Exhibit
10.4


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH


(I)
NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.


 








  


FACe
Pricing ProposalProposal January 17th, 2020 Netpay International


Presented
by: Enterprise Business Development


 


	Cody
    Moore	Illinois
    Office
	Title
    EBDM	201
    Main St. Roselle, IL 60172
	Email:
    cmoore@nmi.com	Utah
    Office
	Ph:
    847-352-4850 x 168	2174
    W Grove Parkway, Suite
	150	 
	Fax:
    888-829-3631	Pleasant
    Grove, UT 84062


 


Pricing
Proposal


 


FACe
Facilitation Enablement


  


	FACe	 	 
	Fee
    $0	 	Setup
	 	 	 
	Payment
    facilitation processing: processor merchant 	 	Discount
    rate [***]
	approval and onboarding for credit card and ACH.	 	Per
    Transaction
	 	 	Fee
    [***] Chargeback
	 	 	transaction
    Fee [***]


 


Note:
Fees paid other than via ACH are subject to a $100 convenience fee. Actual branding fees may be higher if branding occurs at a later
date. Pricing subject to change.


 


Please
sign your name and date below indicating your understanding and acceptance of these fees. Upon receipt of the signed copy of this proposal,
we will contact you to configure your Payment Gateway Account so you can begin offering payment gateway services to your merchant customers.


 


	Network
    Merchants, LLC.	 	Netpay
    International
	 	 	 
	/s/ TJ Fund
	 	/s/
    Alon Elbaz
	(Signature)	 	Chief
    Executive Officer and Director


 




    	 



    	 



    

 


AFFILIATE
PARTNER AGREEMENT FACe ADDENDUM


 


This
Affiliate Partner Agreement FACe Addendum (“FACe Addendum”) amends and supplements that certain Affiliate Partner
Agreement, as supplemented and amended, by and between Network Merchants LLC (“Gateway Provider”) and Affiliate Partner
(“Agreement”) and is made and entered into as of _December 16_, 2016 (“Addendum Effective Date”).
Gateway Provider owns and operates certain technology (the “FACe Platform”) to assist Payment Facilitators (as such
term is defined in the operating rules of the Card Associations (“Rules”)). Affiliate Partner desires to use the FACe
Platform, and Gateway Provider desires to provide the FACe Platform to Affiliate Partner subject to the terms and conditions set forth
in this Addendum. Therefore, for valuable consideration, the sufficiency of which is acknowledged, the parties desire to supplement and
amend the Agreement as follows:


 


	1.	Definitions.


 


Words
and phrases with initial letters capitalized and not otherwise defined herein shall have the meanings set forth in the Agreement.


 


	2.	Amendments
    to Agreement.


 


	 	2.1	Amendment
    to Agreement Section 5.


 


Section
5 of the Agreement is hereby amended by adding the following to the end thereof:


 


“(a)
Gateway Provider will provide Affiliate Partner access to the FACe Platform. The services provided to Affiliate Partner under this FACe
Addendum will be included for all purposes in the definition of “Gateway Provider Services” in the Agreement. Affiliate Partner
shall be fully responsible for the transactions and activities of all customers and Merchants of Affiliate Partner, Sub-Affiliate Partners
and/or Other Affiliate Partners that are boarded through or are utilizing the FACe Platform, and agrees to assume all risk of loss on
such transactions and activities and all liability incurred by it and by Gateway Provider with regard thereto. Affiliate Partner will
notify Gateway Provider if it is a Payment Facilitator sponsored by a third party other than Vantiv, LLC or Wells Fargo Bank, N.A., and
Gateway Provider may, within its sole discretion, provide the functions set forth in this Section with regard to such other third party
Payment Facilitator sponsor. Gateway Provider reserves the right to change all or part of the protocols and the network configuration
used by Gateway Provider in providing the Gateway Provider Services, and Gateway Provider may modify, upgrade, or otherwise alter the
FACe Platform so long as such action is substantially identical across all of Gateway Provider’s similarly situated customers.
Affiliate Partner shall randomly check all output information produced by Gateway Provider to determine if such information is correct
and will promptly report any errors or failure to perform discovered therein to Gateway Provider. Any such errors must be reported by
Affiliate Partner to Gateway Provider within one (1) year of when such error or failure to perform are known to Affiliate Partner. Gateway
Provider shall be entitled to rely upon data, information, and instructions provided to Gateway Provider by or on behalf of Affiliate
Partner. In no event shall Gateway Provider be liable with respect to any loss, liability, cost, damage, or expense arising out of a
claim by Affiliate Partner or by third parties in connection with the data, computations, and services provided and/or performed by Gateway
Provider hereunder to the extent that such data, computations, and/or services as to which such claim arises were provided and/or performed
in accordance with Affiliate Partner’s written requirements and/or instructions in such regard, including but not limited to, Affiliate
Partner’s memoranda, data entry instructions, or computer field instructions. In addition, Gateway Provider will perform the following
functions, as more fully described and subject to the terms set forth in the attached FACe Addendum Exhibit A:


 


	 	(i)	Seamless
    Onboarding.
	 	(ii)	Real-Time
    Sub-Merchant Creation and Management.
	 	(iii)	Know
    Your Customer Service and Reporting.
	 	(iv)	Sub-Merchant
    Accounting and Billing Services.
	 	(v)	Sub-Merchant
    Statements.
	 	(vi)	Reconciliation
    Reporting.
	 	(vii)	Automated
    Chargeback Importation and Notification.
	 	(viii)	Consolidated
    Gateway and FACe Reporting.”



 






    	 



    	 



    

    


	 	2.2	Amendment
    to Agreement Section 6.2.


 


Section
6.2 of the Agreement is hereby amended by adding the following to the end thereof:


 


“Affiliate
Partner hereby irrevocably authorizes Gateway Provider to initiate via ACH debit entries to that Affiliate Partner depository account
identified by Affiliate Partner to Gateway Provider (“Affiliate Partner Account”) in the amount of the fees set forth
in the Affiliate Partner Fee Schedule located in the Control Panel of the Gateway Partner Web Site related to the FACe services provided
by Gateway Provider and described in the Affiliate Partner Agreement FACe Addendum. Such debits shall occur each month for the previous
month’s activity in the amounts owed to Gateway Partner under this Agreement. If such fees, individually or in aggregate with all
other fees due to Gateway Provider, accrue to more than $50.00 at any time in any given month, Gateway Provider may invoice Affiliate
Partner or debit the Affiliate Partner Account for the full amount due on a more frequent basis, at Gateway Provider’s discretion.
This ACH authorization will remain in effect after the later of the termination of the FACe Addendum or the termination of the Agreement,
and until Gateway Provider has received written notice terminating this authorization and all of Affiliate Partner’s obligations
to Gateway Provider have been paid in full. In the event Affiliate Partner changes the Affiliate Partner Account, it will notify Gateway
Provider, and this authorization will apply to the new account. If Affiliate Partner believes that any amount debited was made in error,
Affiliate Partner must notify Gateway Provider in writing within 30 days after the debit in question was made. Such written notice must
include: (a) Affiliate Partner’s name, (b) the dollar amount of the asserted error, (c) a description of the asserted error, and
(d) an explanation of why Affiliate Partner believes an error exists and the cause of it, if known. Failure to notify Gateway Provider
party within such time period will result in Gateway Provider not being responsible for investigating or remedying any asserted errors.
If Affiliate Partner notifies Gateway Provider after such time period, Gateway Provider shall not have any obligation to adjust the fees
for any asserted error.”


 


	 	2.3	Amendment
    to Agreement Section 7.


 


Section
7 of the Agreement is amended by adding the following new Section to the end thereof: “7.6


 


Termination
of FACe Addendum.


 


The
FACe Addendum may be terminated by either party in accordance with the terms and conditions set forth in Section 7 of the Agreement,
without, at such terminating party’s option, terminating the remainder of the Agreement.”


 


	 	2.4	Amendment
    to Agreement Section 8.1.


 


Section
8.1 of the Agreement is amended by adding the following to the end thereof:


 


“(c)Affiliate
Partner is fully registered as a Payment Facilitator under the Rules; and


 


(d)Affiliate
Partner is and will remain compliant with all Card Association, NACHA, and state and federal laws and regulations when utilizing the
FACe Platform and Gateway Provider Services.”


 


	 	2.5	Amendment
    to Agreement Section 9.2.


 


Section
9.2 of the Agreement is amended by adding the following to the end thereof:


 


“In
addition, Affiliate Partner assumes all liability, and shall be responsible for all losses incurred by Affiliate Partner and all losses
incurred by Gateway Provider, associated with the FACe Platform functionality used by Affiliate Partner, Sub-Affiliate Partners, and/or
Other Affiliate Partners, including but not limited to all liability and losses associated with or arising out of any FACe Event. Affiliate
Partner shall be fully liable to Gateway Provider for, and shall completely indemnify, defend and hold harmless Gateway Provider, its
Third Party Service Providers, and any of their officers, directors, agents and employees from and against any and all liability, loss,
penalty, fine, settlement, cost, damage, injury, or expense, including but not limited to attorneys’ fees and litigation expenses,
incurred by Gateway Provider arising out of or related to: any FACe Event; or any access to, use of, activity through, or modification
made through Gateway Provider’s Website, the Affiliate Control Panel, and/or the FACe Platform. This Section shall survive termination
of this Agreement or Addendum.”


 




    	 



    	 



    

 


	 	2.6	Amendment
    to Agreement Section 10.


 


Section
10 of the Agreement is amended by adding the following to the end thereof:


 


“Affiliate
Partner acknowledges and agrees that the FACe Platform merely transmits data provided by Affiliate Partner or its agents, and that Gateway
Provider shall not be liable for the content, results, or implications of any such data, including but not limited to inaccurate or incomplete
data, payment amounts and depository account routing information, or the fraudulent use of such data, transmitted through the FACe Platform.
Gateway Provider makes no representation or warranty that the FACe Platform will comply with the technological requirements of Affiliate
Partner’s sponsorship program, and Affiliate Partner is solely responsible for ensuring that its sponsor institution supports use
of the FACe Platform. Any change in the technological requirements of Affiliate Partner’s sponsor institution may result in temporary
or permanent communication errors or failures between the FACe Platform and Affiliate Partner’s sponsor institution, and all liability
associated with or arising out of such communication errors or failures shall be the sole responsibility of Affiliate Partner, including
but not limited to settlement failures, deposit failures, misdirected deposits, unauthorized transactions, unreported transactions, fines
or fees associated with the failure to fulfill the functions set forth on FACe Addendum Exhibit A, chargebacks, assessments, and any
other fees or expenses.”


 


	 	2.7	Amendment
    to Agreement Section 11(b).


 


Section
11(b) of the Agreement is amended by deleting that Section in its entirety and replacing it with the following:


 


“(b)
GATEWAY PROVIDER’S TOTAL CUMULATIVE LIABILITY TO AFFILIATE PARTNER, WHETHER IN CONTRACT OR TORT, WITH RESPECT TO ANY CLAIM UNDER
THE FACe ADDENDUM OR THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE COMPENSATION PAID TO GATEWAY PROVIDER THROUGH THE CLAIMING AFFILIATE
PARTNER ACCOUNT DURING THE THIRTY (30) DAYS PRIOR TO THE EVENT RELATED TO ANY SUCH CLAIM OF LIABILITY OR $1,500, WHICHEVER IS LESS.”


 


	 	2.8	Amendment
    to Agreement Section 13.1.


 


Section
13.1 of the Agreement is amended by adding the following to the end thereof:


 


“The
FACe Platform and the terms of the FACe Addendum shall be for all purposes the Confidential Information owned by Gateway Provider.”


 


	 	2.9	Amendments
    to Agreement Exhibit A.


 


The
following definitions in Exhibit A of the Agreement are revised as follows:


 


The
definition of “Merchant” in the Agreement is hereby amended by adding the following to the end thereof: “Merchant
also means for all purposes under this Agreement any “Sub-Merchant” or “Sponsored Merchant” of Affiliate Partner
or of a Sub- Affiliate Partner, as the terms “Sub-Merchant” and “Sponsored Merchant” are defined in the Rules,
as such Rule definitions may be amended from time to time.”


 


The
following new definitions are added to Exhibit A:


 


“FACe
Event” means any one or more of the following, whether such event is as a result of the act or omission of Affiliate Partner
or is the act or omission of any third party: the unauthorized or fraudulent access or use of the FACe Platform to create Merchant gateway
accounts; fraud conducted by a Merchant; inaccurate information entered into the FACe Platform, including but not limited to bank account
information, routing information, fee amounts, discount percentages, payment timing, payment amounts, or reserve amounts; communication
failures between the FACe Platform and Affiliate Partner’s sponsor institution; unauthorized transactions; unauthorized deposits;
fraudulent deposits; misdirected deposits; and all chargebacks, fees and amounts incurred by Gateway Provider attributable thereto.


 


“Sub-Affiliate
Partner” means any third party that utilizes Affiliate Partner’s Merchant Identification Number or whose Merchants are
utilizing the Gateway Account.”


 




    	 



    	 



    

 


	3.	Miscellaneous.


 


	 	3.1	This
    FACe Addendum shall be incorporated into and made a part of the Agreement. Except as revised by this FACe Addendum, all provisions
    of the Agreement remain in full force and effect. If there is any inconsistency between the terms of this FACe Addendum and the terms
    of any agreement Affiliate Partner has entered into, the terms of this FACe Addendum will prevail.


 


	Network
    Merchants LLC	 	Netpay
    International
	 	 	 	 	 
	By:	/s/
    TJ Fund	 	By:	/s/
    Lina Michaeli
	Name:	TJ
    Fund	 	Name:	Lina
    Michaeli
	Title:	SVP
    & General Counsel	 	Title:	Chief
    Executive Officer and Director


 


Affiliate
Partner Agreement Addendum Last Revised January, 2016 CONFIDENTIAL