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encouraging conduct that would constitute a criminaloffense, give rise to civil liability.7.2.4 When executed and delivered byMerchant, the Agreement with FORTE will constitute thelegal, valid, and binding obligation of Merchant,enforceable in accordance with its terms.7.2.5 If applicable, Merchant represents andwarrants that with respect to all Transactions originatedby FORTE on behalf of Merchant that (i) eachTransaction in all respects has been properly authorizedby Receiver; (ii) each Transaction is for an amount agreedto by the Receiver and; (iii) Merchant shall provide proofof authorization in compliance with applicable Rules forany Transaction to FORTE upon request within five (5)Business Banking Days.7.2.6 Merchant agrees to adhere to thewarranties within the applicable Rules for eachTransaction FORTE processes on Merchant’s behalf.agrees to submit payment of amounts owing to FORTEupon demand and through alternative means. Unlessotherwise agreed upon, FORTE may debit any alternativeaccount maintained by Merchant for the amounts due andowing without further notice to or approval fromMerchant.6. TAXES.Each party is solely responsible for payment of any taxes(including sales or use taxes, transfer taxes, excise taxes,intangible taxes, property taxes, and similar taxes andduties) owed as a result of the processing relationshipestablished hereunder and hold the other party harmlessfrom all claims and liability arising from its failure toreport or pay such taxes. . Additionally, Forte will relysolely on Merchant to provide its proper entity name andcorresponding federal tax identification number forsubmission to applicable taxing authorities. Merchantunderstands and agrees that it is liable for allramifications from improper reporting unless such isbased solely on Forte’s actions or inactions.8. CONFIDENTIALITY.8.1 Merchant’s Confidentiality. Merchantacknowledges that the products, services and informationrelating to FORTE’s products and services (includingwithout limitation these Terms and Conditions) containconfidential and proprietary information developed by,acquired by, or licensed to FORTE (the “FORTEConfidential Information”). Merchant will take (and willcause its affiliates to take) all reasonable precautionsnecessary to safeguard the confidentiality of theConfidential Information. Neither Merchant nor any of itsaffiliates will make any unauthorized use of theConfidential Information or disclose, in whole or in part,the Confidential Information to any individual or entity,except to those of Merchant’s employees or affiliates whorequire access for Merchant’s authorized use of theproducts or services and agree to comply with the use andnondisclosure restrictions applicable to the ConfidentialInformation. Merchant acknowledges that anyunauthorized use or disclosure by it or any of its affiliatesof the Confidential Information may cause irreparabledamage to FORTE. As such, if FORTE becomes aware ofMerchant’s breach or threatened breach of this Section12, FORTE may suspend any and all rights granted toMerchant under the Agreement and shall be entitled toinjunctive relief, without the need of posting a bond, inaddition to all legal or equitable relief that may beavailable to FORTE.8.2 FORTE’s Confidentiality. In performing its dutiesunder this Agreement, FORTE will comply with all Lawsrelating to privacy and security of non-public consumerfinancial information.8.3 Exceptions. This Section 8 will not apply toConfidential Information that (i) was already available tothe public at the time of disclosure, (ii) becomes generallyknown to the public after disclosure to the other party,7. REPRESENTATIONS AND WARRANTIES.7.1 FORTE’s Representations and Warranties.FORTE represents and warrants to Merchant that:7.1.1 FORTE’s agreement to perform theServices hereunder does not violate any agreement orobligation between FORTE and any third party.7.1.2 FORTE shall comply with all state andfederal regulations regarding the proper treatment ofnonpublic consumer information and shall handleMerchant’s information and that of its customers with thelevel of care it does FORTE’s own ConfidentialInformation.7.1.3 To the best of FORTE’s knowledge, noneof its products or services violates any Laws.7.2 Merchant’s Representations and Warranties.Merchant represents and warrants to FORTE that:7.2.1 Merchant’s agreement to license FORTE’sproducts and services and to engage FORTE to performthe Services hereunder does not violate any agreement orobligation between Merchant and any third party.7.2.2 To the best of Merchant’s knowledge,neither any information delivered by Merchant to FORTEin support of the Agreement nor Merchant’s performanceof its obligations hereunder will infringe on anycopyright, patent, trade secret or other proprietary rightheld by any third party.7.2.3 None of the activities for which Merchanthas engaged the services of FORTE shall violate anyLaws. Neither Merchant nor any of its affiliates will usethe FORTE products and/or services for any unlawful,fraudulent, libelous, defamatory, threatening, abusive orotherwise objectionable usage of any kind, includingwithout limitation any transmissions constituting or314.08.02

which Transactions may be originated or through whichFORTE may receive or transmit information, and no suchentity shall be deemed an agent of FORTE.10.2 Limitation on Acquirer Liability. Merchantacknowledges that Acquirer is not liable for any action orfailure to act by Merchant or FORTE, and that Acquirershall have no liability whatsoever in connection with anyproducts or services provided to Merchant by FORTE.10.3 Damages.10.3.1 Neither party shall be liable to the other orany third party for any special, consequential, incidentalor punitive damages of any kind or nature incurred inrelation to the Agreement whether or not (i) any claim forthese damages is based on tort or contract; or (ii) the otherparty knew or should have known the likelihood of suchdamages occurring under the circumstances. Neither partyshall assert any such claim against the other party or itssubsidiaries or affiliated companies or their respectiveofficers, directors, or employees.10.3.2 FORTE’s maximum liability hereunderfor any claims whatsoever shall in no event exceed three(3) months’ processing fees.10.3.3 No claim may be brought by Merchant orany of its affiliates more than one (1) year after theaccrual of the claim. The limitations of liability containedin this section shall apply without regard to whether otherprovisions of the Terms and Conditions have beenbreached or have proven ineffective.through no fault of the other party, (iii) is disclosed underforce of law, governmental regulation or court order, (iv)is required to be disclosed by Acquirer or applicablePayment Association.9. INDEMNIFICATION.9.1 Merchant shall indemnify and hold harmless FORTE,its directors, officers, employees, affiliates, and agentsfrom and against any third-party claim, action or liabilityincluding losses, damages, costs, expenses and reasonableattorneys’ fees (“Claims”) that may arise against FORTEas a result of Merchant’s use of the Services. Thisindemnity includes but is not limited to Merchant’s use ofan Agent or any other third party sender or system; or anydispute between Merchant and its customer(s) orReceiver(s) not directly caused by FORTE’s grossnegligence or intentional misconduct.9.2 Merchant shall indemnify FORTE for any losses,liabilities, costs or expenses FORTE or any third partysuffers or incurs as a result of an incorrect account orother identification. All disputes between Merchant andits customer(s) and/or Receiver(s) relating to anyTransaction will be settled by and between Merchant andits customer(s) and/or Receiver(s). All disputes betweenMerchant and a third party related to the processing of atransaction, unless directly caused by FORTE, will besettled by and between Merchant and the party processingthe transaction. Merchant agrees that FORTE bears noresponsibility or involvement in any such dispute.9.3 Each party bears all responsibility for its ownemployees' actions while in that party’s employ. Eachparty shall indemnify and hold harmless the other partyand its officers, directors, employees, and agents, fromand against any Claims that may arise against theindemnified party as a direct result of (i) the indemnifyingparty’s failure to comply with applicable Laws or Rules;or (ii) the indemnifying party’s gross negligence or willfulmisconduct. The indemnifying party shall have the rightto exercise reasonable control over any litigation withinthe scope of this indemnity; provided that the indemnifiedparty shall have the right to participate in any suchlitigation insofar as its concerns Claims against it directly,including the right to select and retain counsel of its ownchoosing to represent its own interests and at its ownexpense.9.4 No party shall have an obligation to defend orindemnify the other party if the indemnifying party is notnotified promptly of the Claim and is materiallyprejudiced thereby.11. COMPLIANCE WITH RULES, REGULATIONSAND LAWS. In performing its duties under thisAgreement, each party agrees to comply with allapplicable Laws, including but not limited to anyapplicable data security requirements. FORTE bears noresponsibility for any lack of compliance with these Rulesand Laws by Merchant or its Agent and directs Merchantto seek the counsel of outside legal assistance shouldMerchant have questions or concerns regardingcompliance with such. Merchant agrees to cooperate andprovide information requested by FORTE to facilitateFORTE’s compliance with any applicable Law or Rule.Additionally, Merchant shall reimburse FORTE for anyfines or loss of funds imposed on FORTE for anyviolation of applicable Rules or Laws by Merchant.12. NOTICE OF ERRONEOUS ORUNAUTHORIZED TRANSFERS.Merchant shall regularly and promptly review allTransactions and other communications from FORTE andshall notify FORTE upon discovery of any and alldiscrepancies between Merchant’s records and thoseprovided by FORTE, Acquirer, Payment Network orMerchant’s bank, or with respect to any transfer thatMerchant believes was made without proper authorizationor in error. Merchant agrees to provide FORTE with10. LIMITS OF LIABILITY.10.1 Errors of Others. FORTE shall not be heldresponsible for errors, acts or failures to act of others,including, and among other entities, banks,communications carriers or clearing houses through414.08.02

this Agreement and all applicable security standards andlaws.written notice of any discrepancy or failure immediatelyupon discovery, not to exceed fine (5) business days.Failure to so provide notice shall be deemed an acceptanceby Merchant and a waiver of any and all rights to disputesuch failure or error. FORTE shall bear no liability andhave no obligations to correct any errors resulting fromMerchant’s failure to comply with the duties andobligations stated herein.16. DISCLAIMER OF WARRANTIES.Except as otherwise specifically provided herein,FORTE’s products and services are provided hereunder“As Is” without warranty of any kind. Except as otherwisespecifically provided herein, to the maximum extentpermitted by law, FORTE expressly disclaims any and allwarranties, conditions, representations, and guaranteeswith respect to the FORTE products and services, whetherexpress or implied, arising by law, custom, prior oral orwritten statements, or otherwise, including withoutlimitation, any warranty of merchantability, fitness for aparticular purpose or non-infringement. No representationor other affirmation of fact, including, without limitation,statements regarding capacity, suitability for use orperformance of the FORTE products or services, whethermade by employees of FORTE or otherwise, which is notcontained in these Terms and Conditions, shall be deemedto be a warranty by FORTE for any purpose, or give riseto any liability of FORTE whatsoever.13. FORTE SERVICE POLICY.Merchant acknowledges and understands that FORTEdoes not warrant that the Services will be uninterrupted orerror free and that FORTE may occasionally experiencedelays or outages due to disruptions that are not withinFORTE’s control. Any such interruption shall not beconsidered a breach of the Agreement by FORTE.FORTE shall use its best efforts to remedy any suchinterruption in service as quickly as possible.14. USAGE.14.1. Use Restricted to Lawful Purpose. Merchantagrees to use the Services solely for lawful purposes.Merchant agrees that it will not transmit any materialthrough FORTE’s systems in violation of any applicableLaw or Rule. FORTE reserves the right to use all meansnecessary to monitor Merchant’s actions in the event of areal or perceived security breach. FORTE reserves theright to terminate Services to Merchant should FORTEdeem Merchant’s use of the Services are for an unlawfulpurpose. In the event of such an occurrence, FORTEshall make reasonable efforts to notify Merchant prior totaking any such action, but is not required to do so.14.2 Proper Usage. Merchant agrees to comply with thereasonable and acceptable use policies and Rules of anynetworks accessed by Merchant through FORTE’sServices. FORTE reserves the right to deny access to, orclose any account Merchant has with FORTE which, inFORTE’s opinion, is causing or may cause, harm to ornegatively affect a FORTE server or third party networkaccessed through FORTE. In the event of such anoccurrence, FORTE shall make reasonable efforts tonotify Merchant prior to taking any such action, but is notrequired to do so.14.3 Use of Result Information. FORTE may track,review, compile, store and use any information receivedfrom a Payment Association regarding a Transaction.17. INVESTIGATIVE REPORT.Merchant is on notice that an investigative or ConsumerReport may be made in connection with the Agreement.Merchant authorizes FORTE or any Credit Bureau or anyCredit Reporting Agency employed by FORTE or any ofits agents to investigate the references given or any otherstatements or data obtained from Merchant, or any of itsprincipals, in connection with the Agreement or for thepurpose of obtaining services from FORTE. SubsequentConsumer Reports and inquiries may be required or usedin conjunction with an update, renewal or extension of theAgreement.18. VOLUME AND FINANCIAL RE-EVALUATION.FORTE reserves the right to re-evaluate Merchant’sfinancial position at its own discretion throughout thecourse of FORTE’s business relationship with Merchant.Such re-evaluation may result in modification of the feestructure, reserve amount or termination of the Agreementbetween Merchant and FORTE.19. TERM AND TERMINATION.19.1 Term. The Agreement shall have an initial term ofone (1) year from and after the Effective Date and shallautomatically renew for successive one (1) year periodsunless either party provides thirty (30) days’ writtennotice of termination to the other party prior to the end ofthe current term. Merchant’s account will be closed at theend of the then-current billing cycle.19.2 Early Termination Fee. Merchant agrees andacknowledges that should the Agreement be terminatedfor any reason prior to the expiration of the initial term of15. AUDIT REQUIREMENTS.FORTE shall maintain the right to randomly auditMerchant’s account to ensure proper usage and updatedinformation on the account. Merchant agrees to cooperatefully with FORTE in conducting such a review ofMerchant, its account and/or use of the Services to verifythat Merchant is using the services in compliance with514.08.02

The rights granted under the Agreement are and shall bepersonal to Merchant and shall not be assigned by any actof Merchant or by operation of law, without the priorconsent of FORTE, which shall not be unreasonablywithheld. Any attempt on the part of Merchant to sublicense or assign to third parties its rights or obligationshereunder without such consent shall constitute a materialbreach of its agreement with FORTE and grounds fortermination of the Agreement. FORTE may assign itsrights and obligations under the Agreement without theapproval of Merchant, but shall provide notice of suchassignment to Merchant.one (1) year, Merchant shall be assessed an earlytermination fee of 99.00, payable to FORTE along withany and all other financial obligations due FORTE inconnection with any transaction processed by FORTE onbehalf of Merchant (whether before or after suchtermination). An exception to this early termination feewill be made should Merchant terminate without causewithin the first 30 calendar days of the initial term.19.3 Immediate Termination. FORTE mayimmediately terminate the Agreement without prior noticeunder the following conditions: (i) in the event Merchantis or becomes bankrupt or is unable to pay its debts asthey become due; (ii) if FORTE reasonably determinesthat Merchant has violated any term, condition, covenant,or warranty of the Agreement or Terms and Conditions;(iii) FORTE determines that the type of business in whichMerchant is engaged is or becomes an industry orbusiness that FORTE is prohibited from providing itsservices to; (iv) if Merchant is using the Services for apurpose other than a permissible use; or (v) if FORTE isinstructed to terminate by Financial Institution, Acquireror Payment Association.19.4 Payment by Agent. If Merchant’s fees for theServices are paid by a third party, should the third partyfail to make payment in accordance with the terms of itsagreement with FORTE, FORTE may immediatelysuspend or terminate Merchant’s access to the Servicesuntil payment is received or seek payment from Merchantdirectly in order to continue providing services toMerchant.19.5 Post-termination Rights and Obligations. Uponthe effective date of termination of the Agreement,Merchant’s rights hereunder to use the Services shallcease, but Merchant’s obligations in connection with anytransaction processed by FORTE on behalf of Merchant(whether before or after such termination) shall survivetermination. Promptly upon termination of the Agreementfor any reason, Merchant shall return or destroy, asrequested by FORTE, all materials pertaining to theServices, including all copies thereof.22. NOTICE.Any notice required to be given by either party hereunder,excluding notice of changes in fees, shall be in writingand delivered personally to the other designated party, orsent by any commercially reasonable means of receipteddelivery, addressed, to that party at the address mostrecently provided in writing. Either party may change theaddress to which notice is to be sent by written notice tothe other under any provision of this paragraph.23. GENERAL PROVISIONS.26.1 Binding Agreement. The agreement between theparties hereto shall be binding on the parties only uponFORTE’s approval of Merchant’s signed or e-signedapplication.23.2 Jurisdiction/Venue. The Agreement shall begoverned by and construed in accordance with the internallaws of the state of Texas, and the parties consent to thejurisdiction and venue of the federal and state courtssitting in Collin County, Texas. No waiver by either partyof any default shall be deemed as a waiver of prior orsubsequent default of the same or other provisions of theAgreement.23.3 Force Majeure. Neither party shall be liable for, orbe considered

2.1 FORTE hereby grants to Merchant a nonexclusive - and nontransferable license to access and use the Services contracted for under this Agreement and Merchant hereby accepts such license and agrees to utilize and access the selected Services in accordance with the practices and procedures established by FORTE. 2.2 Merchant may use the .