in any way interfere with, UMSI to correct any data processing or data entry errors cause by UMSI. MERCHANT AGREES THAT UMSI SHALL NOT BE LIABLE FOR ANY FUNDS RECEIVED OR HELD BY MERCHANT. All disputes between Merchant and its customers relating to any electronic gift card or loyalty program transactions shall be settled between the Merchant and its customers. All disputes between Merchants that are franchisors and franchisees shall be settled between such franchisor and franchisee. Merchant shall indemnify, defend and hold UMSI harmless from and against any and all claims, costs and/or liabilities, including any reasonable attorney s fees and costs incurred by UMSI and arising out of this Flexgift Program Agreement, the Flexgift Program or the issuance, use or acceptance of electronic gift cards. In no event shall any cardholder be a third party beneficiary of this Flexgift Program Agreement. Merchant hereby authorizes UMSI and/or its bank to initiate a debit entry to and debit the account identified by Merchant on an Automated Clearing House basis periodically for any fees or other payments due from Merchant to UMSI hereunder (except with respect to payment for gift cards which is addressed below), and if necessary, to initiate adjustments for any fees or other payments debited in error. Merchant acknowledges that the origination of ACH transactions to Merchant s account must comply with the provisions of U.S. law. This authorization is to remain in full force and effect for the term of this Agreement. UMSI will commence billing for the Monthly Web Access Fee and Statement Fee from the date UMSI provides written acceptance and approval of this Agreement. In the event Merchant has selected the ACH payment option ( ACH Option ) in this Loyalty Program Agreement for the purchase of gift cards, Merchant hereby authorizes UMSI and/or its bank to initiate a debit entry to and debit the account identified by Merchant in connection with such ACH Option periodically for payments due from Merchant to UMSI hereunder in connection with such gift cards, and if necessary, to initiate adjustments for any payments debited in error. Merchant acknowledges that the origination of ACH transactions to Merchant s account must comply with the provisions of U.S. law. This authorization is to remain in full force and effect for the term of this Agreement, unless otherwise revoked by providing written notice to UMSI. This Flexgift Program Agreement shall not be subject to termination by Merchant prior to the one year anniversary of the date on which UMSI provided written acceptance and approval of Merchant s Flexgift account except upon payment of an early termination fee of $200.00. In the event Merchant elected to receive 100 free gift cards at the time the application for the Flexgift Program was submitted, any termination prior to the one year anniversary of the date on which such free gift cards were issued shall also be subject to an additional $100.00 early termination fee payable by Merchant to UMSI. UMSI shall have the right in its sole discretion to withhold or set off any termination fees here under from any funds of Merchant then held by UMSI or charge to any account (credit card or otherwise) that Merchant has authorized UMSI to charge fees against any such termination fees. UMSI reserves the right to terminate this Flexgift Program Agreement at any time for any reason. The Customized Card Order Form filled out and submitted by the Merchant in connection herewith is hereby incorporated by reference into this Flexgift Program Agreement. Merchant understands and acknowledges that any and all oral or written covenants or representations made by sales agents, whether express or implied, are not made with the prior written consent of UMSI, are not made on behalf of UMSI and will not have the force or authority to bind UMSI. Sales representatives have no legal authority to bind UMSI. Any such agreements, covenants and representations will not subject UMSI to any obligations, disputes or lawsuits that may arise from such agreements, covenants or representations. UMSI shall not be bound except in a writing executed by a duly authorized representative of UMSI. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement and UMSI is the prevailing party, UMSI shall be entitled to its reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which UMSI may be entitled. Notwithstanding any translation of this Agreement not in the English language, the English language version of this Agreement shall rule and the other language version shall be treated in the capacity of being created merely for the purpose of convenience. This Flexgift Program Agreement shall be governed by the laws of the State of New Jersey, without regard to any conflicts of laws principles. Any dispute arising out of or related to this Flexgift Program Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of New Jersey and Merchant hereby consents to the exclusive personal jurisdiction of such courts over Merchant. 864248.v2 Rev. 3/12 Merchant Initial

Card Design Customized CUSTOMIZED CARD ORDER FORM Sample Book Design Sample # DBA Name to be indicated on the FlexGift Loyalty Agreement Company Logo Paper Logo CD Rom E mail Printing Option Full Color One Spot Color Printing Two Spot Color Printing Card Order Gift Card Quantity Point Card Quantity 100 FREE Gift Cards* * Offer valid only for Merchants using UMSI s bankcard processing services * Spot color design only Price per Card $ Shipping & Handling $ Non refundable Logo Setup Fee $ 50.00 Total Fee**: $ ** Must be paid in full before card customization Design Proof by E mail: Mail Printed Sample Card $10.00/3 cards Spot Color Printing Option Card Color Letter and Graphic Color White White Black Teal Warm Red Gold Burgundy Silver Pearl Gold Pearl Green Royal Blue Silver Red Process Blue FRONT BACK Place your card sample here Card Range Number to Credit Card Payment for Gift Cards (Provide only if Merchant is not electing ACH option for gift cards payment) Visa MasterCard American Express Discover Card # Expiration Date: / CVV #: Credit Card Billing Address: I agree to pay according to the Cardholder Agreement. Merchant Signature: Additional Terms and Conditions The approved design of the customized cards sent to you for e mail confirmation may slightly be different from the requested color when printed. UMSI will not issue any refunds or exchanges for these discrepancies. I agree to accept the Terms and Conditions set forth above. Merchant Name Merchant Signature Date ISO Name ISO Signature ISO Code Rev. 05/12

ADDENDUM A Additional Terms and Conditions for Franchisors If Merchant is a franchisor, Merchant acknowledges and agrees that: (i) UMSI shall provide Merchant with a monthly statement of sale and redemption of gift cards at Merchant s franchisee locations viewable online at Merchant s online account at www.flexgift.com within five (5) days following the end of each month and should Merchant desire daily transaction information of sale and redemption of gift cards, Merchant may obtain such information on Merchant s online account; (ii) Merchant shall establish and maintain a master deposit account for the transfer of funds received for the purchase of and value added to an electronic gift card by a customer at a franchisee location to the deposit account of the franchisee location at which the gift card is used; (ii) as electronic gift cards are redeemed at a franchisee location by cardholders, Merchant (or UMSI on behalf of Merchant, if Merchant has requested that UMSI act as agent for Merchant for this purpose) will cause correlating funds to be transferred on an Automated Clearinghouse ( ACH ) basis from Merchant s account to the account of the applicable franchisee; (iii) the origination of ACH transactions to Merchant s account must comply with the provisions of U.S. law; (iv) Merchant shall cause each franchisee to complete and submit this Flexgift Program Agreement and (v) if Merchant elects to use UMSI as its agent to transfer funds on an ACH basis, on Merchant s behalf between Merchant s account and its franchisees accounts in connection with this Flexgift Program, (a) Merchant shall provide UMSI will all account information below (including a cancelled check) and ACH access for itself (and shall cause each of its franchisees to provide UMSI with all account information and ACH access for such franchisees), as deemed necessary by UMSI, for Merchant and its franchisees to participate in the Flexgift Program, (b) Merchant hereby authorizes and appoints as agent UMSI and/or its bank on an ACH basis to, on behalf of Merchant, initiate transfer entries to and transfer funds to and from the Merchant s account and its franchisees accounts and to, on behalf of Merchant, initiate adjustments for any transfers made in error, (c) Merchant acknowledges that UMSI, as agent of Merchant, shall only be obligated to, on behalf of Merchant, initiate transfer entries to and transfer funds to and from the Merchant s account and its franchisees account on a monthly basis following the issuance of the monthly statement of sale and redemption of gift cards, and (d) the ACH authorization shall remain in full force and effect for the term of this Agreement. ACH Account Information: Franchisor Bank Account: Bank Name: Branch City: Account Type (select one): Checking Savings Branch Address: Routing No.: Account No.:

ADDENDUM B Additional Terms and Conditions for Franchisees If Merchant is a franchisee, Merchant acknowledges and agrees that, subject to any UMSI fees applicable to the Flexgift Program: (i) all funds received for the purchase of an electronic gift card by its customer at a particular franchise location shall be transferred to a master franchisor deposit account; (ii) as electronic gift cards are redeemed at a franchisee location by customer cardholders, correlating funds will be transferred by franchisor from franchisor s account to the account of the applicable franchisee on an Automated Clearinghouse ( ACH ) basis; (iii) Merchant shall provide franchisor with all account information below (including a cancelled check) and ACH access for itself, as deemed necessary by franchisor, for Merchant to participate in the Flexgift Program; (iv) Merchant hereby authorizes franchisor on an ACH basis to initiate transfer entries to and transfer funds to and from the account and to initiate adjustments for any transfers made in error; (v) the origination of ACH transactions to Merchant s account must comply with the provisions of U.S. law; and (vi) the ACH authorization shall remain in full force and effect for the term of this Agreement. ACH Account Information: Merchant Bank Account: Bank Name: Branch City: Account Type (select one): Checking Savings Branch Address: Routing No.: Account No.: