Exhibit 10.40


 


MyECheck Services Agreement


 


This Services Agreement (this “Agreement”)
dated November 7th, 2014 is made by and between MyECheck, Inc., a Wyoming corporation whose address is 2600 East Bidwell Street,
Folsom, CA 95630, (“MyECheck”), and __Sushi Groove, LLC___ whose address is _2910 Highland Dr , SLC, UT 84106___(“Company”).


 


		A.	Whereas MyECheck provides Payment Data Processing Services
(“Services”);



 


		B.	Whereas Company is engaged in payment acceptance; and



 


		C.	The Service Documentation described below contains the
terms under which MyECheck has agreed to provide Services to the Company.



 


NOW THEREFORE, MYECHECK AND COMPANY AGREE AS
FOLLOWS:


 


1.            Service
Documentation. The “Service Documentation” includes;


 


		(a)	This Agreement and all
exhibits, addendums and attachments;



 


		(i)	User guides which include
software and software licenses if applicable, price schedules, specifications, instructions, and notices;



 


		(b)	The application form(s)
for each Service.



 


The Service Documentation also applies to any
Service that is provided by an affiliate of MyECheck and any Service that is used by an affiliate or a subsidiary of Company. “MyECheck”
includes each such affiliate, and “Company” includes each such affiliate and subsidiary. All terms defined in this
Agreement shall have the same meaning when used in the Service Documentation. If there is a conflict among the documents that make
up the Service Documentation, the documents will govern in the order set forth above. Company acknowledges receiving a copy of
the Service Documentation for each Service it requested when it entered into this Agreement.


 


2.           Changes
to Services. MyECheck may change (or add to) the terms and fees in the Service Documentation at any time upon 30 days prior
written notification. If Company discontinues using the affected Service before the change becomes effective, it will not be bound
by the change. If Company continues to use a Service after the change becomes effective, it will be bound by the change.


 


3.           Term
and Termination. Unless terminated sooner in accordance with the Service Documentation, this Agreement and all Services
will continue in effect until terminated by either party upon 30 days prior written notice to the other party (unless a Service
is terminated sooner in accordance with the Service Documentation). MyECheck may terminate any Service following notice to Company
of a breach of any provision of the Service Documentation. MyECheck may also terminate any Service without notice to Company if
Company is subject to a petition under applicable state or federal bankruptcy law, becomes insolvent or is otherwise unable to
make its debts when due, or if MyECheck otherwise determines, in its sole discretion, that a material adverse change has occurred
in Company’s ability to perform its obligations under the Service Documentation. The termination of a Service will not affect
Companys or MyECheck’s rights with respect to transactions which occurred before termination. MyECheck shall not be liable
to Company for any losses or damages Company may incur as a result of any termination of any Service.


 


4.           Service
Fees. Company shall pay MyECheck the fees described in the Service Documentation. You hereby authorize MyECheck to create
remotely created checks drawn from Company’s checking account(s), and use the checks to collect all fees and charges, or
it may send an invoice to Company for such amounts, which Company shall promptly pay. MyECheck may assess finance charges at a
rate of 1.5% per month (18% per annum) or the highest rate permitted by law, whichever is less, on any invoiced fees that are not
paid within thirty (30) days of the due date and shall apply payments and other reductions of amounts owed first to unpaid interest
and then to other fees and charges.


 




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5.           Confidential
Information. Unless otherwise provided in the Service Documentation, all user guides and other written materials, source
code, object code, trademarks and other intellectual property included in the Service Documentation provided pursuant to this Agreement
constitute MyECheck’s or its vendors’ confidential information (“Confidential Information”). MyECheck or
its vendors, as applicable, will remain the sole owner of all such Confidential Information, and Company will not acquire any interest
in or rights to it as a result of Company’s use of any Service except as set forth in the Service Documentation. Company
will maintain the confidentiality of the Confidential Information and will not use for any purpose (other than as specifically
contemplated by this Agreement) or disclose (or permit its employees or agents to disclose), copy, transfer, sublicense or otherwise
make any of it available to any person or entity, other than its employees who have a need to use the Confidential Information
in connection with the applicable Service. Company shall notify MyECheck immediately if it knows or suspects that there has been
any unauthorized disclosure, possession, use or knowledge (each, an “Unauthorized Use”) of any Confidential Information,
and if it is responsible for the Unauthorized Use, it will, at its expense, promptly take all actions, including without limitation
initiating court proceedings to recover possession or prevent further Unauthorized Use of the Confidential Information and obtain
redress for any injury caused to MyECheck as a result of such Unauthorized Use. In addition, except as permitted by applicable
law, Company may not decompile, reverse engineer, disassemble, modify, or create derivative works of any software provided pursuant
to this Agreement.


 


6.           Third
Party Networks; Use of Required Software. If MyECheck determines that any funds transfer or communications network, Internet
service provider, or other system(s) it has selected to provide a Service is unavailable, inaccessible or otherwise unsuitable
for use by MyECheck or Company, MyECheck may, upon notice to Company, suspend or discontinue the affected Service. Company shall
use and maintain in good working order (and at its own expense) software, hardware and other equipment necessary for Company to
use the Service(s) in accordance with the Service Documentation.


 


7.           NO
REPRESENTATIONS OR WARRANTIES OF MYECHECK OR SOFTWARE VENDOR. NEITHER MYECHECK NOR ANY SOFTWARE VENDOR MAKES ANY EXPRESS
OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES OR ANY SOFTWARE USED IN CONNECTION WITH THE SERVICES INCLUDING
WITHOUT LIMITATION ANY WARRANTY AS TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE EXPRESSLY SET FORTH
IN THE SERVICE DOCUMENTATION.


 


8.           Liability
and Indemnification.


 


(a)          MyECheck
is under no obligation to honor, in whole or in part, any entry, file, batch release, payment order, transaction or instruction
(each, an “Order”), which (i) exceeds Company’s available funds on deposit in an account with MyECheck related
to the Order, unless otherwise provided in the Service Documentation; (ii) is not in accordance with the Service Documentation
or MyECheck’s applicable policies, procedures or practices as MyECheck may from time to time establish and make available
to Company; (iii) MyECheck has reason to believe may not have been duly authorized, should not be honored for its or Company’s
protection, or involves funds subject to a hold, dispute, restriction or legal process that prevents their withdrawal; or (iv)
could result, in MyECheck’s sole discretion, in a violation of any law, rule or regulation of any federal or state regulatory
authority, including without limitation any Federal Reserve risk control program or guidelines such as the limitations on MyECheck’s
intra-day net funds position.


 


(b)          Company
shall promptly furnish written proof of loss to MyECheck and notify MyECheck if it becomes aware of any third party claim related
to a Service. Company shall cooperate fully (and at its own expense) with MyECheck in recovering a loss. If Company is reimbursed
by or on behalf of MyECheck, MyECheck or its designee will be subrogated to all rights of Company.


 


(c)          Any
claim, action or proceeding against MyECheck for losses or damages arising from a Service, including MyECheck’s honoring
or dishonoring a check covered by a Service, must be brought within one year from the date of the act or omission or in the case
of a check from the date the check was first paid or returned by MyECheck.


 




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(d)          MyECheck
will have no liability for failure to perform or delay in performing a Service if the failure or delay is due to circumstances
beyond MyECheck’s reasonable control.


 


(e)          Except
in the case of MyECheck’s gross negligence or intentional misconduct, Company shall indemnify and hold MyECheck, its directors,
officers, employees and agents harmless from all losses or damages that arise out of (i) the performance of a Service in accordance
with the Service Documentation, including without limitation any warranty MyECheck is required to make to a third party in connection
with a Service; (ii) an act or omission of any agent, courier or authorized representative of Company; or (iii) if the Service
includes a license or sublicense of any software to Company, the use or distribution of the software by Company or any person gaining
access to the software through Company that is inconsistent with the license or sublicense.


 


(f)          MYECHECK
WILL ONLY BE LIABLE TO COMPANY FOR ITS DIRECT MONETARY LOSSES OR DAMAGES DUE TO MYECHECK’S GROSS NEGLIGENCE OR MATERIAL BREACH
OF THIS AGREEMENT. MYECHECK’S LIABILITY TO COMPANY WILL BE LIMITED TO AN AMOUNT NOT TO EXCEED THE AMOUNT OF THE FEES ACTUALLY
PAID BY COMPANY TO MYECHECK DURING THE CALENDAR MONTH IMMEDIATELY PRECEDING THE CALENDAR MONTH IN WHICH SUCH LOSS OR DAMAGES WERE
INCURRED (OR, IF NO MYECHECK FEES WERE PAID IN SUCH MONTH, MYECHECK FEES PAID IN THE MONTH IN WHICH THE LOSSES OR DAMAGES WERE
INCURRED). IN NO EVENT WILL EITHER PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL
(INCLUDING WITHOUT LIMITATION COURT COSTS AND ATTORNEYS’ FEES), INDIRECT, OR PUNITIVE LOSSES OR DAMAGES, WHETHER ANY CLAIM
IS BASED ON CONTRACT OR TORT, OR WHETHER THE LIKELIHOOD OF SUCH LOSSES OR DAMAGES WAS KNOWN TO THE OTHER PARTY AND REGARDLESS OF
THE FORM OF THE CLAIM OR ACTION.


 


9.           General.


 


(a)          The
Service Documentation will be governed by the laws of the state of California, without regard to conflicts of laws principles.
In the event any legal action becomes necessary to enforce or interpret the terms of this Agreement, the parties agree that such
action will be brought in the U.S. District Court of the Northern District of California, Sacramento County, and that the parties
hereby submit to the jurisdiction and venue of said court.


 


(b)          Any
portion of the Service Documentation which is inconsistent with applicable laws, regulations or rules will be deemed modified and
applied in a manner consistent therewith, and MyECheck will incur no liability to Company as a result of the inconsistency or modification
and application. If any portion of the Service Documentation is deemed unenforceable or invalid, it will not otherwise affect the
enforceability or validity of the Service Documentation.


 


(c)          The
Service Documentation is the entire agreement between MyECheck and Company and supersedes all prior representations, conditions,
warranties, understandings, proposals or agreements regarding a Service. No course of dealing or waiver of any right on one occasion
will constitute a modification of the Service Documentation or be a waiver of that right on a subsequent occasion.


 


(d)          Company
agrees to provide MyECheck promptly upon MyECheck’s request any existing financial statements or other information pertaining
to Company’s financial condition or any previously unprepared financial statements which MyECheck may require Company to
prepare and/or to be audited or reviewed by independent certified public accountants acceptable to MyECheck.


 


(e)          Company
expressly warrants that a Service will not be used in a manner which violates any federal or state law including without limitation
any sanction or control administered by the Office of Foreign Assets Control or Bureau of Export Administration.


 




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(f)           Sections
4, 5, 6, 8, 9 and 10 of this Agreement will survive termination of this Agreement.


 


(g)          Either
party may provide notice to the other party by mail, personal delivery, or electronic transmission. MyECheck shall use the most
recent address for Company in MyECheck’s records, and any notice from MyECheck will be effective when sent. Company shall
use the address where Company’s relationship manager is located and address any notice to the attention of such manager.
Any notice from Company will be effective when actually received by MyECheck. MyECheck will be entitled to rely on any notice from
Company that it believes in good faith was authorized by an authorized representative of Company and, except as expressly stated
in the Service Documentation, shall have no obligation to verify the signature (including an electronic signature). Each party
will have a reasonable time after receipt of any notice to act on it.


 


(h)          All
uses of the Services through Company’s ID codes, passwords, token cards, PINs, or passcodes (each, a “Code”)
will be deemed to be authorized by and binding on Company. Company’s failure to protect Codes may allow an unauthorized party
to (i) use the Services, (ii) access Company’s electronic communications and financial data, and/or (iii) send or receive
information and communications to MyECheck. Unencrypted electronic transmissions are not secure. Company assumes the entire risk
for unauthorized use of Codes and any unencrypted electronic transmissions.


 


(i)           Company
may not assign or transfer its rights or obligations with respect to the Service Documentation without MyECheck’s prior written
consent. MyECheck may assign its rights and obligations with respect to the Service Documentation to any successor by merger, consolidation
or corporate reorganization.


 


(j)           Unless
otherwise provided in the Service Documentation, the term “Business Day” means that part of a business day occurring
prior to the cutoff time determined in accordance with MyECheck’s applicable funds availability policy.


 


(k)          The
parties do not intend that any agency or partnership relationship be created between them by this Agreement.


 


(l)           Company
authorizes MyECheck to issue a press release, which may contain Company’s stock ticker symbol; that describes the nature
of the relationship between MyECheck and Company.


 


(m)          This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 




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IN WITNESS WHEREOF, the parties have entered
into this Agreement as of the date first set forth above.


 


	Agreed:	 	Accepted:
	Company	 	MyECheck
	 	 	 	 
	By:	/s/ David Ayala	 	Signature:  	/s/ Edward Starrs
	 	 	 	 
	Name:	David Ayala	 	Edward Starrs
	 	 	 	 
	Company:	Sushi Groove, LLC	 	MyECheck
	 	 	 	 
	Title: 	Chef/Owner	 	President and CEO
	 	 	 	 
	 	 	 	Effective Date:	1/21/2015


 




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Exhibit A


Levels of Service 


 


		1)	(Level 1) Basic Electronic Check Service



 


MyECheck will provide fully electronic
check services to Customer. MyECheck will receive data transmissions from Customer and will use the data to create and process
fully electronic checks, formatted for clearing through the Check 21 electronic check clearing system, for deposits into Customer
account(s).


 


Fee


  





	Total Transactions   	 	 	 
	 per Calendar Month	 	Fee per Transaction	 
	 	 	 	 
	 Less than 500,000	 	$	0.25	 
	 500,001 – 999,999	 	$	0.20	 
	 1,000,000 and more	 	$	0.15	 
	 	 	 	 	 





 


		2)	(Level 2) Check Authorization Service 



 


The MyECheck Check
Authorization service is comprised of 4 unique verification levels that include real time data, negative data, proprietary data
and routing number validation. The verifications check the transaction data against specific databases that indicate what a paying
financial institution is reporting on the account at the end of the prior day’s processing cycle. The response will tell
you if the account is open, valid and in a positive status, or if the account is not located, and many
other responses.  


 





	Fees  		Fee per Transaction
	Check Authorization Service + Level 1	 	$0.25 + Level 1 Fee





 


		3)	(Level 3) Basic Electronic Check Service +ID



 


Provides domestic
identity verification using a wide array of reliable consumer data based on a single lookup. Detects discrepancies with an
identity to gain better insight into the risks associated with an ID. It meets compliance regulations for CIP, OFAC, and FFIEC. 



 


	Fees		Fee per Transaction
	+ID + Level 1	 	$0.49 + Level 1 Fee



 




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Exhibit B


 


Supplemental Consulting
Services


 


1. STATEMENT
OF WORK. MyECheck may render services, working individually or with the Customer and/or third parties retained by
Customer, (the "Consulting Services") to Customer on a time and materials basis as may be agreed upon in a written Statement
of Work, which will become a part of this Agreement. No Supplemental Consulting Services will be preformed until such time as
a duly authorized Statement of Work is prepared and approved by all Parties.


 


2. PROJECT ADMINISTRATION.
The Technical Contact (as set forth in the Statement of Work) for the Customer shall provide MyECheck all assistance and guidance
reasonably requested by MyECheck for the performance of the Consulting Services. Customer acknowledges that the timely performance
of the Consulting Services is dependent both on reasonable access to and assistance by Customer, including the Customer Technical
Contact. MyECheck acknowledges that the success of Customer's business shall depend on MyECheck's ability to provide the Consulting
Services on a timely basis in accordance with the dates specified by Customer, and shall use all reasonable efforts to complete
all Services efficiently and on or ahead of schedule


 


3. COMPENSATION.
MyECheck shall be paid fees on a time and materials basis in accordance with the Statement of Work signed by both parties. Customer
shall also reimburse MyECheck for reasonable travel, lodging, meal and other expenses reasonably incurred while providing the Consulting
Services. MyECheck shall provide Customer with accurate invoices detailing the consulting hours, fees and expense reimbursements
due MyECheck. Customer payment for Services and expenses shall be due thirty (30) days from the date of invoice. The parties agree
that Customer shall not be charged nor shall it be liable for any travel time incurred in connection herewith.


 


All work will be conducted
on an hourly fee basis and billed per the rate listed below. Rates are subject to change prior to the preparation of a Statement
of Work.


 


Hourly (Subject to Scheduling
and Availability):             $125.00/Hour


 


4. THIRD PARTY SOFTWARE.
Customer acknowledges that in order for MyECheck to perform the Consulting Services, Customer may need to obtain additional third
party services ("Third Party Services") or third party technology ("Third Party Technology"). Customer agrees
that the rights and licenses with respect to Third Party Technology and Third Party Services shall be under terms set forth in
the pertinent purchase, license or services agreements between Customer and the vendors of such Third Party Software or Third Party
Services. Customer shall execute and comply with appropriate purchase, license, or services agreements with respect to any Third
Party Software or Third Party Services. Any amounts payable to third party vendors or service providers under such agreements are
the sole responsibility of Customer and shall be paid directly by Customer to such third party vendors or service providers.


 


5. LICENSE TO Customer
MATERIALS. Customer acknowledges that in order to perform the Services, MyECheck may require access to and use of certain
software or other materials of Customer or Customer's suppliers (including access to code relating to the Software or that may
effect the performance of the Software) ("Customer Materials"). Customer grants to MyECheck a royalty-free, non-exclusive
license to access and use the Customer Materials (including through subcontractors) as required for MyECheck's performance of the
Services hereunder.


 


6. RIGHTS AND OWNERSHIP.
To the extent that any modification, enhancement, extension, interface or derivative work to any MeECheck Software or any other
deliverable that is produced through the Consulting Services, Customer shall have the same usage rights in such as Customer has
currently has. Customer acknowledges and agrees that other than any Third Party Software or any Customer Materials or Software,
MyECheck continues to own all computer programs, utilities and intellectual property which aid MyECheck in performing the Consulting
Services or which are produced as a result of these Services.


 


7. Independent
Contractors. MyECheck agrees that it shall be considered an independent contractor and that it shall not be deemed
to be an employee of Customer. MyECheck and its employees, agents and contractors performing services hereunder shall not be entitled
to any employee benefits of Customer.


 




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8.
Project Pricing and Expenses. MyECheck
shall incur all reasonable expenses in the performance of the services contained herein including but not limited to contractors
and consultants used for software development, testing, quality assurance and deployment during the term of this agreement. 


 


From time to time there may be a need for Customer
to incur certain expenses. Notwithstanding anything else to the contrary contained herein, any single expense in excess of two
hundred dollars ($200) must be pre-approved in writing (or by email) by Customer or it shall not be deemed a reimbursable expense.


 


9. Billing
schedule. Billing is monthly and payment is due upon receipt of bill for services provided
the prior month. Payments will be processed and collected from the Customer as a Check 21 item (no fee to Customer).


MyECheck reserves the right to discontinue the provision
of services under the Statement of Work in the event that Customer fails to continue to make timely payment of fees and expenses
due hereunder.


 


10. Non-Solicitation
of Employees. During the term of this Agreement and
for a period of one (1) year following completion of any work hereunder, neither party shall solicit employment of any
current or prior employee of the other.


 


11. ATTACHMENTS. Any Statement of Work(s) will be
attached and will become a part of this Service Agreement.


 




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Exhibit C


 


Attached as Exhibit C, will be a completed New Merchant Integration
Information form. This form must be completed and submitted to MyECheck in a timely manner. Customer bank integration typically
takes between four and six weeks. This process cannot begin until this form has been completed and delivered. It will be the Customer’s
responsibility to direct their bank to work with MyECheck in order to facilitate the Check 21 deposits. MyECheck will not be responsible
for any delays imposed by the Customer’s bank.


 


Upon submission of the New Merchant Integration Information Form,
MyECheck will provide the Customer with a Customer Service Contact. This individual will work with the Customer and their bank
in order to complete the integration process.


 


In is understood by all parties that the contact individuals provide
by the Customer and MyECheck are free to exchange any and all needed information in order to execute the terms and conditions of
this Agreement.


 


This Exhibit may not apply, if the Customer is going to use the
licensed Software to develop, deliver, and support their own solutions. In those cases, the Customer will be solely responsible
for their banking relationships and set-up.


 




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