ReThink Merchant Agreement

This Merchant Agreement (the “Agreement”) is entered into by and between ReThink Financial Inc., a Delaware corporation with address at 651 N. Broad St., Suite 206, Middletown, DE 19709 (“ReThink”, “Processor”, “we”, “us” or “our”) and the entity or person placing an order for or accessing the Payment Services (as defined below) (“Merchant”, “you” or “your”). This Agreement consists of the terms and conditions set forth below, any additional terms that reference this Merchant Agreement and any ReThink merchant or Dutchie forms or online sign-up form or subscription flow that references this Merchant Agreement (the “Merchant Form”). If you are accessing or using the Payment Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Merchant” reference your company.

Whereas:

• A) ReThink is a Money-Service-Business (MSB) utilizing a Distributed Ledger Technology (DLT) payment method in exchange for goods or services you sell to your shoppers or another type of customer. ReThink is not a public cryptocurrency exchange, nor does it provide cryptocurrency custody as part of its services.
• B) Merchant is accepting payment credentials from Merchant’s customers’ payments for goods and services and pursuant to the terms described herein, which we may agree to process for you from time to time.

The parties hereto agree as follows:

1.Incorporated Schedules and Appendix :

2.Non-Exclusive Agreement : ReThink shall, throughout the term of this Agreement, remain a non-exclusive mobile payment service processor for the payment Credentials we agree to process for you.

3.ReThink’s Role : ReThink is acting as an authorized agent to accept and process Credentials from Customers on your behalf for Transactions. This Agreement governs your use of the Payment Services provided by ReThink, and both parties agree to be bound by the terms hereinafter. The Payment Services may only be used for business purposes and may not be used to accept paymentsfor personal, family, or household purposes other than the Transactions. Card Acceptance Rules are listed in the attached Appendix A.

4.Payment Methods and Your Authorization :

5.Prohibited Use of the Payment Services; Acknowledgement of Exception : You agree you will not engage in the following activities, which are prohibited on our networks (“Prohibited Uses”). This list is non-exhaustive, and we reserve the right to modify it at any time. It is within our sole discretion to determine whether an activity falls into one of these categories:

6.Fees : You agree to pay the applicable fees listed on the Merchant Form. The Fees shall be applicable for the duration of the term of this Agreement. Fees, charges, and payments collected or paid through the Payment Services are denominated in USD, unless otherwise provided in the Merchant Form. All Transaction Fees are charged at the time we process a Transaction. Fees paid to us are not refundable or revocable. Monthly and other Fees set forth in Merchant Form can be deducted when due.

7.Errors : If we determine that we made an error in connection with a Transaction through the Payment Services, we will address it by either crediting your Merchant Account or debiting your Linked Account for the difference. We will only correct Transactions that you process incorrectly if you promptly notify us of such an error. You waive any rights to amounts owed if you fail to notify us of such an error within sixty (60) days of when it first appeared on your electronic Transaction history.

8.Taxes : It is your responsibility to (i) pay any applicable taxes, in addition to Fees listed in the Merchant Form; and (ii) determine what, if any, taxes apply to the sale of your goods and services in connection with your use of Payment Services, as well as the payments you receive for such sales. You are responsible for assessing, collecting, reporting, or remitting, as appropriate, the correct taxes to the proper tax authority. We are not obligated to, nor will we, determine whether or what taxes apply. We are also not obligated to, and will not, calculate, collect, report, or remit any Taxes to any tax authority arising from any Transaction. Nevertheless, you acknowledge that we may be required to make certain reports to tax authorities regarding Transactions, as well as regarding Merchants.

9.Chargebacks :

10.Merchant Account :

11.Linked Account :

12.Identity Verification and Audit :

13. Reserve Account : In certain circumstances, we may determine that a Reserve Account is necessary to provide the Payment Services to you. When necessary, we may, in our sole discretion, set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in a Reserve Account. In our sole discretion, we may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by our payment processors.

14. Security Interest : You grant us a lien and security interest in the Reserve Account, all Transactions (including future Transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property maintained by us on your behalf. You will execute, deliver, and pay the fees for any documents we request to create, perfect, maintain and enforce this security interest, even if such a request is made after you have established a negative balance with us.

15. Access to Proceeds : We will settle Proceeds to your Linked Account, subject to the Payout Schedule. If we are not able to debit or credit your Linked Account as may be required pursuant to this Agreement, your Linked Account may be de-linked from your Merchant Account, and we may suspend your access to the Payment Services until such time as you are able to establish, subject to our verification and approval, a new Linked Account.

16. Setoff Rights : You grant us a security interest in, as well as a right of setoff against, your Merchant Account. You further assign, convey, deliver, pledge, and transfer to us, as security for repayment of any obligations due under this Agreement, all of your right, title, and interest in the Merchant Account. You authorize us, without any prior notice to you, to collect, charge, and/or setoff the indebtedness, or collect paid legal fees incurred by ReThink for enforcing past due balances or chargebacks or fees against any such accounts and other obligations. We retain the option to administratively freeze or direct any third-party bank holding funds associated with your Merchant Account to freeze any such accounts so that we are able to protect our security interest and related rights are provided for in this section. Such authorization is valid without prior notice to you and regardless of whether we make any demand to you under this Agreement, or the obligation is contingent, matured, or unmatured to the extent permitted by applicable laws.

17. Business Continuity and Disaster Recovery : ReThink shall maintain a comprehensive Business Continuity Plan (BCP) per its policies and procedures to ensure the ongoing operations of its critical functions in the event of an emergency or disruptive event. The BCP outlines the procedures, responsibilities, and measures to be taken to recover and restore time-sensitive business operations following any such event. ReThink shall provide a copy of its BCP to Merchant upon request and shall update the BCP regularly to address changes in risks, technology, and business operations.

18. Payout Schedule : The Payout Schedule below describes the time it takes for us to initiate the settlement of funds to your Linked Account in the amount of the Proceeds from Transactions processed through the Payment Services. We will initiate settlements of Proceeds to your Linked Account, which will generally be settled in 2 – 4 business days. Settling of Proceeds may be delayed until your Linked Account is verified; and if we are unable to verify a Linked Account, we may not be able to provide the Payment Services to you. We are not responsible for any action taken by Providers or the financial institution holding your Linked Account that may result in some or all of the Proceeds not being credited to your Linked Account or made available to you. With respect to the Payment Services, we reserve the right to change the Payout Schedule, suspend payouts to your Linked Account, or initiate a Reversal without a notice, should we determine such an action is necessary for reasons of pending disputes, excessive Chargebacks, or Refunds, or other suspicious activities related to your use of our services, or if required by applicable laws or court orders.

19. Availability of Proceeds : If we or the Providers need to conduct an investigation or resolve any pending dispute related to your use of the Payment Services, we may delay your Payout Schedule or defer payout or restrict access to your Proceeds. We may also do so if requested by any governmental entity, or if we believe it is necessary to comply with applicable laws or court orders.

20. Refunds and Returns : By accepting Credentials through the Payment Services, you agree to process returns of and provide to us, refunds and adjustments for your goods or services (“Refunds”) in accordance with this Agreement and the Operating Rules. If a Refund is required by your refund policy and you notify Customer that you will make a Refund, we will provide the Refund to Providers, and you will provide us with funds equivalent to the amount of the Refund in a timely manner. You authorize us to deduct the amount of the Refund from the Proceeds for purposes of compensating us for the Refund. If your Proceeds are not sufficient to compensate us for the Refund, you authorize the Licensed Partner or us to deduct the amount of the Refund from future Proceeds until we have satisfied the amount of the Refund. We will only accept Refund instructions if received within 90 days from the date of a Transaction, except for air travel products (for example, air tickets) if both you and we agree, where a refunding period of 365 days is applicable. We have no obligation to and will not accept any returns of any of your goods or services from your Customers on your behalf.

21. Transaction History :

22. Pooled Accounts : Before we settle Proceeds to your Linked Account, funds to be settled may be co-mingled and held with other Merchants’ funds in one or more pooled accounts maintained by us at one or more banks, on your behalf and for the benefit of you and other Merchants (“Pooled Account”). We have the sole discretion over the establishment and maintenance of such a Pooled Account. You will not receive interest or any other earnings on any funds that we handle for you, including the funds held in a Pooled Account. We will not voluntarily make funds held in a Pooled Account available to our creditors in the event of bankruptcy or for any other purpose except as specified in this Section 22. As a consideration for using the Payment Services, we take all rights and legal ownerships to any interests and/or other earnings generated or attributable to our holding of funds in such a Pooled Account.

23. Dormant Merchant Accounts : If you do not process payments through your Merchant Account for an extended period of time of four (4) months or do not have a verified Linked Account, your Merchant Account may be deemed dormant. In the event of a dormant Merchant Account, we will provide you with notice and instructions for obtaining the remaining funds, if any. The remaining funds may be deemed unclaimed or abandoned after a certain period of time under applicable laws.

24. Your License to Use the Payment Services :

25. Receipts : If such payment Credentials are enabled for you, for any Card Transaction where your Customer is present and the Transaction is greater than a certain amount as defined by the Card Provider, you will request that your Customer personally sign for such Transactions. For any Transaction greater than a certain amount defined by the Card Provider, you will also make a receipt available to your Customers unless the Customer declines such a written receipt.

26. Customer Service : You are solely responsible for customer service relating to the goods or services you sell to Customers. In performing customer service, you will always hold out yourself as a separate entity from us. As between you and us, we are only responsible for customer service issues related to your Merchant Account.

27. Your Warranties and Representations :

28. ReThink’s Warranties and Representations :

29. Your Liability :

30. Indemnification : Each Party (the “Indemnifying Party”) agrees to indemnify and hold harmless the other Party (the “Indemnified Party”) and its affiliates, officers, directors, employees, and agents from and against any claim, suit, demand, loss, liability, damage, action or proceeding (including costs, expenses, and reasonable attorneys’ fees) from a third party (collectively, “Loss”) arising out of or related to: (i) Indemnifying Party’s noncompliance with the Security Standards and Provider rules, or a breach of this Agreement or (ii) a Data Compromised Event caused by the Indemnifying Party’s acts or omissions; (iii) Indemnifying Party’s gross negligence or willful misconduct in association with the Payment Service; (iv) Indemnifying Party’s infringement of a third party’s IP rights in association with the goods or service or the Payment Services; (iv) Indemnifying Party’s violation of applicable laws and regulations in the designated territory. This indemnification does not apply to a claim or complaint to the extent the Indemnified Party is comparatively at fault due to its own gross negligence, willful misconduct, or breach of this Agreement. “Data Compromise Event” means an occurrence that results, or may have resulted, directly or indirectly, in the unauthorized access to, acquisition, or disclosure of Payment Data in the possession or control of Indemnifying Party or its subcontractors, agents, or service Providers. The obligation to indemnify in the case of a Data Compromise Event shall include all (i) reasonable costs directly associated with notifications that are legally required to be sent to individuals affected by such Data Compromise Event, including call-center, website, or similar notification-related support therefor, (ii) fines, assessments, penalties, costs, liabilities, or other obligations imposed by a governmental authority or Providers as a result of such Data Compromise Event, and (iii) costs associated with providing monitoring for individuals impacted by the Data Compromise Event, as required by an applicable governmental authority.

31. No Warranties :

32. Limitation of Liability and Damages : EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, ANY AMOUNTS TO BE PAID PURSUANT TO THE INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY HEREUNDER (COLLECTIVELY, THE “EXCLUDED LIABILITY CATEGORIES”) AND SUBJECT TO BELOW, IN NO EVENT SHALL WE OR OUR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF ANY INFORMATION OR ADDITIONAL MATERIALS, INCLUDING UNAUTHORIZED ACCESS BY THIRD PARTIES OF ANY INFORMATION OR ADDITIONAL MATERIALS, EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. WITHOUT LIMITING THE FOREGOING, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM CAUSES OUTSIDE OUR CONTROL. EXCEPT IN THE CASE OF THE EXCLUDED LIABILITY CATEGORIES, OUR MAXIMUM LIABILITY ARISING FROM THE SUBJECT MATTER OF THIS MERCHANT AGREEMENT FOR ANY CLAIM OF ANY KIND IN THE AGGREGATE SHALL BE NO MORE THAN THE AMOUNT OF FEES RECEIVED BY US PURSUANT TO THIS MERCHANT AGREEMENT FOR THE IMMEDIATELY PRECEDING 12 MONTHS REGARDLESS OF FORM OF ACTION OR LEGAL THEORY.

33. Restricted Use : You will not act as a payment processor or resell the Payment Services to any third party. You shall only use the Payment Services for your own account, and you shall not use the Payment Services for any third party. In the event that you are acquired by or merged with another entity, you must promptly notify us, and we reserve the right to review the terms of this Agreement and make any necessary adjustments or terminate the Agreement, subject to any applicable laws and regulations. Your continued use of the Payment services following such acquisition or merger will be subject to our approval and any revised terms of the Agreement that may be imposed.

34. Unauthorized or Illegal Use : You will only accept Credentials for Transactions permitted by applicable laws. We reserve the right to not authorize or settle any Transaction if we reasonably believe it is in violation of applicable laws, regulations, or rules, or that it may harm you, your Customers, other Merchants, Providers, or us. If we suspect that your Merchant Account has been used for an unauthorized, illegal, or criminal purpose, including a purpose explicitly barred by this Agreement, you give us express authorization to share information about you, your Merchant Account, and any of your Transactions, at our sole discretion, with law enforcement and our financial institution partners and Providers for a limited investigative purpose.

35. Operating Rules : By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth and amended from time to time by Providers (“Operating Rules”). Operating Rules can be found on www.rt.app/legal. We may change this Agreement in connection with amendments to the Operating Rules. In the event of inconsistency between the Operating Rules and this Agreement, and except as otherwise agreed by Providers, the Operating Rules shall apply.

36. Card Network Rules : The Card Networks have established guidelines, bylaws, rules, and regulations (“Network Rules”). You agree to comply with all applicable Network Rules that are applicable to you. You can review portions of the Network Rules by contacting the Providers. The Card Networks may amend the Network Rules from time to time. We reserve the right to amend the Agreement at any time necessary to comply with Network Rules.

37. Logos and Marks : The Providers’ logos shall be displayed in parity with and identified as prominently as all other forms of payment supported by the Merchant. The Providers’ logos shall be used only for the purpose of indicating acceptance of the Providers by the Merchant as a form of payment, unless otherwise authorized by the Provider. Merchant shall present a truthful description of the Payment Services.

38. Intellectual Property : You acknowledge that Providers own all rights, titles, and interests in and to the service offered by Providers, including the right to all Intellectual Property thereto. Certain Providers may permit ReThink to use their Intellectual Property for the limited purpose of providing Payment Services consistent with their terms of service.

34. Data Privacy : Each Party agrees to protect information about identifiable individuals that it may collect or otherwise have access to in connection with (i) in the case of Merchant, any Payment Credential identifier (such as an account number) you accept for a Transaction or (ii) in the case of us, performance of the Payment Services (in each case, “Personal Information”), and agrees only to use such Personal Information for the purpose of fulfilling your obligations under this Agreement and for other purposes permitted by laws. Personal Information includes any information or data, whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained from the information or data collected by either you or us during the operation, management, or administration of the Payment Services. Each Party agrees to comply with all applicable laws and rules in connection with its collection, security, and dissemination of any Personal Information, financial, card, or Transaction information. Each Party shall take all commercially reasonable steps to ensure that such Personal Information is protected against misuse and loss, or unauthorized access, modification or disclosure and shall promptly notify the other Party of any loss of, or any unauthorized disclosure of or access to, such Personal Information. Each Party is permitted to retain records of Payments for purposes of complying with applicable laws and internal compliance requirements. Each Party is fully responsible for the security of data in its possession, including, in the case of Merchant on your site, mobile app, or POS.

40. Your Data Security Obligations :

41. Card Network Data Security Standard : You always agree that you will be compliant with the Payment Card Industry Data Security Standards (PCI•DSS) and the Payment Application Data Security Standards (PA•DSS), as applicable. The steps you must take to comply with PCI•DSS and PA•DSS when using our Payment Services will vary based on your implementation. If we believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by us. You also agree that you will use only PCI-compliant service providers in connection with the storage, or transmission of Payment Data defined as a cardholder’s account number, expiration date, and CVV2. You must not store CVV2 data at any time. Information on the PCI DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards.

42.Confidentiality

43. Publicity : Neither party may issue any press release, social media posts, or make any public announcement pertaining to this Agreement without the prior written consent of the other party unless required by applicable law. However, the preceding limitation shall not be interpreted to prevent ReThink or Providers from making statements about their respective aggregate business or the Payment Services in general without using Merchant’s name or trademarks without Merchant’s consent, in or outside of the designated territory.

44. Force Majeure : Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to a Force Majeure Event, provided that a written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party immediately after the start of such Force Majeure Event. However, a Force Majeure Event will not excuse a party’s failure to make any payment pursuant to the Payment Services. A “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot be prevented or avoided and beyond the reasonable control of the affected party including, without limitation to, acts of God, terrorism, pandemic, natural catastrophe, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in Merchant’s systems, unexpectedly large increases in traffic volume as a direct result of any orders of a governmental authority, and governmental authority intervention that results in the seizure or confiscation of the affected party’s systems, in each case to the extent such event(s) are beyond the control of the affected party and only for as long as such event(s) persist. The affected party shall use its best efforts to resume its performance under this Agreement and minimize further delays once the Force Majeure Event is passed.

45. Parties : This Agreement binds both parties and both parties’ respective representatives and permitted and approved successors, including those by merger and acquisition or any permitted assigns.

46. Change of Business : If you intend to change your business, such as a change in the goods or services you offer or your trade name, you agree to notify us 30 days before any such change. In the event of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, you agree to promptly notify us. If there is an adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of twenty-five (25) percent or more of your total assets, or any change in the control or ownership of you or your parent entity, you agree to notify us. In such cases, we reserve the right to conduct a new Know Your Customer (KYC) and Anti-Money Laundering (AML) review as appropriate. You will also notify us of any judgment, writ or warrant of attachment or execution, or levy against twenty-five (25) percent or more of your total assets no later than three (3) days after you obtain knowledge of it.

47. Choice of Law; Jurisdiction, Venue, and Arbitration. :

48. Headings : Headings are included in this Agreement for convenience only, may or may not be italicized, and will not be considered in interpreting this Agreement. References to the singular shall include the plural and vice versa.

49. Waiver :

50. Amendment :

51. Assignment : This Agreement, the amendment(s) of it, and any rights or licenses granted hereunder may not be transferred or assigned by you without our prior written consent, except in the case of a merger, acquisition, or other type of business reorganization involving your company, in which case our consent shall not be unreasonably withheld. We may assign this Agreement without consent or other restriction upon notice to you or where substantially all of ReThink’s assets are sold. Any attempt by you to assign this Agreement, or any rights or licenses granted herein, without ReThink’s express written consent will be null and void

52. Severability : In case any one or more of the sections contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if the such invalid or illegal or unenforceable provision had never been contained herein. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the court or other tribunal making such determination is authorized and instructed to modify this Agreement to effect the original intent of the parties as closely as possible so that the transactions and Agreements contemplated herein are consummated as originally contemplated to the fullest extent possible.

53. Term : This Agreement is effective upon the date of execution of the Agreement, either by signing it or agreeing to it by electronically indicating acceptance. and continues so long as you use the Payment Services or until terminated by you or us.

54. Termination of Payment Services. :

55. Payment Services Upon Closure of Your Merchant Account :

56. Survival : The following sections will survive termination of this Agreement: 6 (Fees), 7 (Errors), 8 (Taxes), 9 (Chargebacks), 12 (Identity Verification and Audit), 15 (Access to Proceeds), 16 (Setoff Rights), 18 (Payout Schedule), 19 (Availability of Proceeds), 21 (Transaction History), 23 (Dormant Merchant Accounts), 26 (Customer Service), 29 (Your Liability), 30 (Indemnification), 32 (Limitation of Liability and Damages), 38 (Intellectual Property), 39 (Data Privacy), 40 (Your Data Security Obligations), 42 (Confidential Information), 43 (Publicity), 47 (Choice of Law; Jurisdiction, Venue, and Arbitration), Appendix A Section 15 (Data Security/Personal Cardholder Information) and Appendix A Section 23 (Chargeback Reserve Account).

57. Merchant and Affiliates : Any Affiliate of Merchant that intends to utilize the Payment Services is required to sign a separate Merchant Agreement with ReThink.

58. Notices : Any Affiliate of Merchant that intends to utilize the Payment Services is required to sign a separate Merchant Agreement with ReThink.

59. Identity Verification and Audit : To help fight the funding of terrorism and money laundering activities, applicable laws require all financial institutions and applicable non-financial enterprises and professions to obtain, verify, and record information that identifies each person who opens an account. This means we will ask for certain information and identifying documents to allow us to identify you. You and your representative(s) authorize us prior to our acceptance of your application and from time to time thereafter, to investigate the individual and business history and background of the Merchant, representative and officers, partners, proprietors, and/or owners of the Merchant, and to obtain other background investigation reports on each of them that we consider necessary to review the acceptance and continuation of your application.

Glossary of Definitions

DEFINITIONS : The following Capitalized terms used in this Agreement shall have the meanings ascribed below:

APPENDIX A: CARD ACCEPTANCE RULES

This Appendix A to the Agreement is entered into between the merchant identified on the signed Agreement to which this is an Appendix, and ReThink Financial Inc., a Delaware corporation (“ReThink”). Subject to the requirements of applicable Card Association rules, Merchant and ReThink may and hereby do allocate ReThink’s duties and obligations as they, in their sole and exclusive discretion, deem appropriate.

ARTICLE I – DEFINITIONS

1. Definitions : The terms used in this Appendix shall have the meanings ascribed in Schedule B of this Agreement or defined in the document with quotations.

ARTICLE II – CARD ACCEPTANCE

2. Honoring Cards : Merchant will accept all valid Cards when properly presented by Cardholders in payment for goods or services, subject to applicable Card Association rules requiring Merchant to elect whether it will accept credit only, debit only or both debit and credit Cards. Merchant may not establish minimum or maximum amounts for Card sales as a condition for accepting any Card. Merchant may not require any Cardholder to pay as a surcharge any part of any discount or charge imposed upon Merchant by this Agreement, whether through any increase in price or otherwise require a Cardholder to pay any charge or price as a condition of sale that is not also required from a customer paying cash. However, Merchant may not, by this term, be prevented from offering discounts to Cardholders for cash purchases. Merchant may not engage in a Transaction if the person seeking to charge the purchase to his or her Card account does not present the Card.

3. Advertising : Merchant will prominently display the promotional materials provided by ReThink in its place(s) of business. Merchant’s use of promotional materials and use of any trade name, trademark, service mark or logo type (“Marks”) associated with a Card is limited to informing the public that the Card will be accepted at Merchant's place(s) of business. Merchant’s use of promotional materials and Marks is subject to ReThink’s direction. Merchant may use promotional materials and Marks only during the term of this Agreement and will immediately cease use and return any inventory to ReThink upon termination thereof. Merchant may not use any promotional materials or Marks associated with Visa, MasterCard, or Discover in any way which suggests or implies that either endorses any goods or services other than ReThink Card services.

4. Card Acceptance : When accepting a Card, Merchant will follow the steps provided by ReThink for accepting Cards and will: (a) Determine in good faith and to the best of its ability that the Card is valid on its face; (b) deliver a true and completed copy of the Sales Draft to the Cardholder at the time the goods are delivered or services performed, or, if the Sales Draft is prepared by a point-of-sale terminal, at the time of the sale; and (c) offer the Sales Draft to ReThink for purchase according to ReThink's procedures and the terms of this Agreement.

5. Authorization : Merchant will obtain an Authorization for all Card sales. If Merchant cannot, for any reason, obtain an electronic Authorization through the use of ReThink API or software, Merchant will request a Voice Authorization from ReThink's designated authorization center and will legibly print the authorization number on the Sales Draft. Merchant will not obtain or attempt to obtain authorization from ReThink's authorization center unless Merchant intends to submit to ReThink a Transaction for the authorized amount if Authorization for the Transaction is given. Merchant may not divide a single Transaction between two or more Sales Drafts on a single Card to avoid Authorization limits that may be set by the Card Issuer. Merchant acknowledges that an Authorization provides only that the Cardholder account has sufficient credit available to cover the amount of the current sale and that an Authorization is not a guarantee that the Transaction will not be subject to dispute or Chargeback and does not warranty the Cardholder’s identity. Merchant may not attempt to obtain an authorization by successively decreasing the sale amount. ReThink may refuse to purchase or process any Sales Draft presented by Merchant: (a) unless a proper authorization or approval code has been recorded on the Sales Draft; (b) if ReThink determines that the Sales Draft is or is likely to become uncollectible from the Cardholder to which the transaction would otherwise be charged; (c) if ReThink has reason to believe that the Sales Draft was prepared in violation of any provision of this Agreement.

6. Honoring CardsMultiple Transaction Records : Partial Consideration. Merchant may not prepare more than one Sales Draft for a single sale or for a single item but will include all items of goods and services purchased in a single Transaction in the total amount on a single Sales Draft except under the following circumstances: (a) for purchases in separate departments of a multiple department store; (b) for partial payment, installment payment, delayed delivery, or an advance deposit; or (c) for delayed or amended charges governed by rules for travel and entertainment merchants and Transactions.

7. Telephone Orders : Mail Orders, Internet, Preauthorized Orders, and Installment Orders. Unless Merchant has been approved by ReThink to accept mail, Internet or telephone orders, Merchant warrants that it is a walk-in trade business, located in a retail business place where the public moves in and out freely in order to purchase merchandise or obtain services. If ReThink determines Merchant has accepted unapproved Card Transactions this Agreement will be immediately terminated, and the value of all Sales Drafts collected from the first day of processing may be charged back to Merchant, and all funds therefrom held as provided in the Agreement. Unless approved by ReThink, this Agreement does not contemplate regular acceptance of Cards for sales accepted by mail or telephone nor through preauthorized orders.

8. Returns and Adjustments : Credit Vouchers. Merchant's policy for the exchange or return of goods sold and the adjustment for services rendered will be established and posted in accordance with operating regulations of the applicable Card Association's regulations.

9. Cash Payments : Merchant may not receive any payments from a Cardholder for charges included in any Transaction resulting from the use of any Card nor receive any payment from a Cardholder to prepare and present a Transaction for the purpose of affecting a deposit to the Cardholder's Card account.

10. Cash Advances : Scrip Purchases. Merchant may not deposit any Transaction for the purpose of obtaining or providing a cash advance either on Merchant's Card or the Card of any other party and may not accept any Card at a scrip terminal, and either action will be grounds for ReThink’s immediate termination of this Agreement.

11. Duplicate Transactions : Merchant may not deposit duplicate Transactions. ReThink may debit Merchant for any adjustments for duplicate Transactions, and Merchant is liable for any Chargebacks resulting therefrom.

12. Deposit of Fraudulent Transactions : Merchant may not accept or deposit any fraudulent Transaction and may not under any circumstances present for processing or credit, directly or indirectly, a Transaction which originated with any other merchant or any other source other than Transactions arising from bona fide purchases from Merchant for the goods and services for which Merchant has been approved under this Agreement. If Merchant deposits any prohibited Transaction, ReThink may: (a) immediately terminate this Agreement; (b) withhold funds and demand an escrow as provided in this Agreement; and/or (c) report Merchant to Visa, MasterCard, and Discover.

13. Merchant’s employees’ actions are chargeable to Merchant under this Agreement.

14. Collection of Pre-existing Debt : Merchant may not prepare and present to ReThink for purchase any Transaction representing the refinancing of an existing Cardholder obligation including, but not limited to, obligations: (a) previously owed to Merchant; (b) arising from the dishonor of a Cardholder's personal check or relating to a Chargeback; or (c) representing the collection of any other pre-existing indebtedness, including collection of delinquent accounts on behalf of third parties.

15. Data Security/Personal Cardholder Information : Merchant may not, as a condition of sale, impose a requirement on Cardholders to provide any personal information as a condition for honoring Cards unless such information is required to provide delivery of goods or services, or Merchant has reason to believe the identity of the person presenting the Card may be different from that of the Cardholder. Merchant will not, under any circumstances, release, sell or otherwise disclose any Cardholder Information to any person other than ReThink or the applicable Card Association, except as expressly authorized in writing by the Cardholder, or as required by law. ReThink acknowledges that while cardholder information is in its possession it is responsible for the security of such cardholder data and any ensuing storage, processing or transmitting activity on behalf of the customer and would, to that extent only, be responsible for and store and secure such cardholder information under normal industry standards.

16. Compliance with Card Association Rules : Merchant will comply with and conduct its Card activities in accordance with all applicable Card Association rules and regulations. Failure to comply with such rules and regulations may result in Merchant being terminated for cause and listed on various Card Association and industry databases, including the Terminated Merchant File and the Merchant Alert to Control High Risk Merchants file (“MATCH”). With respect to MasterCard, Visa USA, or Discover, Merchant may not: (a) accept Cardholder payments for previous Card charges incurred at the Merchant location; (b) establish a minimum or maximum transaction amount as a condition for honoring a Card; (c) require a Cardholder to complete a postcard or similar device that includes the Cardholder’s account number, card expiration date, signature, or any other card account data in plain view when mailed; (d) add any surcharge to transactions; (e) add any tax to transactions, unless applicable law expressly requires that Merchant be permitted to impose a tax (any tax amount, if allowed, must be included in the transaction amount and not collected separately); (f) enter into interchange any transaction receipt for a transaction that was previously charged back to ReThink and subsequently returned to Merchant, irrespective of Cardholder approval (Merchant may pursue payment from the Cardholder outside the Card Association system); request or use an account number for any purpose other than as payment for its goods or services; (g) disburse funds in the form of travelers checks, if the sole purpose is to allow the Cardholder to make a cash purchase of goods or services from Merchant; (h) disburse funds in the form of cash. Merchant will pay all Card Association fines, fees, penalties and all other assessments or indebtedness levied by Card Associations to ReThink which are attributable, at ReThink’s discretion, to Merchant’s Transaction processing or business; (i) submit a transaction into the payment system that is illegal or that the merchant knows or should have known was illegal in either the cardholders’ and/or the merchant’s jurisdiction; or (j) submit a transaction into the payment system that the merchant knows or should have known to be fraudulent or not authorized by the cardholder.

17. Merchant's Business : Merchant will notify ReThink immediately if it intends to (a) transfer or sell any substantial part of its total assets, or liquidate; (b) change the basic nature of its business, including selling any products or services not related to its current business; (c) change ownership or transfer control of its business; (d) enter into any joint venture, partnership or similar business arrangement whereby any person or entity not a party to this Agreement assumes any interest in Merchant's business; (e) alter in any way Merchant's approved monthly volume, average, or maximum ticket; or (f) change its return policies or to use another fulfillment house different from those identified in Merchant Application. Merchant will notify ReThink promptly in writing if it becomes subject to any voluntary or involuntary bankruptcy or insolvency petition or proceeding. Merchant’s failure to provide notice as required above may be deemed a material breach and will be sufficient grounds for termination of Merchant and for ReThink’s exercise of all its rights and remedies provided by this Agreement. If any change listed above occurs, ReThink may immediately terminate this Agreement.

18. Merchant’s Warranties : Merchant represents and covenants that: (a) all information contained in the Application or any other documents delivered to ReThink or ISO in connection therewith is true and complete and properly reflects Merchant's business, financial condition and principal partners, owners or officers; (b) Merchant has power to execute, deliver and perform this Agreement, and this Agreement is duly authorized, and will not violate any provisions of law, or conflict with any other agreement to which Merchant is subject; (c) Merchant holds all licenses, if any, required to conduct its business and is qualified to do business in every jurisdiction where it is required to do so; (d) there is no action, suit or proceeding at law or in equity now pending or to Merchant's knowledge, threatened by or against or affecting Merchant which would substantially impair its right to carry on its business as now conducted or adversely affect its financial condition or operations; (e) each Sales Draft presented to ReThink for collection is genuine and is not the result of any fraudulent or prohibited Transaction or is not being deposited on behalf of any business other than Merchant as authorized by this Agreement; (f) each Sales Draft is the result of a bona fide Card Transaction for the legal purchase of goods or services from Merchant by the Cardholder in the total amount stated on the Sales Draft; (g) Merchant has performed or will perform all of its obligations to the Cardholder in connection with the Card Transaction evidenced thereby; (h) Subject to Section 5 of this Appendix A, Merchant has complied with ReThink's procedures for accepting Cards, and the Card Transaction itself does not involve any element of credit for any other purposes other than as set forth in this Agreement, and is not subject to any defense, dispute, offset or counterclaim which may be raised by any Cardholder under the Card Associations' rules, the Consumer Credit Protection Act (15 USC §1601) or other relevant state or federal statutes or regulations; and (i) any Credit Voucher which it issues represents a bona fide refund or adjustment on a Card sale by Merchant with respect to which a Sales Draft has been accepted by ReThink.

ARTICLE III – PRESENTMENT, PAYMENTS, CHARGEBACKS

19. Acceptance : ReThink will accept from Merchant all Sales Drafts deposited by Merchant under the terms of this Agreement and will present the same to the appropriate Card Issuers for collection against Cardholder accounts. Merchant must transmit Sales Drafts and Credit Vouchers to ReThink or its processing vendor on the same or next business day immediately following the day that such Sales Drafts and Credit Vouchers have been originated. All presentment and assignment of Sales Drafts, collection thereof and reassignment or rejection of such Sales Drafts are subject to the terms of this Agreement and regulations of the Card Association. ReThink will only provisionally credit the value of collected Sales Drafts to Merchant's Account and reserves the right to adjust amounts collected to reflect the value of Chargebacks (actual and anticipated), fees, penalties, late submission charges, reserve deposits, negative Sales Draft batch deposits and items for which ReThink did not receive final payment.

20. Endorsement : By presenting Sales Drafts to ReThink for collection and payment, Merchant agrees to sell and assign all its right, title and interest in each Sales Draft completed in conformity with ReThink's acceptance procedures and constitutes an endorsement by Merchant to ReThink of such Sales Drafts. ReThink may supply such endorsement on Merchant's behalf.

21. Prohibited Payments : ReThink may receive payment of any Sales Draft presented by Merchant and paid by ReThink unless and until there is a Chargeback. Unless specifically authorized in writing by ReThink, Merchant may not collect or attempt to collect any Sales Draft, including Chargebacks, and will hold in trust for ReThink and promptly deliver in kind to ReThink any payment Merchant receives, in whole or in part, of the amount of any accepted Transaction, together with the Cardholder's name and account number and any correspondence accompanying payment.

22. Chargebacks : Merchant will accept for chargeback any sale for which the Cardholder disputes the validity of the sale according to prevailing Card Association regulations, or a Card issuer or ReThink determines that Merchant has in any way failed to comply with Card Association regulations or ReThink's procedures in accepting a Card and presenting the resulting Sales Draft to ReThink for purchase. ReThink may charge back the amount of a Card sale for which the Cardholder disputes authorizing the charge. Merchant may not initiate a sale Transaction in an attempt to collect a Chargeback. Merchant will pay the current published fees for each Chargeback as listed on the Merchant Form. ReThink will send Merchant any requests received from Card Associations or issuing banks resulting from Merchant’s transactions (“Retrieval Request”) if the ReThink cannot satisfy the inquiry with the information retained by ReThink concerning any Card sale. In response to the Retrieval Request, Merchant must provide by certified or overnight mail or by confirmed fax or scanned documents (or by other means as agreed by ReThink) the results of Merchant’s investigation of such Retrieval Requests and include legible copies of any documentation required by the Retrieval Request within seven (7) business days after the ReThink dispatched the Retrieval Request to Merchant (or such shorter time as the Card Association rules may require and of which Merchant will be notified). Merchant acknowledges that failure to fulfill a Retrieval Request in accordance with Card Association rules may result in an irreversible Chargeback. Merchant has full liability if any Sales Data for which ReThink has given Merchant’s account provisional credit is the subject of a chargeback. Merchant may be allowed to resubmit applicable sales data for a second presentation of a response to a chargeback in accordance with the Card Association rules. To the extent that ReThink has paid or may be called upon to pay a Chargeback or refund/adjustment for or on account of a Cardholder and Merchant does not reimburse ReThink as provided in this Agreement, then for the purpose of ReThink obtaining reimbursement of such sums paid or anticipated to be paid, ReThink will have all of the rights and remedies of such Cardholder under applicable federal, provincial or local law and Merchant authorizes ReThink to assert any and all such claims in ReThink own name for and on behalf of any such Cardholder customer individually or all such Cardholder customers as a class.

23. Chargeback Reserve Account : Notwithstanding anything to the contrary in this Agreement, ReThink may establish a non-interest-bearing chargeback reserve account (the “Reserve Account”) or demand other security in an effort to prevent the scenario of unpaid Chargebacks. This account may be established at any time or for any reason if, in ReThink’s reasonable consideration, ReThink suspects Merchant’s transaction processing history is or perhaps will create liabilities for refunds, chargeback reimbursements or Card Association fines that will be owed to ReThink by Merchant and the ReThink determines, in its sole but reasonable consideration, such obligations may not be collectible from Merchant in a timely manner without such Reserve Account being established or the amounts within the Reserve Account increased. Specific examples of conditions that might prompt the ReThink to establish or increase the balances in a Reserve Account might include, but will not be limited to: (a) Merchant engaging in any charge processing that creates an overcharge to a Cardholder by duplicating charges; (b) Merchant engaging in any activity designed by Merchant to circumvent a “call center” message when attempting to process a transaction; (c) Merchant breaching this Agreement, violating any representation, covenant or warranty herein, or violating any applicable Card Association rule or applicable law; (d) Merchant’s Application is in any way inaccurate or becomes inaccurate subsequent to ReThink’s approval of the Application; (e) Merchant changes its type of business without ReThink’s prior written approval; (f) fraud, Merchant processes an unauthorized charge, or other action that violates ReThink’s applicable risk management standards or is likely to cause a loss; (g) Merchant has Chargebacks exceeding a percentage of total transactions, total settlement amounts that could exceed the limits for chargeback or fraud transactions permitted by the Card Associations or as such limits as are established by ReThink in any period (h) creating an excessive numbers of requests from consumers or card issuing banks to retrieve documentation; (i) Merchant’s financial stability is in question or Merchant ceases doing business; or (j) Merchant terminating this Agreement for any reason. Once the Reserve Account is established, collected funds will be placed in the Reserve Account. Before releasing funds after this Agreement is terminated, Merchant will pay any outstanding charges, losses or amounts, and Chargebacks for which Merchant owes. Further, ReThink may require Merchant to deposit additional amounts based upon Merchant's processing history and/or anticipated risk of loss to ReThink into the Reserve Account. Once established, unless ReThink determines otherwise at its sole discretion, the Reserve Account will remain in place for 180 days and a reasonable period thereafter, during which Cardholder disputes may remain valid under applicable Card Association rules. The provisions of this Agreement relating to account debits and credits apply to the Reserve Account and survive this Agreement’s termination until ReThink terminates the Reserve Account. Any balance remaining after chargeback rights have expired and all of ReThink’s other expenses, attorney fees used in collections, losses and damages have been paid will be disbursed to Merchant.

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