Exhibit 10.45


 


MyECheck Services Agreement


 


This Service Agreement,
along with the attached Exhibits (collectively known as the “Agreement”), is made and entered by and between Lucid
Integrated Systems with a place of business within the United States of America (hereinafter referred to as “the Customer”),
and MyECheck, Inc., a Wyoming Corporation, with principal offices within the State of California, (hereinafter referred
to as “MyECheck”), all or each of which shall also hereinafter be referred to as the “party” or “parties”
respectively, and is effectively on the date listed below.


 


RECITALS


 


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



 


		B.	Whereas the Customer is engaged in payment acceptance;



 


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



 


		D.	MyECheck has agreed to provide Services to the Customer.



 


AGREEMENTS


 


Now therefore, the parties do hereby mutually agree that:


 


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


 


 (a)  This Agreement includes Three Exhibits, and may include additional price schedules, addendums, and/or attachments;




 


(b)  User
guides, which may include software (APIs), and software licenses, if applicable, specifications, instructions, and notices;




 


(c)  Third
party application form(s) for any desired supplemental services.




 


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 the Customer. “MyECheck” includes each such affiliate, and “Customer” 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.
Customer 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 Customer discontinues using the affected Service before the change becomes effective, it will not be bound
by the change. If Customer continues to use a Service after the change becomes effective, it will be bound by the change


 




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MyECheck Services Agreement


 


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. MyECheck may terminate
any Service following notice to Customer of a breach of any provision of the Service Documentation. MyECheck may also terminate
any Service without notice to Customer if Customer 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 Customer’s ability to perform its obligations under the Service Documentation.
The termination of a Service will not affect Customers or MyECheck’s rights with respect to transactions which occurred before
termination. MyECheck shall not be liable to Customer for any losses or damages Customer may incur as a result of any termination
of any Service.


 


4.   Service
Fees. Customer shall pay MyECheck the fees described in the attached Exhibits for the specific services selected and/or
used. All transactional fees for the current month will be based on the volumes from the prior month. You hereby authorize MyECheck
to create remotely created checks drawn from Customer’s checking account(s), and use the checks to collect all fees and charges,
or it may send an invoice to Customer for such amounts, which Customer 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.


 


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 Customer will not acquire any
interest in or rights to it as a result of Customer’s use of any Service except as set forth in the Service Documentation.
Customer 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. Customer 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, Customer 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 Customer, MyECheck may, upon notice to Customer, suspend or discontinue the affected Service. Customer shall
use and maintain in good wrking order (and at its own expense) software, hardware and other equipment necessary for Customer to
use the Service(s) in accordance with the Service Documentation.


 


7.   NO REPRESENTATIVES
OR WARRANTIES OF MYECHECK OR SOFTWARE VENDORS. NEITHER MYECHECK NOR ANY SOFTWARE VENDOR MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS
OR WARRANTIES WITH RESPECT TO THE SERVICS 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.


 




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MyECheck Services Agreement


 


8.    Liability and Indemnification.


 


(d)  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 Customer’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 Customer; (iii) MyECheck has reason to believe may not have been duly authorized, should not be honored for its or Customer’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.


 


(e)  Customer
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. Customer shall cooperate fully (and at its own expense) with MyECheck in recovering a loss. If Customer is reimbursed
by or on behalf of MyECheck, MyECheck or its designee will be subrogated to all rights of Customer.


 


(f)  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.


 


(g)  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.


 


(h)  Except
in the case of MyECheck’s gross negligence or intentional misconduct, Customer 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 Customer; or (iii) if the Service
includes a license or sublicense of any software to Customer, the use or distribution of the software by Customer or any person
gaining access to the software through Customer that is inconsistent with the license or sublicense.


 


(i)  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


 


(j)  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.


 




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MyECheck Services Agreement


 


(k)  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 Customer 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.


 


(l)  The
Service Documentation is the entire agreement between MyECheck and Customer 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.


 


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


 


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


 


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


 


(p)  Either
party may provide notice to the other party by mail, personal delivery, or electronic transmission. MyECheck shall use the most
recent address for Customer in MyECheck’s records, and any notice from MyECheck will be effective when sent. Customer shall
use the address where Customer’s relationship manager is located and address any notice to the attention of such manager.
Any notice from Customer will be effective when actually received by MyECheck. MyECheck will be entitled to rely on any notice
from Customer that it believes in good faith was authorized by an authorized representative of Customer 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.


 


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


 


(r)  Customer
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.


 


(s)  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.


 


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


 


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


 




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MyECheck Services Agreement


 


(v)  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.


 


(w)  This Agreement may be executed as a faxed or
electronically scanned document, with scanned or faxed signatures deemed as original.


 




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MyECheck Services Agreement


 


IN WITNESS WHEREOF, the
parties have entered into this Agreement as of the date listed below.


 


	Agreed:	 	Accepted:	 
	Customer	 	MyECheck	 
	 	 	 	 
	/s/ Jeremiah Pierquet



	 	  /s/ Ed Starrs	 
	Signature	 	Signature	 
	 	 	 	 
	Company Name:	 	MyECheck, Inc.	 
	 	 	Ed Starrs	 
	Lucid
    Integrated Systems	 	President & CEO	 
	 	 	 	 
	Individual Name:	 	2600 East Bidwell Street,
    Suite 140
	 	 	Folsom, California  95630
	Jeremiah
Pierquet
	 	 	 
	 	 	 	www.MyECheck.com	 
	Title:	President	 	844-MyECheck  (844-693-2432)
	 	 	Customer.Support@MyECheck.com
	 	 	 	 
	Principal Address:	 	Date of Agreement:	1/08/15
	 	 	 	 
	760
    Riverside Avenue	 	Effective Date:	 
	 	 	 	 
	Suamico,
    WI  54173	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 




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MyECheck Services Agreement


 


Exhibit A


 


Services and Fees


 


Basic Services


 


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), and for transfers out of Customer accounts.


 


This basic service enables
the Customer to verify their user provided data, check the status of their bank account, prove the transaction is authorized, and
predict the probability of most problems before the transaction is approved and processed for deposit.


 


Check 21 Service Fees


 


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



 


Available Supplemental
Services


 


Scrub Services, like the Basic Check 21
Service, generates a check image and pushes it to your bank for payment. It offers minimal financial verification. Transactions
are immediately and automatically evaluated and approved or declined based upon the real time results of multiple fraud control
tools and database searches. For example, it will check the payee against a database of known bad check writers and verify that
the account is open and in good standing.


 


Guarantee Services, like the Basic Check
21 and Scrub Services, generates a check image and pushes it to your bank for payment. In addition to validating transaction data,
you are insured if the item is returned unpaid. When a payee defaults, the check guarantee provider buys the returned item for
its full face value.


 


These services are available for additional
fees. For more information, please contact MyECheck sales (sales@MyECheck.com).


 




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MyECheck Services Agreement


 


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.




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MyECheck Services Agreement


 


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
affect 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 MyECheck 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.


 


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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MyECheck Services Agreement


 


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 Service Agreement.


 




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