Exhibit 10.46



 


PORTIONS
OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS, WHICH ARE MARKED BY ASTERISKS (“***”).


 





 


THIRD
PARTY PAYMENT PROCESSOR AGREEMENT


 


THIS
THIRD PARTY PAYMENT PROCESSOR AGREEMENT (the “Agreement”), dated as of the Effective Date, is entered into by and
among JPMorgan Chase Bank, N.A., a national banking association (“Member”), Paymentech, LLC, a Delaware
limited liability company (“Paymentech”, “we”, or “us”), and USA Technologies, Inc., an entity
duly organized under the laws of the Commonwealth of Pennsylvania (“TP3”, “you”, or “your”).


 


WHEREAS,
Member is a member of the Payment Brands and, through Member, Paymentech is authorized to process the Payment Brand Transactions;
and





WHEREAS,
TP3 is (or will be prior to the submission of any Transaction) registered as a third party service provider with the applicable
Payment Brands; and





WHEREAS,
TP3 wishes to submit Transaction Records for itself and on behalf of certain business enterprises meeting the qualifications
and restrictions set forth herein (including in Schedule B) (referred to herein individually and collectively as a “Merchant”)
in accordance with the terms and conditions of this Agreement and the Payment Brand Rules (the “Program”).





ACCORDINGLY,
in consideration of the mutual promises made and the mutual benefits to be derived from this Agreement, Paymentech, Member, and
TP3 agree to the following terms and conditions intending to be legally bound:


 


1.
Acceptance of Payment Instruments. Regardless of whether a Transaction Record is generated by TP3 or by Merchant, all Transaction
Records processed pursuant to this Agreement shall be deemed TP3’s Transactions. Only Transaction Records generated within
the United States shall be submitted under this Agreement.


 


1.1Exclusivity.
Paymentech shall be TP3’s exclusive provider of Transaction processing services (including, without limitation, the authorization,
conveyance, and settlement of Transactions) in the United States for at least 250,000,000 million transactions per year throughout
the pendency of this Agreement, including all transactions made by Customers making a purchase with a Payment Instrument issued
by Chase. TP3 will tender to Paymentech all Transaction Records generated from the Merchants’ Transactions via electronic
data transmission according to Paymentech’s formats and procedures. 


 


1.2Certain
Payment Acceptance Policies.





(a)       Each
Transaction must be evidenced by its own Transaction Receipt completed in accordance with Payment Brand Rules. All Transaction
Receipts must comply with Payment Brand Rules and, at a minimum, contain (i) the Transaction date; (ii) a brief description of
the goods or services sold, returned. or cancelled; (iii) the price of the goods or services, including applicable taxes, or amount
of any credit or adjustment; (iv) the Customer name; (v) the Merchant’s name in a manner recognizable to Customers;
(vi) TP3’s name in conjunction with the Merchant’s name (e.g., “TP3 * Merchant”); (v) the Merchant’s
address; (vi) the Merchant’s customer service telephone number; (vii) any applicable terms and conditions; and (viii) any
other information required by the Payment Brand Rules or local law. TP3 shall ensure that each Merchant provides a complete copy
of the Transaction Receipt to the Customer, as required by the Payment Brand Rules. A Merchant shall offer the Transaction Receipt
in paper format to the extent required by applicable law, and may also offer the Transaction Receipt in electronic format; provided
that such electronic Transaction Receipts must comply with all applicable provisions of the Payment Brand Rules.





(b)       Neither
TP3 nor Merchant shall require the Customer to pay the fees payable by TP3 under this Agreement.


(c)       Neither
TP3 nor Merchant shall issue Refunds for Transactions by cash or a cash equivalent (e.g., check) unless required by law or permitted
by the Payment Brand Rules.


 






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(d)       Unless
permitted by the Payment Brand Rules, neither TP3 nor Merchant shall engage in any practice that unfavorably discriminates against
or provides unequal treatment of any Payment Brand relative to any other Payment Brand.


(e)       Except
where expressly permitted by law or the Payment Brand Rules, TP3 nor Merchant shall set a dollar amount above or below which Merchant
refuses to honor otherwise valid Payment Instruments.


(f)        If
applicable, TP3 or Merchant shall examine each Payment Instrument physically presented at the point of sale to determine that
the Payment Instrument presented is valid and has not expired. If applicable, TP3 shall exercise reasonable diligence to determine
that the authorized signature on any Payment Instrument physically presented at the point of sale corresponds to the Customer’s
signature on the Transaction Receipt.


(g)       With
respect to any Transaction for which a Customer is not physically present at the point of sale, such as in any on-line, mail,
telephone, pre-authorized, or recurring Transaction, TP3 or Merchant must (i) have notified Paymentech on its Application or otherwise
obtained Paymentech’s prior written approval of TP3’s or Merchant’s intention to conduct such Transactions;
and (ii) have appropriate procedures in place to ensure that each Transaction is made to a purchaser who actually is the Customer.
TP3 acknowledges that under certain Payment Brand Rules, neither TP3 nor Merchant can rebut a Chargeback where the Customer disputes
making the purchase and TP3 does not have an electronic record (e.g., “swiping” or “tapping” a Payment
Instrument) or physical imprint of the Payment Instrument.\


(h)       TP3
and Merchant agrees to accept all categories of Visa and MasterCard Payment Instruments (i.e., debit and credit cards), unless
TP3 or Merchant has notified Paymentech on its Application or otherwise in writing of its election to accept one of the following
“limited acceptance” options: (i) all Visa and MasterCard consumer credit cards and Visa and MasterCard commercial
credit and debit cards; or (ii) Visa and MasterCard debit cards only (but no credit cards). Notwithstanding the election of one
of the foregoing limited acceptance options, TP3 and Merchant must honor all foreign bank-issued Visa or MasterCard Payment Instruments.
If TP3 or Merchant elects one of the limited acceptance categories: (Y) appropriate signage must be displayed to indicate the
limited acceptance category; and (Z) Paymentech, at its option, may process any Transactions submitted to Paymentech outside of
the limited acceptance category, in which case such Transactions will be assessed the applicable interchange fees plus any additional
fees/surcharges assessed by Paymentech or the Payment Brands.


(i)        Neither
TP3 nor Merchant shall split a single Transaction into two or more Transactions to avoid or circumvent authorization limits or
monitoring programs.


(j)        Neither
TP3 nor Merchant shall accept Payment Instruments for the purchase of scrip.


(k)       Neither
TP3 nor Merchant shall require a Customer to complete a postcard or similar device that includes the Customer’s Payment
Instrument account number, expiration date, or any other account data in plain view when mailed.


(l)        Neither
TP3 nor Merchant shall add any tax or surcharge to Transactions, unless applicable law expressly requires a TP3 or a Merchant
be permitted to impose the tax or surcharge. If any tax or surcharge amount is allowed, such amount shall be included in the Transaction
amount and shall not be collected separately.


(m)      Neither
TP3 nor Merchant shall request or use a Payment Instrument account number for any purpose except as payment for its goods or services,
unless required by the Payment Brand Rules in order to support specific services offered by the Payment Brands.


 


1.3
Payment Brand Rules; Compliance with Laws. TP3 agrees to comply, and to ensure that all Merchants comply, with all applicable
Payment Brand Rules, and such other procedures as Paymentech or the Payment Brands may from time to time prescribe with respect
to TP3 (or payment service providers), Merchants, Transactions, or the Program. TP3 shall take all actions necessary throughout
the term of the Agreement to insure its (and, as necessary, each Merchant’s) compliance with applicable federal, state and
local laws, statutes, ordinances, governmental rules and regulations, as they may be enacted or amended from time to time relating
to the Program and the Transactions submitted to Paymentech.


 


1.4
Registration Requirements; Registered Services.


TP3
acknowledges that it must register with all applicable Payment Brands prior to entering Transactions into Interchange. Paymentech
shall facilitate such registration, subject to the following terms and conditions:





(a)       TP3
agrees to fully cooperate with Paymentech with respect to all applicable Payment Brand registration requirements, to provide all
information required in connection with such registration, and to update Paymentech promptly (but in any event within five (5)
Business Days) in writing of any subsequent change in such information, including any change in TP3’s principals or owner(s),
any changes to TP3’s business structure, corporate name, any trade name(s) or “doing business as” name(s) being
used by TP3, or any changes in TP3’s use of Service Providers with access to Payment Instrument Information. TP3 shall pay
all initial and subsequent fees and costs associated with such registrations and any renewals. TP3 agrees and understands that
its ability to provide services to Merchants involving the storage, processing, or transmission of Payment Instrument Information
is subject to TP3’s continued valid registration with the Payment Brands and TP3’s compliance with the Payment Brand
Rules and Security Standards as set forth in this Agreement. TP3 understands and agrees that registration is specific to Paymentech
and the Member only, and a separate registration is required (at separate cost) for any other relationship(s) TP3 may have.


 






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(b)       To
become registered, TP3 must deliver the following documentation to Paymentech, as applicable, prior to signing any Merchant to
the Program or submitting any Transactions into Interchange: (i) applicable registration forms from Visa and MasterCard; (ii)
supporting documentation to assist Paymentech in performing (or evidence in support of the fact that Paymentech has already conducted)
a comprehensive risk and financial review of TP3; (iii) a comprehensive list of all existing Merchants, if applicable, in an electronic
format specified by Visa and MasterCard; and (iv) Security Standards Compliance Validation Documentation.


(c)       With
respect to registration, TP3 represents and warrants that it performs only those services it has identified in its Security Standards
Compliance Validation Documentation. TP3 further represents and warrants that it will immediately, or within three (3) Business
Days at the latest, notify Paymentech in writing if it performs any services in addition to those identified in the Security Standards
Compliance Validation Documentation. Upon the Effective Date, TP3 shall
provide Paymentech with a list of all its current Service Providers.
“Security Standards Compliance Validation Documentation”
encompasses the following Security Standards Compliance Validation Documents, to be provided by TP3 to Paymentech: (i) Report
on Compliance (ROC), (ii) Executive Summary of the ROC, (iii) Attestation of Compliance form, (iv) Self-Assessment Questionnaire
(SAQ), and/or (v) any other documentation which Paymentech may reasonably request or require in order to validate TP3’s
registration and compliance with the Payment Brand Rules and/or the Security Standards.


 


1.5
Requirements for Certain Transactions. With respect to each Transaction submitted to us for processing, (i) TP3 shall ensure
that TP3 and each Merchant meets each of the following requirements, and (ii) TP3 represents and warrants that, to the best of
its knowledge, each of the following requirements is met: 


(a)       The
Transaction Record represents payment or refund of payment, for the bona fide sale or lease of the goods, services, or both, which
Merchant or TP3 has provided in the ordinary course of business. 


(b)       The
Transaction Record represents an obligation of the Customer for the amount of the Transaction. 


(c)       The
Transaction Record does not involve any element of credit for payment of a previously dishonored Payment Instrument or for any
other purpose than payment for a current transaction. The Transaction does not represent payment for a previous Transaction or
charge incurred at the Merchant or a Transaction that was previously charged back by the Customer, irrespective of Customer consent
or approval. 


(d)       Except
in the case of approved installment or pre-payment plans, the goods have been shipped or provided (or made available) or the services
have been actually rendered to the Customer. 


(e)       The
Transaction Record is free from any material alteration not authorized by the Customer. 


(f)        The
amount charged for the Transaction is not subject to any dispute, setoff, or counterclaim. 


(g)       Neither
TP3 nor the Merchant nor any of their employees has advanced any cash to the Customer (except as authorized by the Payment Brand
Rules) or to TP3 or to any of its representatives, agents, or employees in connection with a Transaction, nor has TP3 or Merchant
accepted payment for effecting credits to a Customer. 


(h)       The
Merchant is free to sell the goods or services related to each Transaction. 


(i)        All
refunds shall be in accordance with all applicable return/cancellation policies, which have been previously submitted to Paymentech
in writing as provided in Section 3, and which are available to the Customer and not subject to any other representations or agreements. 


(j)        Any
Transaction submitted to credit a Customer’s account represents a refund or adjustment to a Transaction previously submitted
to Paymentech. 


(k)       Neither
TP3 nor Merchant has knowledge or notice of any information that would indicate that the enforceability or collectability of the
subject Transaction Record is in any manner impaired. The Transaction Record is in compliance with all applicable laws, ordinances,
and regulations. The Transaction Record is originated in compliance with this Agreement and applicable Payment Brand Rules. 


(l)        For
a Transaction where the Customer pays in installments or on a deferred payment plan, a Transaction Record has been prepared separately
for each installment or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments,
whether or not they have been submitted to Paymentech for processing, shall be deemed to be a part of the original Transaction. 


 






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(m)      Neither
TP3 nor Merchant knows or should have known the Transaction to be fraudulent, illegal, damaging to the Payment Brand(s), unauthorized
by the Customer, or otherwise in violation of any provision of this Agreement or any Payment Brand Rule.


(n)       For
recurring Transactions, TP3 or Merchant must (i) obtain the Customer’s consent to periodically charge the Customer on a
recurring basis for the goods or services purchased; (ii) retain this consent for the duration of the recurring services and provide
it upon request to Paymentech or the issuing bank of the Customer’s Payment Instrument; and (iii) retain written documentation
specifying the frequency of the recurring charge and the duration of time during which such charges may be made. TP3 shall not
submit any recurring transaction after receiving: (i) a cancellation notice from the Customer; or (ii) notice from Paymentech
or any Payment Brand (via authorization code or otherwise) that the Payment Instrument is not to be honored. TP3 shall include
in its Transaction Data the electronic indicator that the Transaction is a recurring Transaction.


 


1.6
Requirements for Merchants. TP3 agrees that Paymentech shall have the right at any time, in its sole discretion: (i) to refuse
to process Transactions for any Merchant and to require TP3 to decline, or terminate immediately, such Merchant’s participation
in the Program if Paymentech reasonably believes the Merchant is acting in violation of the Payment Brand Rules or applicable
law, or in the event there is a material increase in anticipated risk presented by such Merchant; (ii) to condition continued
processing for any Merchant upon TP3 establishing, funding, and maintaining a Reserve Account, in an amount specified by Paymentech,
specific to each Merchant; and (ii) to take or require TP3 to take any other measures as may be reasonably required by Paymentech
in order to minimize the risk associated with any Merchant, comply with applicable Payment Brand Rules, or comply with any applicable
legal or regulatory requirements. With respect to each Merchant, TP3 shall enter into a legally binding contract that satisfies
the requirements set forth in the Payment Brand Rules and this Agreement regarding the processing of Transactions. Paymentech
hereby reserves the right to review and audit the TP3-Merchant Processing Agreement to ensure compliance with Member
and Paymentech policies, this Agreement or other agreements between you and us, Payment Brand Rules, the Security Standards,
and any other applicable legal or regulatory requirements, or otherwise to ensure that
we have no liability under such agreement. Without limiting the generality of the foregoing, each such agreement
shall specify that TP3 is collecting and processing Transactions and Transaction Records on behalf of and as agent for such Merchant
and shall require Merchant to (i) comply with the applicable Payment Brand Rules and Security Standards, (ii) comply with any
applicable state, federal, and local laws, ordinances, governmental rules, and regulations relating to the Program and/or the
Transactions submitted to Paymentech.


 


1.7
Requirements for TP3. TP3 shall comply with all requirements and agreements outlined in Schedule B. Schedule B, including
its attachments, may be amended by Paymentech upon 30 days’ prior written notice to TP3, if needed in order to comply with
applicable law, Payment Brand Rules or JPMC policies. TP3 shall also comply with all requirements and agreements outlined in Schedule
E (Remediation Plan), if applicable. TP3 shall require that all Merchants execute any and all applications and documentation
Paymentech and the Payment Brands may require from time to time. TP3 agrees to each of the obligations, terms, and conditions
set forth in Schedule B hereto, including, but not limited to, requiring that TP3 (and, as necessary, each Merchant) is
in full compliance with applicable federal, state, and local laws, statutes, ordinances, governmental rules and regulations, the
Payment Brand Rules, Paymentech and Member legal, credit, compliance or other policies, procedures, and practices as in effect
from time to time. To the extent required by the Payment Brand(s), TP3 must be registered, and maintain such registration, as
a third party service provider with such Payment Brand(s). With respect to all Merchants, TP3 agrees to provide to Paymentech
the data described on Schedules B hereto, and such other information as Paymentech may reasonably request from time to
time to enable it to track and evaluate the Program’s success and to meet Paymentech’s compliance and reporting obligations
to the Payment Brands, in such a timeframe as required on Schedule B.  TP3
shall assume full financial liability, and be fully liable to Paymentech, for Transactions submitted on behalf of Merchants, as
well as for any disputed Transactions, credits, or customer service-related expenses, Chargebacks, or fraud. TP3 shall be responsible
for its and its Merchants’ compliance with all Payment Brand Rules and other Payment Brand requirements, applicable state,
federal, and local laws, ordinances, governmental rules, and regulations that may be applicable to either TP3 or Merchants as
a result of the Program.


 






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1.8
Commercial Entities.  TP3 agrees and understands that the Payment Brand Rules require that, in addition to any contract between
Merchant and TP3, Paymentech must enter into a written agreement with each Merchant having Visa annual sales greater than $100,000
or MasterCard annual sales greater than $1,000,000 (a “Commercial Entity”) and that such requirements shall be included
in either a separate agreement or in the TP3 Merchant Processing Agreement. TP3 shall promptly notify Paymentech of any Merchant
which it has reason to believe may be or is likely to become a Commercial Entity, but such requirement shall not affect TP3’s
obligation to enter into an agreement with a Merchant as required by Section 1.5. At any time and from time to time, Paymentech
shall be entitled to designate any Merchant as a Commercial Entity which Paymentech reasonably believes will meet the criteria
outlined above, and to require, either directly or through TP3, such Merchant to execute an agreement with Paymentech in a form
substantially similar to the form attached hereto as Schedule C, with such changes as the Payment Brands may require from
time to time. With respect to each Merchant entity that Paymentech designates as a Commercial Entity, TP3 shall collect and forward
all information requested by Paymentech to comply with Paymentech’s or Member’s legal or compliance obligations, Payment
Brand Rules as well as Paymentech’s or Member’s then current policies, including, without limitation, its credit policies.
Exercise of any right by Paymentech against any Merchant or TP3 shall not preclude Paymentech, in its sole discretion, from enforcing
its right against, or recovery fromTP3.. Any Merchant having annual MasterCard sales greater than $1,000,000 must receive settlement
funds directly from Paymentech as required by current Payment Brand Rules. TP3 will assist Paymentech in obtaining appropriate
documentation pertaining to the settlement account from such Merchants.


 


2.   Authorizations.


 


2.1Obtaining
Authorizations. TP3 is required to obtain authorization/approval codes through Paymentech,
in accordance with this Agreement, for all Transactions. TP3 acknowledges for itself and on behalf of the Merchants that an authorization/approval
code of a Transaction indicates only (i) that the Payment Instrument contains a valid account number; and (ii) that the
Customer’s Payment Instrument has an available credit balance sufficient for the amount of the Transaction at the time the
authorization is given, but does not constitute a representation from Paymentech, Member, a Payment Brand, or a card issuing bank
that a particular Transaction is a valid or undisputed transaction entered into by the actual Customer.


 


2.2Lack
of Authorization. Paymentech reserves the right to refuse to process any Transaction
Record submitted by TP3 (i) unless a proper authorization/approval code is recorded, (ii) that Paymentech reasonably determines
is or may become uncollectible from the Customer to which the Transaction would otherwise be charged, or (iii) that was prepared
in violation of any provision of this Agreement or the Payment Brand Rules.


 


3.   Refunds
and Adjustments.


 


3.1Disclosure
of Refund Policy. TP3 is required to ensure that TP3 and all Merchants each maintain
a fair policy with regard to the refund, return, or cancellation of merchandise or services and adjustments of Transactions. TP3
is also required to ensure that TP3 and each Merchant discloses its refund, return, or cancellation policy to Paymentech and to
Customers.


 


3.2Changes
to Policy. Any change in a refund, return, or cancellation policy must be submitted
to us, in writing, not less than fourteen (14) days prior to the effective date of such change. Paymentech reserves the right
to refuse to process any Transaction Record made subject to a revised refund, return, or cancellation policy of which Paymentech
has not been notified in advance.


 


3.3Procedure
for Refunds/Adjustments. If TP3 or the Merchants allow a price adjustment, return of
merchandise, or cancellation of services in connection with a Settled or Conveyed Transaction, TP3 will prepare and deliver to
us a Transaction Record reflecting such refund/adjustment within three (3) days of receiving the request for such refund/adjustment.
The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transaction Record except by the
exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. TP3 is not allowed to
accept cash or any other payment or consideration from a Customer in return for preparing a refund to be deposited to the Customer’s
account; nor may cash refunds be given to a Customer in connection with a Settled or Conveyed Transaction, unless permitted or
required by law.


 


4.   Settlement.


 


4.1Submission
of Transaction Record. TP3 is required to submit the Transaction Record no later than
the next business day immediately following the day that such Transaction Record is originated. Failure to do so can result in
higher interchange fees and other costs and increased Chargebacks. For debit card transactions that are credits to a Customer’s
account, TP3 agrees to submit such Transaction Record within twenty-four (24) hours of receiving the authorization for such credit.
Unless otherwise indicated on Schedule A, TP3 will be solely responsible for all communication expenses required to facilitate
the submission and transmission of all Transaction Records to Paymentech.


 






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4.2TP3’s
Bank Account(s). Unless it has been agreed to by the parties that Paymentech will directly
fund a Commercial Entity for its respective Transaction settlement funds, TP3 must maintain (a) one or more “for the benefit
of” (FBO) accounts designated to receive funds related to the settlement of all Commercial Entities’ Transactions;
and (b) one or more FBO accounts designated to receive funds related to the settlement of all other Merchants’ Transactions.
All FBO accounts must be compliant with all applicable laws pertaining to such accounts, held at a bank that is a member of the
Automated Clearing House (“ACH”) system or the Federal Reserve wire system, and established in accordance with Schedule
D attached hereto and incorporated herein by reference. TP3 must not, under Generally Accepted Accounting Principles (GAAP),
account for funds in the FBO accounts as their own funds. Furthermore, TP3 must designate at least one bank account for the debit
of any fees and costs associated with Paymentech’s processing of the Transactions or for other obligations and liabilities
of TP3 or the Merchants under this Agreement. All FBO and bank accounts designated by TP3 pursuant to this Section 4.2 shall be
collectively referred to herein as “Settlement Account”. During the term of this Agreement,
and thereafter until we notify TP3 that all monies due from TP3 and all Merchants under this Agreement have been paid in full,
TP3 agrees not to close the Settlement Account without giving Paymentech at least five (5) days’ prior written notice and
substituting another Settlement Account. TP3 is solely liable for all fees and costs associated with the Settlement Account and
for all overdrafts. TP3 authorizes Paymentech to initiate electronic credit and debit entries and adjustments to the Settlement
Account or applicable bank account at any time without regard to the source of any monies therein. Paymentech will not be liable
for any delays in receipt of funds or errors in Settlement Account entries caused by third parties, including, but not limited
to, delays or errors by the Payment Brands or TP3’s bank.


 


4.3Conveyed
Transactions. To the extent that TP3 submits any Conveyed Transactions for processing
by Paymentech and TP3 or the Merchant does not have a valid agreement in effect with the applicable Payment Brand, TP3 hereby
authorizes Paymentech, at Paymentech’s option, to submit such Transactions to the applicable Payment Brand, and to share
with the applicable Payment Brand such information from the Application, or otherwise provided to Paymentech by TP3 or Merchant,
as may be required in order to approve acceptance of such Payment Instrument as method(s) of payment. Subject to such approval,
TP3 agrees to the applicable Payment Brand’s standard terms and conditions with respect to such method(s) of payment. Upon
the transmission of such Conveyed Transactions to Paymentech, the Conveyed Transaction will be forwarded to the appropriate Payment
Brand. Payment of the proceeds due for such Conveyed Transaction will be governed by the agreement with that Payment Brand, and
Paymentech bears no responsibility for performance of such agreement. Even if a valid authorization for a Conveyed Transaction
is obtained, Paymentech is not liable for errors in Settlement Account entries relating to the funding of those Conveyed Transactions,
including delays caused by TP3, Merchant, third parties, the Payment Brands, or TP3‘s or Merchant’s bank. 


 


4.4Transfer
of Settlement Funds. For all Settled Transactions, Paymentech will process the Transaction
Records to facilitate the funds transfer between the various Payment Brands, TP3, and Merchant. Promptly after receiving credit
for such Transaction Record, Paymentech will provide provisional credit to the Settlement Account for the proceeds. The proceeds
payable shall be equal to the amounts received by Paymentech in connection with the Transaction Record less the sum of the following:
(i) all fees, imposed by Paymentech or any third parties passed through to TP3, charges, and discounts set forth in Schedule
A; (ii) all Chargebacks; (iii) all equipment charges (if any); (iv) all Customer refunds, returns, and adjustments; and (v)
all Reserve Account amounts; (vi) any funds Paymentech may pay directly to a Merchant if direct funding is required by the Payment
Brand Rules; and (vii) any fees, charges, fines, assessments, penalties, or other liabilities that may be imposed on Paymentech
or the Member from time to time by the Payment Brands and all related costs and expenses incurred by Paymentech pursuant to this
Agreement. Paymentech also reserves the right to withhold or offset from the proceeds owed to TP3 or any Merchant by Paymentech
any or all amounts owed by TP3 or a Merchant to Paymentech or its affiliates under any other agreement between you and Paymentech.
TP3 agrees that amounts set forth above, and any other amounts are due and payable by TP3 at the time the related services are
rendered and may be imposed on a daily basis if Paymentech so determines; that all Reserve Account amounts due from TP3 hereunder
are payable upon establishment; and that the related Chargebacks, Customer refunds and adjustments, fees, charges, fines, assessments,
penalties, and all other liabilities are due and payable when Paymentech receives notice thereof from the Payment Brands or any
third party, or otherwise pursuant to this Section 4.4. In the event Paymentech does not deduct such amounts from the proceeds
payable, TP3 agrees to pay all such amounts immediately without any deduction or offsets. Alternatively, at Paymentech’s
sole option, Paymentech may debit the Settlement Account or the Reserve Account for such amounts at any time. Without limiting
the foregoing or Paymentech’s rights under Section 7.2 or Section 10, if a Payment Brand notifies Paymentech or the Member
that it or they intend to impose any fine, fee, or penalty as a result of excessive Chargebacks or TP3’s acts or omissions
(including, without limitation, failure to fully comply with any Payment Brand Rules), Paymentech may suspend the processing of
the Transactions upon at least 10 days prior notice.


 






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4.5Negative
Balances. To the extent the proceeds from Settled Transactions do not represent sufficient
credits or the Settlement Account does not have a sufficient balance to pay amounts due under this Agreement (in connection with
either TP3’s or Merchant’s Transactions), in addition to any other rights and remedies Paymentech may have under this
Agreement (including termination), Paymentech may pursue one or more of the following options: (i) demand and receive immediate
payment for such amounts from TP3; (ii) debit the Settlement Account or Reserve Account for the amount of the negative balance;
(iii) withhold or offset any or all settlement payments until all amounts are paid; (iv) delay presentation of refunds ; and (v)
pursue any other remedies available at law or in equity. Furthermore, if the amount represented by Transaction Records in any
day is negative due to refunds or credits being submitted in excess of the proceeds from the Transactions, TP3 shall provide sufficient
funds prior to the submission of the Transaction Records to prevent the occurrence of a negative balance.


 


4.6Reserve
Account. If: (i) there is a material, adverse change in TP3’s or a Merchant’s
financial condition; (ii) TP3 or Merchant is in material default of this Agreement; (iii) TP3 or Merchant changes its billing
practice in relation to the provision or shipment of merchandise or fulfillment of service or changes refund procedures currently
in place, and fails to notify Paymentech in advance; (iv) TP3 or Merchant is receiving excessive Chargebacks (as defined in Section
7.2 below); (v) TP3 or Merchant significantly alters the nature of its business or product lines; or (vi) Paymentech has reasonable
grounds to believe that it may be or become liable to third parties for the provisional credit extended to TP3 or Merchant or
that TP3 or Merchant may be liable to Customers, Payment Instrument issuing banks, or the Payment Brands, or (vii) Paymentech
has reasonable grounds to believe that it may be subject to any additional liabilities, including, without limitation, any fines,
fees, or penalties assessed by any of the Payment Brands, arising out of or relating to Transactions, the Program, Chargebacks,
a Merchant or TP3’s failure to comply with this Agreement, any of the Payment Brand Rules, or the Security Standards (as
defined in Section 17), Paymentech may suspend or delay payments during investigation of the issue and/or designate an amount
of funds Paymentech must maintain in order to protect it against the risk of, among other things, existing, potential, or anticipated
Chargebacks and to satisfy the other obligations under this Agreement (such funds being hereinafter referred to as the “Reserve
Account”), which may be funded in the same manner as provided for negative balances in Section 4.5. The Reserve Account
will contain sufficient funds to cover any unbilled processing costs plus our estimated exposure based on reasonable criteria
for Chargebacks, returns, unshipped merchandise and/or unfulfilled services, and all additional liabilities anticipated under
this Agreement, including, but not limited to, Chargebacks, fines, fees, and penalties as set forth in Section 4.4. Paymentech
may (but is not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable
against, the satisfaction of any amounts which are or may become due from TP3 or a Merchant pursuant to this Agreement. The Reserve
Account will be held and controlled by Paymentech and TP3 will have no legal right or interest in the funds in the Reserve Account;
provided, however, that upon satisfaction of all of obligations under this Agreement, Paymentech will pay to TP3 any funds then
remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained
in a separate account, but will be tracked and accounted for separately by Paymentech. Effective upon establishment of a Reserve
Account, TP3 irrevocably grants to Paymentech a security interest in any interest TP3 has now or may later acquire in any and
all funds, together with the proceeds thereof, that may at any time be in the Reserve Account and that would otherwise be payable
to TP3 pursuant to the terms of this Agreement. TP3 agrees and agrees to cause Merchant to execute and deliver to Paymentech such
instruments and documents (including, without limitation, security agreements and releases) that Paymentech may reasonably request
to perfect and confirm the security interest in the Reserve Account.


 


5.            Accounting.
Paymentech will supply a detailed statement reflecting the activity for TP3’s account(s) by online-access (or otherwise
if agreed to by both parties). Paymentech will not be responsible for any error that TP3 does not bring to Paymentech’s
attention within one hundred and eighty (180) days from the date of such statement. TP3, for itself and on behalf of Merchant,
acknowledges and agrees that it is TP3’s and the Merchants’ respective responsibility to ensure its secure online
access.


 






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6.            Retrieval
Requests.


 


6.1Records.
TP3 agrees to store and retain each Transaction Record in compliance with the Payment Brand Rules.


 


6.2Response
to Retrieval Requests. Paymentech will send TP3 any Retrieval Request that it cannot
satisfy with the information it has on file concerning any Settled Transaction. In response, TP3 must provide, in writing by certified
or overnight mail or by confirmed fax (or by other means as agreed to by Paymentech), the resolution of the investigation of such
Retrieval Request and include legible copies of any documentation required by the Retrieval Request within seven (7) days after
it is sent (or such shorter time as the Payment Brand Rules may require). TP3 acknowledges that failure to timely fulfill a Retrieval
Request and in accordance with Payment Brand Rules may result in an irreversible Chargeback.


 


7.            Chargebacks.


 


7.1Chargeback
Reasons. TP3 or Merchant may receive a Chargeback from a Customer or Payment Brand
for a number of reasons under the Payment Brand Rules. The following are some of the most common reasons for Chargebacks; in no
way is this intended to be an exhaustive list of possible Chargeback reasons:





  (1)Failure
to issue a refund to a Customer upon the return of or failure to provide the applicable goods or services.


  (2)A
required authorization/approval code was not obtained.


  (3)The
Transaction Record was prepared incorrectly or fraudulently.


  (4)TP3
did not respond to a Retrieval Request within 7 days or any shorter time period required by the Payment Brand Rules.


  (5)The
Customer disputes the Transaction or the authenticity of the signature on the Transaction Record or Payment Instrument, or claims
that the Transaction is subject to a set-off, defense, or counterclaim.


  (6)The
Customer refuses to make payment for a Transaction because in the Customer’s good faith opinion, a claim or complaint has
not been resolved, or has been resolved in an unsatisfactory manner.


  (7)The credit or debit card comprising the Payment
Instrument was not actually presented at the time of the Transaction or an electronic record or physical imprint of such Payment
Instrument was not obtained, and the Customer denies making the purchase. The TP3 acknowledges, for itself and on behalf of Merchant,
that, under these circumstances, the fact that an authorization/approval code was obtained does not mean that a particular Transaction
is a valid or undisputed transaction entered into by the actual Customer.


 


7.2Excessive
Chargebacks. If TP3 or Merchant are receiving an excessive amount of Chargebacks, as
determined by the Payment Brands from time to time, in addition to other remedies under this Agreement, Paymentech may take the
following actions: (i) review TP3’s or Merchant’s internal procedures relating to acceptance of Payment Instruments
and notify TP3 or Merchant of new procedures which should be adopted to avoid future Chargebacks; (ii) collect from TP3 (pursuant
to Section 4.6) an amount determined by us to be sufficient to cover anticipated Chargebacks and all related fees, penalties,
expenses, and fines; (iii) terminate this Agreement or the agreement between Paymentech and Merchant; or (iv) refuse to process
for Merchant’s Transactions . TP3 also agrees to pay any and all penalties, fees, fines and costs assessed against TP3,
A Merchant, Paymentech, and/or Member relating to TP3’s or a Merchant’s violation of this Agreement, a Commercial
Entity Agreement or the Payment Brand Rules with respect to the acceptance of Payment Instruments, Transactions, or Excessive
Chargebacks under this Section.


 


7.3Claims
of Customers. TP3 agrees that it will have full liability to Paymentech for all Chargebacks,
regardless of whether TP3 receives payment or reimbursement from the Merchants therefore, and TP3 acknowledges that the funds
provided to TP3 by Paymentech with respect to any Transaction represent only a provisional credit, and remain subject to potential
Chargebacks. To the extent Paymentech has paid or may be called upon to pay a Chargeback, refund, or adjustment for or on the
account of a Customer and TP3 does not immediately reimburse Paymentech as provided in this Agreement, then for the purpose of
obtaining reimbursement of such sums paid or anticipated to be paid, Paymentech shall have all of the rights and remedies of such
Customer under applicable federal, state, or local laws and TP3 (for itself and on behalf of the Merchants) authorizes Paymentech
to assert any and all such claims in Paymentech’s own name for and on behalf of any such Customer individually or all such
Customers as a class.


 






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8.            Display
Of Payment Brand Marks. TP3 is prohibited
from using the Payment Brand Marks, as defined below, other than as expressly authorized by the Payment Brands or the Payment
Brand Rules. TP3 shall also ensure that Merchant’s use of the Payment Brand Marks shall only be as authorized and in accordance
with all requirements of this Section and the Payment Brand Rules. Payment Brand Marks or Marks mean the brands, emblems, trademarks,
and logos that identify a Payment Brand. Additionally, and except as authorized by the Payment Brands, TP3 shall not use the Payment
Brand Marks other than to display decals, signage, advertising, and other forms depicting the Payment Brand Marks that are provided
to TP3 (i) by the Payment Brands; (ii) by Paymentech pursuant to this Agreement; or (iii) as otherwise approved in writing by
Paymentech. TP3 may use the Payment Brand Marks only to promote the services covered by the Payment Brand Marks by using them
on decals, indoor and outdoor signs, advertising materials, and marketing materials; provided, that all such uses must be consistent
with Payment Brand Rules. TP3 has no ownership rights in the Payment Brand Marks and shall not assign to any third party the rights
to use the Payment Brand Marks. The right to use the Payment Brand Marks pursuant to this Agreement terminates simultaneously
with the termination of this Agreement.


 


9.            Fees.


 


9.1Schedule
A. TP3 agrees to pay Paymentech for the services as set forth in Schedule A
in accordance with this Agreement, regardless of whether TP3 receives payment or reimbursement from the Merchants therefor. Unless
otherwise expressly stated in Schedule A, pricing is based on all Transactions qualifying under the Payment Brand Rules
for the lowest Payment Brand interchange rates. For Transactions that do not qualify for the best rate, the Payment Brands may
dictate that the Transaction is subject to a “downgrade”, which will result in TP3 being charged a higher rate than
the qualified rate shown on Schedule A. Fees payable under this Agreement that contain a fraction of a cent will be rounded
up to the next full cent.


 


9.2Price
Changes. 


(a)           Paymentech
may modify the pricing on Schedule A upon thirty (30) days’ prior written notice to TP3. If TP3 does not agree with
the new pricing, TP3 may terminate this Agreement upon 120 days’ notice to Paymentech.


(b)           In addition, Paymentech may
change its fees, charges, and discounts resulting from (i) changes in Payment Brand fees (such as interchange, assessments, and
other charges); (ii) changes in pricing by any third party provider of a product or service used by TP3 or a Merchant; or (iii)
fees which are added by a Payment Brand or card issuer. Such new prices will be applicable as of the effective date established
by the Payment Brand or third party provider. For clarity, any price changes made pursuant to this Section 9.2(b) shall not give
rise to a termination right by TP3.


 


10.Termination.



 


10.1
Term. This Agreement takes effect upon the earlier of (a) Paymentech’s signature hereto; or (b) the date Paymentech
processes TP3’s first Transaction submitted pursuant to this Agreement and continues for five (5) years from such date.
Unless otherwise terminated by either party as provided in this Agreement, this Agreement will automatically renew for successive
one-year terms. Either party may give notice of non-renewal of this Agreement in writing no more than ninety (90) days and no
less than thirty (30) days prior to any expiration date.


 


10.2
Events of Default. If any of the following events shall occur (each an “Event of Default”):


    (a)
any transfer or assignment in violation of Section 14.4 of this Agreement by either party;


    (b)
irregular Transactions submitted by TP3 (either for itself or on behalf of Merchant) that materially increase the anticipated
risk and which have not been previously disclosed and approved by Paymentech, excessive Chargebacks related to TP3 or Merchant;


    (c)
any representation or warranty in this Agreement is breached in any material respect or was or is incorrect in any material respect
when made or deemed to be made;


    (d)
TP3 fails in any material respect to perform any of its obligations with respect to the funding or establishing of a Reserve Account,
as detailed in Section 4.6;


    (e)
material breach of Section 1.1 by either party;


    (f)
Either party fails in any material respect in performance or observance of any term, covenant, condition, or agreement contained
in this Agreement, including the attached Schedule B, without limitation, compliance with Payment Brand Rules and Security Standards;


 






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    (g)
a case or other proceeding shall be commenced by or against TP3 or Paymentech or Member in any court of competent jurisdiction
seeking relief under the Bankruptcy Code or under any other laws, domestic or foreign, relating to bankruptcy, insolvency, reorganization,
winding up, or adjustment of debts, the appointment of a trustee, receiver, custodian, liquidator, or the like of TP3 or Paymentech
or Member, or of all or any substantial part of the assets, domestic or foreign, of TP3 or Paymentech or Member, and such case
or proceeding shall continue undismissed or unstayed for a period of sixty (60) consecutive days, or an order granting the relief
requested in such case or proceeding against TP3 or Paymentech or Member (including, without limitation, an order for relief under
the Bankruptcy Code) shall be entered;


    (h)
Paymentech, in its reasonable discretion, deems TP3 to be financially insecure, such that TP3 is unable to meets its obligations
under this Agreement;


    (i)
any Payment Brand (i) notifies Paymentech or Member that it is no longer willing to accept Transactions from TP3 or support TP3’s
registration with the Payment Brands as a third party service provider; or (ii) requires Paymentech or Member to terminate or
limit this Agreement;


    (j)
TP3 or any person owning or controlling TP3’s business is listed in one or more databases of terminated or high risk merchants
maintained by the Payment Brands;


    (k)
TP3 engages in conduct that creates or could tend to create harm or loss to the goodwill of any Payment Brand, Paymentech, or
Member;


    (l)
for a period of more than sixty (60) consecutive days, TP3 does not transmit Transaction Data to Paymentech;


    (m)
TP3 fails to comply with Section 15.15


    (n)
Paymentech’s Transaction processing services under this Agreement fail to conform to generally accepted standards for such
services in the Transaction processing industry;


    (o)
TP3 engages in conduct that causes or could cause Paymentech or Member to be in violation of the Payment Brand Rules; or


    (p) TP3
fails in any material respect to perform any of the obligations outlined in Schedule E.


 


then,
the non-defaulting party may terminate this Agreement by providing the defaulting party with written notice of termination. Following
receipt of such notice, and solely for termination based on subsections (c), (f) and (n) , the defaulting party shall have thirty
(30) days to cure the Event of Default, and the Agreement shall terminate in the event such cure is not effected by the end of
such period. No cure period shall be provided when termination is based any other Event of Default.


 


If
this Agreement is terminated by Paymentech for TP3’s default hereunder, TP3 acknowledges that Paymentech may be required
to report TP3’s business name and the names and other identification of its principals to the Payment Brands.


 


10.3
Other Events. In addition to the remedies above and any rights Paymentech may have under this Agreement, and without limiting
such other rights and remedies, Paymentech may upon 5 days prior notice to TP3 suspend the processing of some or all of TP3’s
Transactions upon: (a) an occurrence of an Event of Default by TP3; (b) an occurrence of an event of default by Merchant, as defined
in the applicable Commercial Entity Agreement; (c) receipt by Paymentech of notice that a Payment Brand intends to impose any
fine or penalty as a result of excessive Chargebacks or TP3’s or a Merchant’s acts or omissions; or (d) receipt by
Paymentech of objections or concerns expressed by a Payment Brand which render Paymentech’s continued processing of TP3’s
Transactions unduly burdensome, impractical, or risky.


 


10.4
Termination of Merchants. Paymentech may require TP3 to immediately terminate a Merchant for fraudulent activity, a material
violation of the Payment Brand Rules or applicable law relating to the Program or Transactions submitted to Paymentech for processing,
actions which create or could tend to create harm or loss to the goodwill of any Payment Brand, Paymentech, or Member; or any
other conduct by Merchant which creates reputational risk to Paymentech or Member.


 


10.5
Account Activity After Termination; Termination Reserve. The provisions governing processing and settlement of Transactions,
all related adjustments, fees, and other amounts due from TP3, and the resolution of any related Chargebacks, disputes, or other
issues involving Transactions, will continue to apply even after termination of this Agreement, with respect to all Transactions
made prior to such termination or after such termination, as described below. After termination of this Agreement for any reason
whatsoever, TP3 shall continue to bear total responsibility for all Chargebacks, fees, fines, assessments, credits, and adjustments
resulting from Transactions processed pursuant to this Agreement and all other amounts then due or which thereafter may become
due to Paymentech or Member under this Agreement or which may be due to Paymentech before or after such termination to either
Paymentech or Member. If TP3 submits Transaction Data to Paymentech after the date of termination, Paymentech may, at its sole
discretion and without waiving any of its rights or remedies under this Agreement, process such Transaction Data in accordance
with and subject to all of the terms of this Agreement.


 






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Upon
notice of termination of this Agreement, Paymentech may estimate the aggregate dollar amount of anticipated Chargebacks, Refunds,
and anticipated risks that Paymentech reasonably anticipates subsequent to termination, and TP3 agrees to immediately deposit
such amount in its Settlement Account, or Paymentech may withhold such amount from settlement funds in order to establish a Reserve
Account pursuant to and governed by the terms and conditions of this Agreement.


 


11.          Indemnification.
The indemnities provided under this Section 11 shall survive the termination of this Agreement.


 


11.1Paymentech.
Paymentech agrees to indemnify TP3 and its affiliates, officers, directors, employees,
and agents from any losses, liabilities, and damages of any and every kind (including, without limitation, costs, expenses, and
reasonable attorneys’ fees) arising out of any third party or Customer complaint, claim, demand or cause of action, or Chargeback
related to (i) any failure by Paymentech to properly safeguard the Customer’s account information, (ii) Paymentech’s
failure to deliver funds in accordance with Section 4.4 herein (which relates to settlement payments due from us for Transaction
Records), or (iii) any voluntary or involuntary bankruptcy or insolvency proceeding by or against Paymentech, or (iv) Paymentech’s
noncompliance with this Agreement or the Payment Brand Rules. This indemnification does not apply to any claim or complaint relating
to TP3’s or Merchant’s failure to resolve a payment dispute concerning merchandise or services sold by Merchant or
TP3’s or Merchant’s negligence or willful misconduct.


 


11.2TP3.
TP3 agrees to indemnify Paymentech, Member, and their respective affiliates, officers, directors, employees, agents, and sponsoring
banks from any claims, actions, arbitrations, judgments, losses, liabilities, and damages of any and every kind (including, without
limitation, costs, expenses, and reasonable attorneys’ fees) caused by, resulting from, arising out of, or in any way relating
to (i) any claim, complaint, dispute, return, refund, or Chargeback with respect to any Transaction or Transaction Record submitted
by TP3, (ii) TP3’s or Merchant’s noncompliance with this Agreement (specifically including any provision of Schedules
B), a Commercial Entity Agreement, or the Payment Brand Rules, a breach of a representation or warranty made by TP3, and failure
to comply with the Security Standards or any fines, fees, or penalties assessed against Paymentech by any of the Payment Brands
arising out of or relating to TP3’s or Merchant’s Transactions or Chargebacks , (iii) any intentional or negligent
misrepresentation by TP3 as to the type of business conducted by a Merchant, (iv) any voluntary or involuntary bankruptcy or insolvency
proceeding by or against TP3 or Merchant, (iv) TP3’s or any Merchant’s failure to comply with applicable laws and
regulations, including, without limitation, the receipt requirements of the Electronic Funds Transfer Act, or any action or omission
by TP3 or Merchant which causes Paymentech, any Payment Brand, or any Payment Instrument-issuing bank to be in violation of any
such applicable laws and regulations. This indemnification does not apply to any claim or complaint
to the extent caused by Paymentech or Member’s negligence or willful misconduct.


 


12.          Transaction
Record And Payment Instrument Information.
Financial information and other information about TP3 and the Merchants, Transaction Records, and other information that TP3 provides
to Paymentech may be shared by Paymentech with its affiliates subject to the provisions of this Agreement and Payment Brand Rules.
Paymentech will not otherwise disclose or use such information for any purpose whatsoever other than (i) as necessary to process
the Transactions or otherwise provide services and maintain TP3’s account pursuant to this Agreement; (ii) to detect, prevent,
reduce, or otherwise address fraud, security, or technical issues; (iii) to enhance or improve Paymentech’s products and
services generally; or (iv) as otherwise required or permitted by the Payment Brands or applicable law. Paymentech may prepare,
use, and/or share with third parties, aggregated, non-personally identifiable information derived from Transaction Records of
all of Paymentech’s customers or specific segments of Paymentech’s customers. 


 


TP3
acknowledges and understands, for itself and on behalf of Merchant, the importance of compliance with the Security Standards,
such as those relating to the storage and disclosure of Transaction Record and Payment Instrument Information. Therefore, TP3
will, and will ensure that Merchants, exercise care to prevent disclosure or use of Payment Instrument Information, other than
(i) to TP3’s agents and contractors for the purpose of assisting TP3 in completing a Transaction, (ii) to the applicable
Payment Brand, or (iii) as specifically required by law. Furthermore, TP3 acknowledges and understands that its use of any fraud
mitigation or security enhancement solution (e.g., encryption product or service), whether provided to TP3 by Paymentech or by
a third party, in no way limits TP3’s obligation to comply with the Security Standards or TP3’s liabilities set forth
in this Agreement.


 






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TP3
is allowed by the Payment Brand Rules to store only certain Payment Instrument Information (currently limited to the Customer’s
name, Payment Instrument account number, and expiration date) and is prohibited from storing additional Payment Instrument Information,
including, without limitation, any security code data such as CVV2, CVC2, and PIN data, and any magnetic stripe track data. TP3
will store all media containing Payment Instrument Information in an unreadable format wherever it is stored and in an area limited
to selected personnel on a “need to know” basis only and, prior to either party discarding any material containing
Payment Instrument Information, the party will destroy it in a manner rendering the account numbers unreadable. If at any time
TP3 determines that Payment Instrument Information has been compromised, TP3 will notify Paymentech immediately and assist in
providing notification to such parties as may be required by law or Payment Brand Rules, or as Paymentech otherwise reasonably
deems necessary.


 


TP3
agrees to comply with all Security Standards, as defined in Section 17. TP3 further agrees to provide upon Paymentech’s
request with such tests, scans, and assessments of TP3’s compliance with Security Standards as required by the Payment Brands.


 


TP3
must notify Paymentech of its and any Merchant’s use of a Service Provider and, to the extent required by each Payment Brand,
all Service Providers must be (i) compliant with all Security Standards applicable to Service Providers, and (ii) registered with
and/or recognized by such Payment Brand(s) as being so compliant. TP3 agrees to exercise due diligence to ensure that all of its
and Merchant’s Service Providers, agents, business partners, contractors, or subcontractors with access to Payment Instrument
Information, maintain compliance with the Security Standards. To the extent required by each Payment Brand, all Payment Applications,
or software involved in processing, storing, receiving or transmitting of Payment Instrument Information used by TP3 or a Merchant,
shall be (i) compliant with all Security Standards applicable to such Payment Applications or software, and (ii) registered with
and/or recognized by such Payment Brand(s) as being so compliant.


 


TP3
understands that failure of it or a Merchant to comply with the Payment Brand Rules, including the Security Standards, or the
compromise of any Payment Instrument Information, may result in assessments, fines, and/or penalties by the Payment Brands, and
TP3 agrees to indemnify and reimburse Paymentech immediately for any such assessment, fine, or penalty imposed on us or the Member
and any related loss, cost, or expense incurred by Paymentech or the Member. If any Payment Brand requires a forensic examination
of TP3 or a Merchant or any of their respective Service Providers, agents, business partners, contractors, or subcontractors due
to a data security compromise event or suspected event, including without limitation, Chargeback, fraud, or data security compromise
events or such other events that the Payment Brands include in the Payment Brand Rules (“Data Security Compromise Event”),
TP3 shall cooperate (and shall cause Merchants and all applicable Service Providers to cooperate) with such forensic examination
until it is completed (including, without limitation, the engagement of an examiner acceptable to the relevant Payment Brand).
Notwithstanding the foregoing, the Payment Brands may directly engage, or demand that Paymentech engage, an examiner on behalf
of TP3 or a Merchant in order to expedite the investigation of the Data Security Compromise Event. In either scenario, TP3 agrees
to pay for all costs and expenses related to such forensic examination (including any attorneys’ fees and other costs relating
to such forensic examination).


 


By
executing this Agreement, TP3 represents that, in the event of its failure, including bankruptcy, insolvency, or other suspension
of business operations, TP3 will not sell, transfer, or disclose any materials that contain Transaction Record or Payment Instrument
Information to third parties. TP3 must return such information to Paymentech or provide Paymentech with acceptable proof of its
destruction.


 


13.          Information
About TP3’s Business.


 


13.1Additional
Financial Information. Upon five (5) days’ written notice, TP3 agrees to furnish
to Paymentech (i) its most recently prepared financial statements and credit information and (ii) if applicable, its three (3)
most recent filings with the SEC.


 






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13.2Audit
Rights. With prior notice and during normal business hours, Paymentech’s duly
authorized representatives may visit TP3’s business premises and may examine TP3’s books and records that pertain
to Transaction Records or compliance with this Agreement.


 


13.3Other
Information. TP3 agrees to provide us at least thirty (30) days’ prior written
notice of its or a Merchant’s intent to change product lines or services, its trade name, or the manner in which it accepts
Payment Instruments. If Paymentech determines such a change is material to our relationship with TP3, Paymentech may refuse to
process any Transaction Records made subsequent to the change following 5 days prior notice to TP3. TP3 agrees to provide Paymentech
with prompt written notice if TP3 or a Merchant is the subject of any voluntary or involuntary bankruptcy or insolvency petition
or proceeding.


 


14.          Disclaimer;
Limitation of Damages.
Subject to Section 5, Paymentech will, at its own expense, correct any Transaction Data to the extent that such errors have been
caused by Paymentech or by malfunctions of Paymentech’s processing systems. Under no circumstances will Paymentech’s
financial responsibility for its failure of performance under this Agreement exceed the total fees paid to Paymentech under this
Agreement (net of Payment Brand fees, third party fees, interchange, assessments, penalties, and fines) for the twelve (12) months
prior to the time the liability arose; provided, however, that the foregoing limitation shall not apply to Paymentech’s
indemnification obligations under Section 11.1. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, AND EXCEPT WITH RESPECT
TO TP3’S OR A MERCHANT’S FAILURE TO COMPLY WITH THE SECURITY STANDARDS AND EXCEPT WITH REPSECT TO ALL OF THE INDEMNIFICATION
OBLIGATIONS OF EACH PARTY UNDER SECTION 11, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES,
BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION AND EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES, OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION
WITH THIS AGREEMENT. ANY FINES, FEES, PENALTIES, OR ASSESSMENTS IMPOSED BY THE PAYMENT BRANDS RELATED TO TP3’S OR MERCHANT’S
ACCEPTANCE OF PAYMENT INSTRUMENTS SHALL NOT BE DEEMED TO BE CONSEQUENTIAL DAMAGES. ALL PARTIES ACKNOWLEDGE THAT THIS IS
AN AGREEMENT FOR COMMERCIAL SERVICES. THE UNIFORM COMMERCIAL CODE DOES NOT APPLY AND PAYMENTECH AND MEMBER HEREBY DISCLAIM ANY
AND ALL WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, REGARDING
QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS
OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL
TO SUCH SERVICES. 


 


15.          Miscellaneous.


 


15.1
Taxes. Unless TP3 is otherwise exempt, and, if applicable, provide a valid exemption certificate, TP3 agrees to pay any taxes
imposed on the services, equipment, intellectual property, supplies, and other goods purchased or tangible property provided under
this Agreement, and TP3 authorizes Paymentech to increase the amount we collect from TP3 to reflect any and all assessments or
other taxes imposed on Paymentech as a result of the services provided to TP3 under this Agreement, if any.


 


15.2
Application and Credit Check. TP3 represents and warrants that statements made on the Application for this Agreement are true
as of the date of execution of this Agreement. TP3 agrees to promptly update any changes thereto during the term of this Agreement.
TP3’s signature on this Agreement authorizes Paymentech to perform any credit check deemed necessary with respect to TP3
and its directors, officers, affiliates, principals, and guarantors (if applicable).


 


15.3
Section Headings. The section headings of this Agreement are for convenience only and do not define, limit, or describe the
scope or intent of this Agreement.


 






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15.4
Assignment. TP3 may not assign or transfer this Agreement, by operation of law, merger, or otherwise, without Paymentech’s
prior written consent. In the event of such transfer or assignment, the party to whom the Agreement was transferred or assigned
shall be bound to the terms and conditions of this Agreement to the same extent as if Paymentech, Member and such assignee or
transferee, as the case may be, entered into an agreement identical to this Agreement on the effective date of such transfer or
assignment. Upon notice to Merchant, another Payment Brand member may be substituted for Member under whose sponsorship this Agreement
is performed and for whom Paymentech is acting as agent hereunder. Subject to Payment Brand Rules, Paymentech may assign or transfer
this Agreement and its rights and obligations hereunder and may delegate its duties hereunder, in whole or in part, to any third
party, whether in connection with a change in sponsorship, as set forth in the preceding sentence, or otherwise, without notice
to or consent of Merchant. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possession,
sheriff or any other officer of a court, or other person charged with taking custody of a party’s assets or business, shall have
any right to continue or to assume or to assign this Agreement.


 


15.5
Parties; Public Statements. This Agreement binds TP3 and its respective heirs, representatives, and permitted and approved
successors (including those by merger and acquisition) or assigns. This Agreement binds us and our respective heirs, representatives,
successors, and assigns. TP3 represents and warrants that its execution of and performance under this Agreement (i) in no way
breaches, contravenes, violates, or in any manner conflicts with any of its other legal obligations, including, without limitation,
its corporate charter or similar document or any agreement between TP3 and any third party or any affiliated entity; (ii) has
been duly authorized by all necessary action and does not require any consent or other action by or in respect of any third party;
and (iii) that the person signing this Agreement on TP3 ‘s behalf is duly authorized to do so. In providing services to
TP3, we will not be acting in the capacity of agent, partner, or joint venturer; we are acting solely as an independent contractor.
TP3 will not, without Paymentech’s prior written consent in each instance, issue any media release, or make any other public
announcement or public disclosure relating to this Agreement and/or the Program, except as may be approved in writing by the Paymentech
and/or agreed by Paymentech pursuant to a separate written agreement between the parties. Notwithstanding the foregoing sentence
or anything else set forth in the Agreement, TP3 may disclose this Agreement or the Program or any of the terms thereof pursuant
to the requirements of any securities law or regulation, including the Securities Exchange Act of 1934, as amended (the “Act’),
and the regulations promulgated thereunder. In any such event, TP3 shall use its best efforts to provide an opportunity to Paymentech
to review and comment upon such disclosure. If TP3 is required to file a copy of this Agreement with the Securities and Exchange
Commission under the Act or any regulation promulgated thereunder, TP3 shall seek confidential treatment by the Securities and
Exchange Commission of information in the Agreement that is determined by TP3 to be confidential (in accordance with the rules
promulgated under the Act).


 


15.6
Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or
regulation, including any Payment Brand Rule, such determination will not affect the validity or enforceability of any other provision
of this Agreement.


 


15.7
Waivers. No term or condition of this Agreement may be waived except pursuant to a written waiver executed by the party against
whom such waiver is sought to be enforced.


 


15.8
Entire Agreement. The Payment Brand Rules, Application, and all schedules and attachments to this Agreement are made a part
of this Agreement for all purposes. This Agreement represents the entire understanding between TP3 and Paymentech with respect
to the matters contained herein and supersedes any prior agreements between the parties. This Agreement shall prevail over the
terms of any agreement governing the Settlement Account or any agreement between TP3 and Merchant. The parties acknowledge and
agree (i) that this Agreement applies only to Transaction Records generated within the United States; and (ii) that this is a
contract for commercial services.


 


15.9
Notices. Except as otherwise provided in this Agreement, all notices must be given in writing and either hand delivered, faxed,
mailed first class, postage prepaid, sent via electronic mail transmission, or sent via overnight courier (and will be deemed
to be given when so delivered or mailed) to the addresses set forth below or to such other address as either party may from time
to time specify to the other party in writing.


 


15.10
Governing Law; Waiver of Jury Trial. This Agreement will be governed by and construed in accordance with the laws of the State
of Texas without reference to conflict of law provisions. Any action, proceeding, litigation, or mediation relating to or arising
from this Agreement must be brought by Paymentech against TP3 in the county and state of TP3’s principal office as indicated
below, and by TP3 against Paymentech exclusively in Dallas County, Dallas, Texas. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY,
AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO CONTEST JURISDICTION OR VENUE. THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHTS EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
ON, ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT.


 






    	Page 14 of 35



    	 



    

 


15.11Force
Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications
failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of
our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that
nothing in this Section 15.11 will affect or excuse your liabilities and obligations for Chargebacks, refunds, or unfulfilled
products and services.


 


15.12
Amendment and Consents. Any provision of this Agreement may be amended, but only if the amendment is in writing and signed
by all parties. In order to be effective, any consent required under this Agreement must be in writing and signed by the party
granting the consent.Notwithstanding the foregoing, in the event the terms of this Agreement must be amended pursuant to a change
required by law, the Payment Brand Rules or any third party regulatory or governmental entity with jurisdiction over the matters
described herein, such amendment will be effective upon thirty (30) days prior notice to TP3. TP3’s electronic signature
or continued submission of Transactions following such notice will be deemed to be TP3’s acceptance of such amendment.


 


15.13
Counterparts and Electronic Signature. This Agreement may be executed in several counterparts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument. A signature received via facsimile or electronically
via email shall be as legally binding for all purposes as an original signature.


 


15.14
Survival. The provisions of Sections 1.7, 4.2, 4.4, 4.5, 4.6, 6.1, 7, 10.4, 10.5, 11, 12, 14, 15, and 16 shall survive the
termination of this Agreement.


 


15.15
Federal Income Tax Reporting. Pursuant to 26 USC 6050W Paymentech is a “payment settlement entity”, obligated
to collect and report certain taxpayer information to the United States Internal Revenue Service.  Therefore, in conjunction
with the execution of this Agreement, TP3 shall provide Paymentech with the appropriate taxpayer certification documentation,
via Internal Revenue Service (IRS) Form W-9 (or the appropriate versions of Form W-8, if applicable).  TP3 shall promptly
notify Paymentech if there are any changes in this information.  Paymentech may deduct withholding taxes, if any, from proceeds
payable to TP3 where required under applicable law.  Paymentech may, in accordance with applicable law and from time to time
during the term of this Agreement, request TP3 to recertify its taxpayer certification hereunder.  Furthermore TP3 shall
be responsible for any penalties related to the reporting obligations of Paymentech hereunder to the extent such penalties accrue
based on the actions or inactions of TP3 provided that there has been reasonable notice from Paymentech. 


 


To
the extent Paymentech does not directly fund Merchants for the settlement proceeds of Transactions processed hereunder, the parties
agree that Paymentech shall have no tax reporting obligations whatsoever for any Merchants which submit transactions through TP3
under this Agreement. Therefore, TP3 agrees to comply with any information reporting requirements under any Federal or State
laws related to the payment by TP3 to Merchant of settlement proceeds from Transaction processed pursuant to this Agreement, including,
without limitation, Internal Revenue Code (IRC) Section 6050W and similar laws enacted by any state or other taxing jurisdiction. 
TP3 agrees that TP3 has sole responsibility for gathering, storing and reporting all required Merchant and Transaction data to
comply with such laws and TP3 agrees to fully indemnify and hold Paymentech and Member harmless against any applicable taxes,
fines and penalties related to such compliance and reporting. 


 


To
the extent Paymentech does directly fund Merchants for the settlement proceeds of Transactions processed hereunder, TP3 shall
assist Paymentech with the collection of appropriate taxpayer certification documentation from all applicable Merchants (via IRS
Form W-9 or W-8). Unless otherwise provided herein or agreed to by the parties, Paymentech has sole responsibility for complying
with all tax reporting obligations related to the payment by Paymentech to Merchant of settlement proceeds from Transaction processed
pursuant to this Agreement, including, without limitation, Internal Revenue Code (IRC) Section 6050W and similar laws enacted
by any state or other taxing jurisdiction.  


 


15.16
No Third Party Beneficiaries. This Agreement confers no rights on any person not a signatory hereof, including, without limitation,
any Merchant.


 






    	Page 15 of 35



    	 



    

 


16. Definitions.


“Application”
is a statement of TP3’s financial condition, a description of the characteristics of TP3’s business or organization,
and related information TP3 has previously or concurrently submitted to Paymentech, including credit and financial information,
to induce Paymentech to enter into this Agreement and that has induced Paymentech to process Transactions under the terms and
conditions of this Agreement.


“Chargeback”
is a reversal of a Transaction previously presented to Paymentech pursuant to Payment Brand Rules.


“Conveyed
Transaction” is any Transaction conveyed to a Payment Brand for settlement by such Payment Brand directly to TP3
or Merchant.


“Customer”
is the person or entity to whom a Payment Instrument is issued or who is otherwise authorized to use a Payment Instrument.


“Effective
Date” means the date this Agreement takes effect pursuant to Section 10.1.


“JPMC”
means J.P. Morgan Chase & Co. and its affiliates.


“Member”
is JPMorgan Chase Bank, N.A. or other entity providing sponsorship to Paymentech as required by all applicable Payment
Brands. Member is a principal party to this Agreement and your acceptance of Payment Brand products is extended by the Member.


“Payment
Brand” is any payment method provider whose payment method is accepted by Paymentech for processing, including,
but not limited to, Visa, U.S.A., Inc., MasterCard International, Inc., Discover Financial Services, LLC and other credit and
debit card providers, debit network providers, electronic check and ACH payments, gift card and other stored value and loyalty
program providers. Payment Brand also includes the Payment Card Industry Security Standards Council and the Electronic Payments
Association (NACHA).


“Payment
Brand Rules” are the bylaws, rules, and regulations, as they exist from time to time, of the Payment Brands, including,
without limitation, any operating principles (including without limitation the TP3 Risk Management Standards and Operating Procedures
identified in Schedule C of this Agreement), as may be revised from time to time by the Payment Brands in their sole discretion.


“Payment
Application” is a third party application that is involved in the authorization or settlement of Transaction Record.


“Payment
Instrument” is an account, or evidence of an account, authorized and established between a Customer and a Payment
Brand, or representatives or members of a Payment Brand that TP3 or Merchant accepts from Customers as payment for a good or service.
Payment Instruments include, but are not limited to, credit and debit cards, electronic check and ACH payments, stored value cards,
loyalty cards, electronic gift cards, authorized account or access numbers, paper certificates and credit accounts.


“Payment
Instrument Information” is information related to a Customer or the Customer’s Payment Instrument, that is
obtained by TP3 or Merchant from the Customer’s Payment Instrument, or from the Customer in connection with his or her use
of a Payment Instrument (for example a security code, a PIN number, or the customer’s zip code when provided as part of
an address verification system). Without limiting the foregoing, such information may include the Payment Instrument account number
and expiration date, the Customer’s name or date of birth, PIN data, security code data (such as CVV2 and CVC2) and any
date read, scanned, imprinted, or otherwise obtained from the Payment Instrument, whether printed thereon, or magnetically, electronically
or otherwise stored thereon. For the avoidance of doubt, the data elements that constitute Payment Instrument Information shall
be treated according to their corresponding meanings as “cardholder data” and “sensitive authentication data”
as such terms are used in the then current PCI DSS.


“Paymentech”,
“we”, “our”, and “us” is Paymentech, LLC, a Delaware
limited liability company, having its principal office at 14221 Dallas Parkway, Dallas, Texas 75254.


“Retrieval
Request” is a request for information by a Customer or Payment Brand relating to a claim or complaint concerning
a Transaction.


“Security
Standards” are all rules, regulations, standards or guidelines adopted or required by the Payment Brands or the
Payment Card Industry Security Standards Council relating to privacy, data security and the safeguarding, disclosure and handling
of Payment Instrument Information, including but not limited to the Payment Card Industry Data Security Standards (“PCI
DSS”), visa’s Cardholder Information Security Program (“CISP”), Discover’s Information Security
& Compliance Program, American Express’s Data Security Operating Policy, MasterCard’s Site Data Protection Program
(“SDP”), Visa’s Payment Application Best Practices (“PABP”), the payment Card Industry’s Payment
Application Data Security Standard (“PA DSS”), MasterCard’s POS Terminal Security program and the Payment Card
Industry PIN Entry Device Standard, in each case as they may be amended from time to time.


“Service
Provider” is any party that processes, stores, receives, transmits, or has access to Payment Instrument Information
TP3’s behalf or any Merchant’s behalf, including, but not limited to, TP3’s or Merchants’ agents, business
partners, contractors, and subcontractors.


 






    	Page 16 of 35



    	 



    

 


“Settled
Transaction” is a Transaction conducted between a Customer and TP3 (on behalf of Merchant) utilizing a Payment Instrument
in which consideration is exchanged between the Customer and Merchant for the purchase of a good or service or the return of refund
of such purchase and the dollar amount of such Transaction is settled by the Payment Brand through Paymentech to TP3 or the Merchant’s
settlement account.


“Transaction”
is a transaction conducted between a Customer and a Merchant utilizing a Payment Instrument in which consideration is
exchanged between the Customer and Merchant, and which is submitted to Paymentech by TP3.


“Transaction
Record” is the written or electronic record of a Transaction, including but not limited to an authorization code
or settlement record submitted to Paymentech for processing.


 


IN
WITNESS WHEREOF, the undersigned parties have duly executed this Agreement. 





	 	 	 	 	 
	Agreed and Accepted by:	 	Agreed and Accepted by:
	 	 	 
	USATECHNOLOGIES, INC.	 	PAYMENTECH, LLC for itself and on behalf of JPMORGAN CHASE BANK, N.A.
	TP3 Legal Name	 
	 	 	 
	/s/Stephen P. Herbert	 	/s/***
	By (authorized signature)	 	By
	 	 	 
	Stephen P. Herbert, Chairman/CEO	 	***	 	 
	Print Name and Title	 	Print Name and Title
	 	 	 
	4/22/15	 	April 24, 2015
	Date	 	Date
	 	 	 
	100 Deerfield Lane, Suite 140	 	***	 	 
	Address	 	Address
	 	 	 
	Malvern, PA 19355	 	***
	City, State Zip	 	City, State Zip










 





	To
Be Completed By Paymentech, LLC 

Your Agreement Contract Number is: ___248258 - 540133____________________________ 

Your
Processing Identification Number Will Be Provided At Time of Processing Set Up



 






    	Page 17 of 35



    	 



    

 




Schedule
A




Pricing
Schedule


***


 






    	Page 18 of 35



    	 



    

 


SCHEDULE
B


TP3
Risk and Compliance Obligations


 


TP3
agrees it will provide, comply and cooperate with Paymentech as follows:


 


1.          TP3
Platform - TP3 agrees to provide the required information to support and certify to the TP3 Platform. The TP3 Platform
requirements, include, but are not limited to, inclusion in transaction data of needed specifications for unique Merchant ID,
as well as other data fields, such as Merchant name, tax id, MCC, status, and owner records (the Required Specifications are attached
hereto as Exhibit B-1). Once certified to the TP3 Platform, in the event there are issues identified by Paymentech or by TP3 with
data feeds or other errors, TP3 will remediate the issue within thirty (30) business days.


 


2.          Sanctions
Screening - Paymentech will perform sanctions screening of all prospective Merchants. If the screening indicates
that the prospective or existing Merchant or its owner(s) are on a sanctions list, TP3 will research and provide additional demographic
information, as may be requested by Paymentech, and will provide the results of such research to Paymentech within three (3) Business
Days. TP3 shall ensure that a prospective Merchant listed on a sanctions list shall not be permitted to be a Merchant. In addition,
if an existing Merchant is found on a sanctions list, Paymentech will notify TP3 and TP3 must terminate such Merchant within three
(3) Business Days.


 


3.          MATCH/TMF


3.1        Screening.
As required by the Payment Brands, TP3 will perform MATCH/TMF screening on all of its Merchants. Each prospective Merchant
and its owner(s) must be cleared against Visa’s TMF and MasterCard’s MATCH files before TP3 enters into an agreement
with or processes any transactions for a Merchant. If the initial query indicates that the prospective Merchant or its owner(s)
are on the MATCH or TMF lists, TP3 will research and determine if Merchant is a true match and will provide the results of such
query and research to Paymentech within three (3) Business Days. TP3 shall ensure that a prospective Merchant listed on the TMF
or MATCH File is not permitted to be a Merchant.


3.2        Termination.
If a decision is made to terminate a Merchant and MATCH or TMF Criteria is met (MATCH/TMF Criteria is determined by the respective
Payment Brand and will be provided to TP3 by Paymentech upon request), TP3 will report such decision to terminate to Paymentech
and will provide to Paymentech, within three (3) Business Days of the date in which the decision to terminate was made, information
sufficient to permit Paymentech to add Merchant to MATCH/TMF within the time frame required by MasterCard and Visa.


 


4.          CIP
/ KYC Requirements -TP3 is required to implement and maintain appropriate CIP/KYC procedures with respect to all of
its Merchants. Paymentech will review, evaluate and examine the TP3’s policies and procedures for customer identification
to determine if they are adequate, meet all legal/regulatory obligations of the TP3, and can result in a reasonable conclusion
that the TP3 knows its customers.  If the TP3’s policies are determined to be less than adequate, or do not meet their
legal/regulatory obligations, TP3 agrees to remediate and correct any noted deficiencies in its policies and procedures within
thirty (30) Business Days or within such other mutually acceptable time frame as may be agreed between the parties if it is not
commercially reasonable for TP3 to correct such deficiencies within thirty (30) Business Days. TP3 agrees to provide Paymentech
with the resulting data it obtains through its CIP/KYC process in a format and manner that is acceptable to Paymentech. TP3 also
agrees to maintain the resulting CIP/KYC data/documentation in its records for at least seven (7) years. Any change in TP3’s
CIP/KYC policies and procedures must be submitted to us, in writing, not less than thirty (30) days prior to the effective date
of such change.


 


5.          Prohibited
Merchant Types - The Prohibited Businesses and Business Activities, Prohibited Merchants, and Prohibited Transactions,
which are identified in the attached Exhibit B-2, shall not be supported in the Program, and TP3 shall implement and maintain
appropriate procedures to prevent the processing of transactions on behalf of such merchants and transaction types. TP3 shall
notify Paymentech promptly in the event that it has reason to believe that any Merchant or any Merchant’s activities or
Transactions fall within any of the Prohibited Businesses and Business Activities, Prohibited Merchants, and Prohibited Transactions
set forth in Exhibit B-2.


 


6.          TP3
Transaction Monitoring - TP3 is required to perform transaction monitoring on all of its Merchants’ transactions
and to provide Paymentech with the resulting data in a manner and format that is acceptable to Paymentech.
TP3 agrees to provide its policies and procedures to Paymentech, for review. Paymentech will to determine the adequacy
of the TP3’s due diligence and transaction monitoring policies, procedures, and processes and will advise TP3 on any
changes or improvements that may be required. TP3 agrees to remediate and correct any noted deficiencies in its policies and procedures
within thirty (30) Business Days or within such other mutually acceptable time frame as may be agreed between the parties if it
is not commercially reasonable for TP3 to correct such deficiencies within thirty (30) Business Days. In addition, in the event
that unusual activity is detected by TP3’s transaction monitoring policies and procedures, TP3 will escalate and notify
Paymentech in accordance to the Risk Escalation Quick Reference Guide (attached hereto as Exhibit B-3) and will investigate and
provide Paymentech with a completed Risk Escalation Form (attached hereto as Exhibit B-4) showing the results of its investigation
to Paymentech within three (3) Business Days.


 






    	Page 19 of 35



    	 



    

 


7.          Escalations
and Investigations – In the event that Paymentech detects unusual activity, potentially prohibited activity
or Paymentech becomes aware of circumstances that indicate a potential legal or regulatory issue with respect to TP3 or a Merchant,
TP3 agrees to work with Paymentech in good faith and agrees to provide any information which may be requested by Paymentech in
order to permit Paymentech to perform its own investigation and resolution of potential legal and/or regulatory violations or
other questionable behavior pertaining to TP3 or TP3’s Merchants.


 


8.          Onsite
Compliance Validations - TP3 will permit Paymentech to come onsite at the inception of this Agreement and on an on-going
basis, as requested by Paymentech, thereafter, to review TP3’s compliance with the requirements and obligations contained
in this Agreement. These requirements include access to the requested information contained in this Schedule B, as well as the
information and documentation required to complete the attached Third Party Payment Processor Due Diligence Certification
(attached as Exhibit B-5), which TP3 will be required to execute, following such initial and yearly onsite, attesting to the compliance
requirements contained therein.


 


		8.1	During
                                         the onsite visit, a TP3 Questionnaire will be completed and will include the following
                                         questions about the TP3. TP3 agrees to provide information and documentation to Paymentech
                                         sufficient, as determined by Paymentech, to allow Paymentech to make the following determinations
                                         and evaluations:



 


		a.	Paymentech
                                         will determine the geographies of the TP3’s physical presence and significant business
                                         operations, customers, vendors, suppliers, transaction activities, and income/revenues 






		b.	Paymentech
                                         will obtain and evaluate the TP3’s annual report/financial statement for any AML/sanctions
                                         risks






		c.	Paymentech
                                         will determine whether the TP3 has obtained all necessary state licenses, registrations,
                                         and approvals






		d.	Paymentech
                                         will determine whether the TP3 has procedures in place to meet requirements of regulations
                                         implementing the Unlawful Internet Gambling Enforcement Act of 2006 






		e.	Paymentech
                                         will determine if the TP3 is also an MSB; if so, the information outlined in Section
                                         8.2 below, is also required






		f.	Paymentech
                                         will determine if the TP3 intends to use its JPMC products and services on behalf of
                                         its customers;






		g.	Paymentech
                                         will gather information regarding the TP3’s AML record, particularly related to
                                         any recent regulatory actions, tax avoidance issues and/or fines/penalties issued by
                                         a government agency. 






		h.	Paymentech
                                         will determine whether the TP3 re-sells its services to a third party (e.g., an agent
                                         or provider of Independent Sales Organization (ISO) opportunities or gateway arrangements)
                                         or provides processing on behalf of other intermediaries through its accounts or services
                                         at JPMC.






		i.	Paymentech
                                         will require to gather information about the TP3’s customers, including the average
                                         number and  types






		j.	Paymentech
                                         will determine whether the TP3 will be depositing Remotely Created Checks (RCCs) generated
                                         on behalf of customers into its JPMC account






		k.	Paymentech
                                         will assess TP3’s customer complaints (if applicable) Paymentech will identify
                                         if the TP3 uses more than one bank to process its customers’ payments and whether
                                         the TP3 has a history of moving from one bank to another within a short period of time






		l.	Paymentech
                                         will review and discuss independent audit results






		m.	Paymentech
                                         will obtain a list of the TP3’s customers, including name, address, to screen names
                                         for sanctions



 






    	Page 20 of 35



    	 



    

 


		n.	Paymentech
                                         will validate directly or indirectly that the TP3’s customers are legitimate businesses.
                                         Direct validation is performed by obtaining the TP3s new customers’ information
                                         in accordance with JPMC requirements and performing CIP and name screening






		o.	Paymentech
                                         will determine if any of the TP3’s customers are prohibited according to JPMC’s
                                         Global KYC Standards or risk tolerance






		p.	Paymentech
                                         will review and evaluate information related to the TP3’s return history at JPMC,
                                         including rates of return for ACH debit transactions and check deposits per month






		q.	Paymentech
                                         will obtain information on the TP3’s customers’ sales channels (e.g., Internet
                                         or store locations).






		r.	Paymentech
                                         will determine the swiping versus keying volume for credit card transactions and charge-back
                                         activity if JPMC processes the card activity.






		s.	For
                                         TP3s who offer services via mobile/smart phone/tablet POS, the following must also be
                                         obtained and evaluated:






		s.1	Paymentech
                                         will review of the TP3's device security and encryption capabilities






		s.2	Paymentech
                                         will review of the TP3’s ability to validate location, IP address and/or Political
                                         Time Zone device functionality to identify transaction origination



 


		8.2	In
                                         the event the TP3 is also an Money Service Business (“MSB”), or becomes an
                                         MSB at a later date, then TP3 (also referred to as “MSB” in this Section
                                         8.2) also agrees to provide information and documentation to Paymentech sufficient, as
                                         determined by Paymentech, to allow Paymentech to make the following determinations and
                                         evaluations:



 


		A.	Paymentech
                                         will review and assess the MSB’s operations, its size, dollar volumes, types of
                                         services, type/nature of customers, and internal control procedures



 


		B.	Paymentech
                                         will evidence that the MSB is registered in the jurisdiction and in compliance with any
                                         licensing requirements



 


		C.	Paymentech
                                         will review the MSB’s agent oversight procedures and AML training materials used
                                         with employees and agents



 


		D.	Paymentech
                                         will obtain and document whether the MSB is acting as a principal or as an agent for
                                         another principal MSB.  If acting as principal, obtaining a list of agents and their
                                         locations when the agents are receiving services directly or indirectly through the principal’s
                                         JPMC account.  If acting as agent, obtaining the principal’s name and screening
                                         it against the OFAC and other countries’ sanctions lists (as applicable), the JPMC
                                         Internal Name Screening Lists, and negative media



 


		E.	Paymentech
                                         will obtain and documenting sufficient information to form a reasonable understanding
                                         of the MSB’s agent types



 


		F.	Paymentech
                                         will determine and evaluate the MSB’s ownership



 


		G.	Paymentech
                                         will document information known or reasonably available publicly regarding the MSB customer’s
                                         reputation and AML record, particularly related to any recent fines or penalties issued
                                         by a government agency.



 


		H.	Paymentech
                                         will validate the name and address of the person residing in the US and authorized to
                                         be agent to accept service of legal process; applicable if the MSB is located outside
                                         the US but is doing business wholly or substantially within the US



 


		I.	Paymentech
                                         will determine and understand the nature and duration of JPMC’s relationship with
                                         the MSB and any of its subsidiaries and affiliates



 


		J.	Paymentech
                                         will determine the nature of MSB’s business, anticipated activity, types of products
                                         and services offered and the locations and markets served by the MSB.



 


		K.	Paymentech
                                         will review the MSB’s AML compliance program by obtaining a completed AML questionnaire
                                         form and considering the extent to which the program is reasonably designed to detect
                                         and prevent money laundering



 






    	Page 21 of 35



    	 



    

 


		L.	If
                                         a foreign MSB (defined as an MSB that is located outside of the United States), then
                                         Paymentech will evaluate the AML environment and supervisory regime of the jurisdiction
                                         that issued the charter or license, and to the extent that information regarding such
                                         jurisdiction is reasonably available, of the jurisdiction in which any company which
                                         is an owner is incorporated or chartered.



 






    	Page 22 of 35



    	 



    

 


Exhibit
B-1


 


***


 






    	Page 23 of 35



    	 



    

 


Prohibited
Business Types


 


Exhibit
B-2


 


Prohibited
Merchants


 


The
following merchant types are considered Prohibited in part due to image concerns, Association prohibition, unlawful activity and
extreme high risk which increases potential liability above and beyond that which is expected in the normal course of business.
These types of products and services may also have a history of creating a high level of fraud and chargeback activity. Applications
from these merchant types will not be considered and should not be solicited.


 


Prohibited
Merchants include but are not limited to:





		o	***



 






    	Page 24 of 35



    	 



    

 




Exhibit B-3


RISK ESCALATION QUICK REFERENCE
GUIDE


	SUSPICIOUS ACTIVITY/TRANSACTIONS 
	
        Fraudulent merchant applications, sales, credits, or other transactions;

        Excessive fraud related chargebacks;

        Identity theft;

        Merchant victimized from fraud scam and activity exceeds ***;

        Accounts linked to other known fraudulent activity or fraud related
        accounts;

        Merchant attempting to refund all transactions;

        Merchant is victim of unauthorized access into their terminal, and
        activity exceeds $25,000;

        Merchant is a victim of employee theft via refunds exceeding ***
        if employee is identified, *** if not identified;

        Merchant Collusion exceeding ***;

        Any money laundering activity regardless of termination; and

        Unauthorized fraud transactions are confirmed directly from Cardholders

         

        NOTE: This not an all inclusive list. Its purpose is to provide
        some thoughts and examples of activity that would warrant an escalation. Each case stands on its own and may have a unique set
        of circumstances that may not be listed above.

	 


 


	ESCALATION EVENT TYPES
	Event Type	Dollar 

Threshold	Timeframe
	Internal/Insider fraud	No monetary amount	
        Immediately escalate TBD

         

	Money Laundering	No monetary amount	
        Immediately escalate TBD

         

	
        Suspect Known

         
	*** or more	CPS Requires: No later than 5 business days after event identification.  
	No Suspect	*** or more	CPS Requires: No later than 5 business days after event identification.  
	Supplemental 	No monetary amount	
        Immediately upon detection.

         

	Correction	No monetary amount	
        Immediately upon detection of error.

         



 


	NARRATIVE - IMPORTANT REMINDERS
	Do	Don’t
	
        Write the narrative in MS Word and use the Grammar/ Spell check
        feature

         

        Write the 5 essential elements:

        1.     Who is conducting
        the criminal or suspicious activity?

         

        2.     What type of
        suspicious activity occurred?

         

        3.     When were the
        significant dates in the case?

         

        4.     Where did the
        suspicious activity take place?

         

        5.     Why does the
        institution think the activity is suspicious?
	
        Insert tables, files, or documents in the narrative field

         

        Use non-factual information, personal opinions, and/or bank
        jargon, e.g., chargebacks; retrieval requests; and other industry specific terms

         

        Use capitalized letters throughout the entire narrative

         

        State, “additional information is available upon request”
        or “please contact me for further information.”

         

        Write in the first person

         

         






 






    	Page 25 of 35



    	 



    

  


Exhibit B-4


 


	TP3
    Risk Escalation Form
	User
    ID #: 	Discovery
    Date of Activity:
	Date
    Submitted to Paymentech: 	Submitted
    By: 
	User
    Information
	True/Owner
    Name: 
	Residence
    Address: 
	City:
    	State:
    	ZIP
    Code: 
	Email
    Address: 
	Residence
    Tel #:	Date
    of Birth: 	SSN:
	Cell
    Phone #: None	 	 
	Account
    Information
	Account/User
    Name: 
	Business
    Address:  
	City:
    	State:
    	ZIP
    Code: 
	Business
    Tel #: 	 	Activation
    Date: 
	First
    Transaction Date: 	Freeze
    Date: 	Deactivation
    Date: 
	Bank
    Name:
    	Routing
    #:	Account
    #: 
	Usage
    Information
	MCC
    Code: 
	Device
    Information
	Number
    of Devices:
	Device
    #1: 
	UDID:
    
	Transaction
    Information
	GPV:
    $ 
	Number
    Of Successful Transactions:	Number
    Of Unsuccessful Transactions: 
	Number
    Of Chargebacks: 	Total
    Dollar Value of Received Chargebacks: $ 
	Total
    Dollar Value of Frozen Collateral: $ 
	Additional
    Account Notations
	Why
        was action taken on the account?

        If
        a merchant questionnaire was submitted, what was supplied? 

        Relevant
        public information: 

        Relevant
        background information: 

        Notes
        from the overall payment activity: 

        Notes
        from chargebacks/refunds/tipping: 

        Relevant
        account connections: 

        Shared
        card activity (if applicable): 

        Summary
        of why the account is being escalated:

	 	 	 	 	 


 






    	Page 26 of 35



    	 



    

  




Exhibit
B-5


 


THIRD
PARTY PAYMENT PROCESSOR


CERTIFICATION



 


This
certification is a JPMorgan Chase Bank, N.A. (“JPMC”) requirement for all third party processors including clients
that process payments for their affiliates through their JPMC deposit accounts. This form is intended to facilitate JPMC’s
compliance with applicable Anti-Money Laundering (AML) laws and regulations. This form should be updated whenever the below named
Client makes changes in their Due Diligence Program that would affect the accuracy of the information provided in this certification.
As used in this form, the term “Customer” means the Client’s customer, affiliate or other third party whose
payments are being transmitted or otherwise processed through the Client’s account at JPMC.


 


	TO
    BE COMPLETED BY A SENIOR MANAGER OR COMPLIANCE OFFICER
	 

        Legal
        Name of Client: _______________________________________________________________

         

        TIN:
        __________________ 

         

        I
        am an authorized officer, member, manager, director or other authorized official of the above-named client (the “Client”).
        I hereby certify that the following information:

         

        1.   
        Does the Client have a duly authorized Compliance Officer?

        

         Yes
        ☐      No ☐

        

         If
        “Yes”, list the following:

        

         Name:
        ___________________________ Title: ____________________________

         

        1.   
        Does the Client maintain risk-policies, procedures, and a system of internal controls to assure ongoing Customer Due Diligence
        validating the legitimacy of the Customers’ businesses such as conducting background checks?

        

        Yes
        ☐      No ☐

         

        2.   
        Does the Client maintain a written Customer Identification Program (“CIP”) that includes the validation of
        the identity of Customers through a particular process or tool?

        

        Yes
        ☐      No ☐

        

        If
        “Yes”, please describe below:

        ____________________________________________________________________________________________________________

        ____________________________________________________________________________________________________________

        ____________________________________________________________________________________________________________

        ____________________________________________________________________________________________________________

         

        3.    
        Does the Client conduct AML training for employees involved in AML functions?

        

        Yes
        ☐      No ☐

         




 






    	Page 27 of 35



    	 



    




 


	

        4.   
        Does the Client independently test for compliance with the program and applicable laws?

        

        Yes
        ☐      No ☐

        

        If
        “Yes”, list the following:

        Date
of last independent test: ______________________

        

        Name
        of Entity who conducted the test: _________________________________

         

        5.  
        Does the Client perform transaction monitoring to assess and manage the risks associated with processing third party payments
        to identify potentially suspicious activity, including ACH debit returns (including unauthorized returns), and if applicable,
        charge-backs or other returns?

        

        Yes
        ☐      No ☐

         

        6.   
        Does the Client immediately report to JPMC any activity or transaction of a Customer that the Client suspects or becomes
        aware that such activity or transaction may be of an illegal or illegitimate nature?

        

        Yes
        ☐      No ☐

         

        7.   
        Does the Client conduct OFAC sanctions screening?

        

        Yes
        ☐      No ☐

         

        8.   
        Has the Client provided JPMC with a list of Customers’ names, addresses, taxpayer identification numbers, and principal
        business activities?

        

        Yes
        ☐      No ☐

         

        9.   
        Does the Client notify JPMC of new customers including the name, address, taxpayer identification number, principal business
        activity, and does the Client collect customer identification due diligence and screening on such customers prior to submission?

        

        Yes
        ☐      No ☐

         

        10. 
        Can the Client verify they do not have any prohibited customer types (as identified to the Client by JPMC) transacting
        through JPMC accounts?

        

        Yes
        ☐      No ☐

         

        11. 
        Can the Client verify they do not permit its Customers to resell services to any parties as related to transactions through
        JPMC accounts or services?

        

        Yes
        ☐      No ☐

         

        12. 
        Can the Client verify they do not have any relationships with money service businesses, financial institutions, payment
        processors or any other intermediaries that may be executing payments on behalf of third parties through Client’s
        accounts at JPMC?

        

        Yes
        ☐      No ☐

         

        13. 
        Can the Client verify they do not have any Customers that are involved in gaming where transactions are processed through
        JPMC accounts?

        

        Yes
        ☐      No ☐

        

        




 






    	Page 28 of 35



    	 



    

 





	

        14. 
        Has the Client provided JPMC with a Regulation GG Unlawful Internet Gambling Certification for any U.S. dollar accounts?

        

        Yes
        ☐      No ☐

         

	The
undersigned further certifies that he/she has read and understands this Certification, that the statements made in this Certification
are complete and correct in all material respects, and that he/she is authorized to execute this Certification on behalf of the
Client. 

	Authorized
    Certifying Signature:	Date:
    
	Printed
    Name:	Title:
	Address:	Phone
    Number:


 






    	Page 29 of 35



    	 



    

 


Schedule
C


(Commercial
Entities Agreement)


 


This
Commercial Entity User Agreement (“CEA”) is provided to all Program Participants that are Commercial Entities (as
defined by Visa and MasterCard) and open an account with USA Technologies, Inc. (“USA Technologies). Each such entity or
person receiving this CEA is referred to herein as “Merchant” and may be referred to herein as “you” and/or
“your”. This CEA constitutes your separate legally binding contract for credit and debit card processing for payment
transactions between (1 ) you, as a Commercial Entity; and (2) Paymentech, LLC on behalf of itself and JPMorgan Chase Bank, NA
(collectively, “Paymentech”). Paymentech shall be a third-party beneficiary of, and may enforce any provisions of,
or cease providing credit and debit card processing services under, the USA Technologies ePort Connect Services Agreement (“ePCSA”),
entered into by and between Merchant and USA Technologies, which sets forth requirements regarding credit and debit card payments,
all of which are incorporated in this CEA by reference. In this CEA “we”, “us” and “our” refer
to Paymentech.


 


By
signing the USA Technologies Payment Processing Services Agreement, the Merchant agrees to this CEA which is included in the ePCSA
as Exhibit A. Merchant agrees to the terms and conditions of this CEA and any documents incorporated by reference. Merchant
further agrees that this CEA forms a legally binding contract between Merchant and Paymentech. Any rights not expressly granted
herein are reserved by Paymentech.


 


1.     Purpose of this CEA. When your customers pay you, they may have the option of paying you through funding sources including
a credit card funded payment. Since you may be the recipient of a credit card funded payment, Visa U.S.A., Inc. and Visa International
(“Visa”) and MasterCard International Incorporated (“MasterCard”) (collectively the “Networks”)
require that you enter into a direct contractual relationship with a bank that is a Merchant of the Networks. By entering into
the CEA, you are fulfilling the Network rule of entering into a direct contractual relationship with a Merchant bank, and you
are agreeing to comply with Network rules as they pertain to payments you receive through USA Technologies.


 


2.     Network Rules. The Networks require that you comply with all bylaws, rules and regulations of the Networks, as may be applicable
to you and your payment transactions and as are in effect from time to time (“Network Rules”). You understand that
Paymentech may be required to modify this CEA in order to comply with the requirements imposed by the Network Rules. You may use
the logos of the Networks only in the manner authorized by the Networks and to indicate that Visa and MasterCard cards are accepted
as methods of payment.


 


3.     Merchant
represents, warrants, and covenants that, to the best of its knowledge, each Transaction:


		(a)	represents
                                         payment for or Refund of a bona fide sale or lease of the goods, services, or both, which
                                         Merchant has the legal right to sell and which is provided by Merchant in the ordinary
                                         course of its business;



		(b)	is
                                         not submitted on behalf of a third party;



		(c)	represents
                                         a current obligation of the customer solely for the amount of the Transaction;



		(d)	does
                                         not represent the collection of a dishonored check or the collection or refinancing of
                                         an existing debt;



		(e)	represents
                                         goods that have been provided or shipped, or services that have actually been rendered,
                                         to the customer;



		(f)	is
                                         free from any material alteration not authorized by the customer;



		(g)	or
                                         the amount thereof, is not subject to any dispute, setoff, or counterclaim;



		(h)	if
                                         such Transaction represents a credit to a customer’s payment card, is a refund
                                         for a Transaction previously submitted under the ePCSA; and





 






    	Page 30 of 35 



    	 	 	 



    




 


		(i)	complies
                                         with applicable laws and all applicable Network Rules.
	 	(j)	 



 


4.     Furthermore,
Merchant represents, warrants, and covenants that, to the best of its knowledge, Merchant has not


 


		(k)	disbursed
                                         or advanced any cash to the customer (except as authorized by the Card Brand Rules) for
                                         itself or to any of its representatives, agents, or employees in connection with the
                                         Transaction;



		(l)	accepted
                                         payment for effecting credits to a customer or a customer’s payment card;



		(m)	made
                                         any representation or agreement for the issuance of Refunds except as stated in Merchant’s
                                         Refund Policy;



		(n)	been
                                         provided with any information that would lead Merchant to believe that the enforceability
                                         or collectibility of the Transaction is in any manner impaired; and



		(o)	submitted
                                         any Transaction that Merchant knows or should have known to be either fraudulent, illegal,
                                         damaging to the Network(s), not authorized by the customer, or otherwise in violation
                                         of any provision of this CEA, applicable law, or Network Rules.



 


5.     Discrimination.
Merchant agrees that it shall not engage in any acceptance practice that discriminates against or discourages the use of Visa
or MasterCard in favor of any other card brand.


 


6.     Access
to Cardholder Data. Merchant may receive Cardholder Data in connection with services provided under this Agreement. Merchant
agrees that (i) it will not use the Cardholder Data for any purpose that it knows or should know to be fraudulent or in violation
of any Network Rules; (ii) it will not sell, purchase, provide or exchange in any manner or disclose Cardholder Data to anyone
other than its acquirer, Visa or MasterCard (as applicable) or in response to a government request; and (iii) it will be compliant
with the Payment Card Industry Data Security Standards (PCI DSS) and will cooperate in a forensic investigation if so required.


 


7.     Merchant
Identification. Merchant agrees to prominently and unequivocally inform the cardholder of the identity of the Merchant at
all points of interaction.


 


8.     Chargebacks.
Merchant shall use all reasonable methods to resolve disputes with the cardholder. Should a chargeback dispute occur, Merchant
shall promptly comply with all requests for information from USA Technologies or Paymentech. Merchant shall not attempt to recharge
a cardholder for an item that has been charged back to the cardholder, unless the cardholder has authorized such actions.


 


9.     Merchant’s
Refund Policy Must Be Clearly Communicated. If Merchant limits refund/exchange terms or other specific conditions for Card
sales, Merchant’s policy must be clearly provided to the cardholder prior to the sale and as part of the sale confirmation
process.


 


10.   Term
and Termination. This CEA is effective upon the date Merchant accepted the ePCSA and continues so long as Merchant uses the
service or until terminated by Merchant or Paymentech, provided that those terms which by their nature are intended to survive
termination (including without limitation, indemnification obligations and limitations of liability) shall survive. This CEA may
be terminated by Paymentech at any time based on a breach of any of Merchant’s obligations under this Agreement or the ePCSA,
or based on the termination of the payment processing relationship between USA Technologies and Paymentech. This CEA will terminate
automatically upon any termination or expiration of Merchant’s ePCSA.


 


11.   Indemnification.
Merchant agrees to indemnify and hold Paymentech harmless from and against all losses, liabilities, damages and expense: (a)
resulting from any breach of any warranty, covenant or agreement or any misrepresentation by Merchant under this Agreement; (b)
arising out of Merchant’s or its employees’ negligence or willful misconduct, in connection with Card transactions
or otherwise arising from Merchant’s provision of goods and services to customers; (c) arising out of Merchant’s use
of the payment processing services; or (d) arising out of any third party indemnifications Paymentech is obligated to make, or
liabilities or other obligations Paymentech may incur, as a result of Merchant’s actions (including indemnifications of
or liabilities to, any Network or Issuing Bank). Paymentech agrees to indemnify and hold Merchant harmless from and against all
losses, liabilities, damages and expenses: (a) resulting from any breach of any warranty, covenant, or agreement or any misrepresentation
under this Agreement; or (b) arising from our gross negligence or willful misconduct in connection with this Agreement.


 






    	Page 31 of 35 



    	 	 	 



    

 


12.   Assignment/Amendments.
This CEA may not be assigned by Merchant without the prior written consent of Paymentech. Paymentech may assign its rights
under this CEA without Merchant’s consent. This CEA may be amended by the parties only upon mutual written agreement. Notwithstanding
the above, Paymentech may amend this CEA to comply with Network and regulatory regulations upon written notice to Merchant.


 


13.   Warranty
Disclaimer. This CEA is a service agreement. We disclaim all representations or warranties, express or implied, made to Merchant
or any other person, including without limitation, any warranties regarding quality, suitability, merchantability, fitness for
a particular purpose or otherwise of any services or any goods provided incidental to the services provided under this CEA to
the extent permitted by law.


 


14.   Limitation of Liability.  Except as provided otherwise in this CEA, in no event shall Paymentech or Merchant, or their
respective affiliates, directors, officers, employees, agents or subcontractors, be liable for an indirect, consequential, incidental
or punitive damages arising out of or related to this CEA or the payment services, including without limitation any inability,
delay or errors in using the service.  In addition, notwithstanding anything in this CEA to the contrary, Paymentech’s
cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including, but
not limited to, those arising out of or related to this CEA) and regardless of the form of action or legal theory, and whether
or not arising in contract or tort, shall not exceed $25,000.


 


15.     Chase Paymentech may:


		(a)	share
                                         information related to Merchant’s Transactions and other information provided by
                                         Merchant with Chase Paymentech’s affiliates;



		(b)	use
                                         or disclose information related to Merchant’s Transactions:



		i.	as
                                         necessary to process Merchant’s Transactions or otherwise provide Services and
                                         maintain Merchant’s account pursuant to this Agreement;



		ii.	to
                                         detect prevent, reduce, or otherwise address fraud, security, or technical issues;



		iii.	to
                                         enhance or improve Chase Paymentech’s products and Services generally; or



		iv.	as
                                         required or permitted by the Card Brands or applicable law; and



		(c)	prepare,
                                         use, or share with third parties, aggregated, non-personally identifiable information
                                         derived from Transactions of all of Chase Paymentech’s customers or specific segments
                                         of Chase Paymentech’s customers.



 


16.   General
Provisions. This CEA will be binding upon and will inure to
the benefit of the parties’ respective representatives, successors, and assigns. This CEA may not be amended except by Paymentech
upon notice to you, and your continued use of USA Technologies’ services after such notice constitutes your acceptance of
such amendment. The failure of a party to this CEA to object to or to take affirmative action with respect to any conduct of the
other party that is in violation of the terms of this CEA will not be construed as a waiver thereof, or as waiver of any future
breach or subsequent wrongful conduct. If any term or condition of this CEA should be held invalid by a court, arbitrator, or
tribunal of competent jurisdiction in any respect, such invalidity will not affect the validity of any other term or condition
hereof. If any term or condition of this CEA should be held to be unreasonable as to time, scope, or otherwise by such a court,
arbitrator, or tribunal, it will be construed by limiting or reducing it to the minimum extent so as to be enforceable under then
applicable law. This CEA will be governed by and construed in accordance with the laws of the State of Texas, without regard to
its choice of law rules. This CEA and all referenced documents and rules constitute the entire understanding between you and Paymentech
and supersede any and all agreements or understanding, whether in writing or otherwise, relating specifically to the subject matter
hereof.


 






    	Page 32 of 35 



    	 	 	 



    

 


SCHEDULE
D


FBO
ACCOUNTS


 


An
FBO account may be set up as the funding account (Settlement Account) for Merchants, provided that the account meets the following
terms and conditions:


 


		•	An
                                         FBO account is the Merchant’s designated account for funding and the funds in the
                                         account belong to the Merchant.



		•	Funds
                                         pooled in an FBO account remain the property of each Merchant associated with that account
                                         and are not the property of TP3. 



		•	The
                                         Merchant retains the right at all times to designate the use and disposition of the funds
                                         in the pooled account and can request funds be transferred to another account they control,
                                         or they can immediately access the funds in the pooled account by their own direction.



		•	An
                                         agreement is present to delineate the TP3 as the agent of the Merchant for purposes of
                                         the FBO account.



		•	The
                                         account represents a custodial arrangement and funds in the pooled FBO account are accounted
                                         for by TP3 as “off balance sheet” and are not commingled or accounted for
                                         as TP3’s funds or subject to the benefit of any of TP3’s creditors.



		•	Escheatment
                                         process is in place and unclaimed fund are escheated to the state as required by state
                                         law and are not retained by TP3.



 



    	Page 33 of 35 



    	 	 	 



    

 


SCHEDULE
E


TP3
Remediation Plan


 


TP3 agrees
to demonstrate its compliance with the following terms or provide the following information to Paymentech on or before the deadlines
provided below:


 


		1)	TP3
                                         must have documented CIP Policies and Procedures which include the method used to perform
                                         CIP validation (validation of customers identity); documentation if identity if verified,
                                         as well as documentation and actions that must be taken when discrepancies are found;
                                         and an action plan for escalation and termination, when appropriate. 



Deadline
for Remediation: *** 


Incremental
Steps:  Documented updates should be complete by April 2015.  Once completed, Paymentech will review and determine
if compliance is met


 


		2)	TP3
                                         must perform OFAC screening and other applicable sanctions screening. TP3 must document
                                         how OFAC/sanctions screening s are being performed using their internal tools, as well
                                         as detailing how investigations and escalations will be done if and when a hit gets generated.



Deadline
for Remediation: ***


Incremental
Steps:  Paymentech will need credit application form as documentary evidence, as well as copies of updated policies and
procedures referencing internal OFAC checks and detailing how investigations / escalations will be performed.  USA Tech will
need to define a process on how screening will be done for existing portfolio which has yet to be performed. 


 


		3)	TP3
                                         will need to develop an internal transaction monitoring system capable of detecting unusual
                                         and/or egregious transaction behavior.



Deadline
for Remediation: ***


Incremental
Steps: An approach document detailing requirements, timelines, identifying a vendor, and  sizing of the project.


  


		4)	TP3
                                         processes transactions using a mobile device.  TP3 must put controls in place to
                                         determine Geo-location of the mobile device and must put controls in place to test the
                                         security and encryption of the mobile device being used.



Deadline
for Remediation: ***


Incremental
Steps: For mobile, one of two options must be decided: (1) Using Paymentech’s mobile device that has already been validated
for Geo-location and security controls or (2) Paymentech would not be able to support TP3’s mobile-specific transactions
and TP3 would need to agree not to submit them to Paymentech for processing.


 


		5)	TP3
                                         must designate an AML Compliance officer.



Deadline
for Remediation: ***


Incremental
Steps:  David DeMedio has been assigned


 


		6)	TP3
                                         must have AML Training for its employees.



Deadline
for Remediation: ***


Incremental
Steps:  Training to be developed and timeline created for employees  


 


		7)	TP3
                                         must put system in place to perform MATCH/TMF screening on all of its Merchants TP3 must
                                         also have a documented procedure designed and implemented which will appropriately handle
                                         investigations and escalations when a potential MATCH/TMF hit occurs.



Deadline
for Remediation: ***


Incremental
Steps: USA Tech to develop MATCH policies and procedures when inquiries have a potential MATCH, detailing Service Level Agreements
of 3 Business Days for investigations.  In the event a merchant investigation does result in a true MATCH, steps will need
to be outlined such as proper notification to Paymentech within 3 Business Days along with steps communicated to terminate
the Merchant or decline the prospective merchant.  In the event USA Tech decides to terminate a Merchant which  meets
MATCH criteria, USA Tech must notify Paymentech with (3) Business Days and provide the required information detailed by MATCH
requirements. 


 






    	Page 34 of 35 



    	 	 	 



    

 


		8)	TP3
                                         must provide a copy of their internal policies and procedures relating to the Unlawful
                                         Internet Gambling Enforcement Act of 2006.  TP3 must demonstrate that it is aware
                                         of this act and attest to how they prevent its applicability or comply with its mandates.



Deadline
for Remediation: ***


Incremental
Steps: Document provided by USA Tech, awaiting feedback from Compliance


 


		9)	TP3
                                         must provide verification or sufficiently demonstrate they are registered as a PSP with
                                         Visa and are registered as a PF for MasterCard. 



Deadline
for Remediation: ***


In
Process with ***


 






    	Page 35 of 35