Application for Merchant Services Provider

Merchant Service Provider Information
(also referred to herein as the "Merchant", "Merchant Location", "Applicant" and/or the "Business")
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Bank/Business (Suppliers/Vendors) Credit Reference

All statements and representations contained in this Application and all documentation submitted in support of this Application are true and correct. As part of this Application or at any time thereafter, in connection with any ongoing Application evaluation process, review of activity by applicant or collection of any information or documents arising from such activity, the Merchant grants permission and authorization to SandP Solutions, Inc. aka Bitcoin of America ("BOA") to obtain information from prior credit reporting agencies, former employers, trade references, banks, consumer credit services, state and federal government agencies and representatives, without regard to whether they are specifically named or listed herein, regarding business and/or personal credit and other information related to the Merchant business or its owners.

In addition, the Merchant does not/will not knowingly provide services or products that involve payday lending, internet gambling, sexually-oriented products or services, or any activities that may be considered illegal based on local, state and/or federal regulations (with the exception of MRBs operating legally under state law); all of which are strictly prohibited by BOA. And, the undersigned further agrees that neither BOA nor anyone who has furnished BOA any information, concerning the Merchant or the undersigned shall be responsible for any losses or damages the Merchant, its officers, directors, owners, employees or representatives, including the undersigned may claim as resulting from verification, receipt, exchange, or obtaining business and/or personal credit or other business and/or personal information. And that, (1) the federal taxpayer identification (EIN) number and Social Security Numbers shown on this Application are correct (or I am waiting for a number to be issued to the Merchant business), and (2) the Merchant business is not subject to backup withholding because (a) the Merchant business is exempt from backup withholding or (b) the Merchant business has not been notified by the Internal Revenue Service (IRS) that is subject to backup withholding, or (c) the IRS has notified the Merchant business that it is no longer subject to backup withholding.


The undersigned Merchant Authorized Representative(s) warrants and represent that s/he has full power and authority to enter into this Agreement.

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Personal Indemnity and Guaranty

"Guarantors" means each Guarantor who signs below, jointly and severally. As a means of inducing SandP Solutions, Inc. aka Bitcoin of America ("BOA") to enter into agreements and provide services, whether entered into before or after the date of this Guaranty, Guarantor(s) personally and unconditionally guaranty the full performance of the Agreement by Merchant. Guarantor(s) agree to reimburse BOA, to the extent that such reimbursement is not made by the Merchant, for all expenses (including attorney fees) incurred by BOA in connection with any of the liabilities of the Merchant or the collection thereof. Guarantor agrees to indemnify BOA against any and all damages, loss, expense, fees, costs (including interest and attorneys' fees), and liability which BOA may sustain by reason of, or related to, any failure by Merchant to perform the Agreement. BOA may enforce this Indemnity and Guaranty against and Guarantor(s), and/or each of them, whether or not BOA takes any action against Merchant or any other Guarantor. BOA may enforce this Indemnity and Guaranty in the City of Chicago, Illinois, or in any other court having jurisdiction. BOA may change the Agreement without notice to Guarantor(s) and without effect on Guarantor's liability. Guarantor(s) waive(s) all defenses based on suretyship or impairment of collateral. Guarantor waives any right of subrogation to any of the rights of BOA against Merchant or any other Guarantor. Each Guarantor guaranties the obligation of each Merchant who signed the Agreement and of each Guarantor as to this or any other Agreement with BOA . Settlement with any Guarantor does not release any other Guarantor. This guaranty is a continuing guaranty and shall remain in full force and effect irrespective of any interruptions in the business relations of the Merchant with BOA; provided, however, BOA may terminate this guaranty with respect to all liabilities of the Merchant incurred or contracted by the Merchant or acquired by BOA after the date on which such notice is so delivered or received. All monies available to BOA for application in payment or reduction of the liabilities of the Merchant may be applied by BOA in such manner and in such amounts and at such time or times as it may see fit to the payment or reduction of such of the liabilities of the Merchant as BOA may elect, and the obligations pursuant to this guaranty shall not be affected by any surrender or release by the Merchant of any other security held by it for any claim hereby guaranteed. No delay on the part of Bank in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice to or demand on the undersigned shall be deemed to be a waiver of the obligations of the undersigned or of the right of BOA to take further action without notice or demand as provided herein; not in any event shall any modifications or waiver of the provisions of this guaranty be effective unless in writing nor shall any such waiver be applicable except in the specific instance for which given. This guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the laws of the state of Illinois and shall be in all respects governed, construed, applied and enforced in accordance with the laws of said State, and no defense given or allowed by the laws of any other state of the United States of America shall be interposed in any action hereon unless defense is also given or allowed by the laws of the State of Illinois.

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ACH and Pre-Authorized Draft Authorization

I (we) hereby authorize SandP Solutions, Inc. aka Bitcoin of America ("BOA") to initiate entries to my (our) checking/savings accounts at the financial institution listed below (i.e. Depository Name, below), and, if necessary, initiate adjustments for any transactions credited/debited in error. This authority will remain in effect until BOA is notified by me (us) in writing to cancel it, with sufficient time to afford BOA and the Depository named, a reasonable opportunity to act on it.

I (we) hereby also warrant that the signature(s) below is/are all the signature(s) necessary to make this Authorization effective as to entries to the account. BOA is not liable for any act or omission of any automated clearing house depository, or other person, including the originating depository financial institution.

I (we) hereby indemnify and hold harmless BOA, and any of its officers, directors, employees, agents or representatives for any and all claims, demands, losses, liabilities or expense, including attorneys; fees and expenses, directly or indirectly resulting or arising out of breach of these warranties and representations.

This Authorization contains the agreement of the parties with respect to the subject matter herein. This Authorization may be amended only in writing signed by both parties.

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Merchant Location Agreement

This Merchant Location Agreement (this "Agreement") is entered into by SandP Solutions, Inc. an Illinois corporation, also doing business under the name "Bitcoin of America" ("BOA") and the undersigned Merchant.

Merchant and BOA agree as follows:

1 Definitions. The terms used herein shall have the meanings given to such terms as set forth in this Section 1 or as defined elsewhere in this Agreement or any Attachment hereto.

1.1 "Service Requirements" include BOA's Anti-Money Laundering Policy, BOA's Terms of Use, BOA's Bank Secrecy Act Compliance Policy, any operations manuals, user guides, customer forms, receipts, record retention schedules, rate schedules, policies, rules and regulations, all as may be amended from time to time by BOA.

1.2 "Merchant Location Services" means the offering to the public by Merchant at Merchant's Location or Locations of payment processing services through access to BOA's tablet computer ("Tablet") and printer solely for the purpose of the customers of BOA executing an exchange of fiat currency for Bitcoin or other crypto-currency identified by BOA from time to time. All amounts processed and collected from the customer shall be the funds of BOA and deposited by Merchant into a BOA approved and/or designated account. Merchant is accepting payment only as an integral part of the sale of Bitcoin or other crypto-currency owned and made available by BOA. The risk of loss in the customer's exchange of fiat currency for Bitcoin or other crypto-currency, whether by fraud or otherwise, is assumed totally by BOA.

1.3 “Merchant Compensation” means $2.00 for each transaction, plus one percent (1%) of the gross amount processed, collected and deposited by the Merchant into the approved and/or designated BOA bank account with respect to each exchange completed on the Tablet. BOA will calculate this amount at least monthly based on the amount deposited by Merchant during the preceding month.

2 Delegation. BOA retains Merchant for the sole and limited purpose of offering the Merchant Location Services in accordance with the terms and conditions of this Agreement and Merchant shall comply with the terms, conditions and procedures set forth in this Agreement and any Exhibit to this Agreement, as they may be amended from time to time.

3 Location.

3.1 Hours. Merchant shall offer the Merchant Location Services at the Merchant Location or Locations at all times the Merchant is open for business.

3.2 Change of Location. Merchant shall not change any location at which the Merchant Location Services are being offered without giving BOA 90-days prior notice. Merchant shall not offer the Merchant Location Services at a location other than a Merchant Location without giving BOA 90-days prior notice and without BOA's written prior approval.

3.3 Additional Locations. Merchant agrees that this Agreement shall apply to all locations listed on Exhibit A attached hereto (the "Initial Locations"). Merchant further agrees that all additional locations of Merchant, whether newly opened or acquired after the Effective Date, shall offer the Merchant Location Services pursuant to the terms of this Agreement as soon as reasonably possible after such opening or acquisition. Inclusion of additional locations under this Agreement shall be subject to BOA's prior written approval.

4 Advertising; Trademarks.

4.1 Advertising. Merchant agrees to advertise and promote the Merchant Location Services so as to develop consumer interest and confidence in the Merchant Location Services and to enhance the goodwill associated therewith. Merchant shall (a) participate in any BOA promotional program, and, (b) make prominent use of signs, brochures, displays, decals and other promotional materials provided by BOA.

4.2 Approval. Merchant may promote any of the Merchant Location Services in its own advertising or promotional materials in any form of media, including radio, television, print or the Internet, subject to the prior written approval of BOA.

4.3 Trademarks. Merchant is granted a nonexclusive, royalty-free right to use the trade names, trademarks, trade dress, symbols, logos and copyrighted material (collectively "Trademarks") of BOA specified by BOA from time to time, and BOA is granted the nonexclusive, royalty-free right to use Merchant's Trademarks, each for the limited purpose of advertising and promoting the Merchant Location Services, and subject in each case to the prior written approval of the party whose Trademarks are being used. Each party agrees that use of any other party's Trademarks shall not confer any proprietary right thereto. Each party shall cease all use of the other party's Trademarks immediately upon termination or suspension of this Agreement.

4.4 Press Releases. No party may issue any press release or other public notice relating to the subject matter of this Agreement without the prior written approval of the other party.

5 Confidentiality.

5.1 Merchant acknowledges that all records and information regarding consumers that Merchant may collect relating to the Merchant Location Services (including but not limited to, information provided by consumers on the Tablet or printed in a receipt or confirmation) ("Consumer Information") is the exclusive property of BOA. Merchant agrees that it shall only use the Consumer Information in its performance of the Merchant Location Services, and that Merchant shall not use, sell, rent, exchange or otherwise disclose the Consumer Information to any party other than BOA for any purpose whatsoever without the prior written consent of BOA, except as may be required by Applicable Law. All Consumer Information shall be provided to BOA upon its request. If BOA shall consent to any collection, use or transfer of Consumer Information, then Merchant warrants to BOA that such collection, use and transfer shall be accomplished in full compliance with all applicable laws and regulations governing data protection and consumer privacy, and with the Service Requirements. In the event that Merchant receives a request or demand to disclose any Consumer Information outside of the ordinary course of reporting Merchant shall immediately notify BOA and, if requested by BOA, will fully cooperate with any effort to obtain a protective order or any other protective measures. Merchant shall cooperate fully with BOA in implementing all procedures mandated by law in order to protect consumer privacy and/or consumer data, and any such commercially reasonable policies and/or procedures implemented by BOA.

5.2 Merchant agrees that neither Merchant nor its officers, principals or employees shall use, sell, rent, exchange or otherwise disclose to any person or entity, other than BOA, and other than for purposes of Merchant's performance under this Agreement, or as may be required by Applicable Law: (a) sales or transaction volumes, revenues, earnings, commission rates, terms, conditions or payments hereunder; (b) any other confidential information with respect to BOA, the Merchant Location Services, (c) the Tablet, or, (d) any software contained on the Tablet or run from the Tablet. Merchant will not permit the Tablet to leave the Location or to be used for any purpose other than the provision of the Merchant Location Services.

5.3 Merchant's Financial Information. BOA agrees that it shall not sell, rent, exchange or otherwise disclose any financial information of Merchant to any party other than as may be required by law or as may be voluntarily reported to a governmental or regulatory agency by BOA, pursuant to its internal compliance policies or in connection with money transmission or anti-money laundering laws or regulations.

6 Compliance with Laws.

6.1 Compliance with Laws. Merchant shall comply (and shall cause its officers, principals and employees to comply) with all federal, state and local laws and regulations applicable to Merchant's business and to Merchant's provision of the Merchant's Services, as the same may be amended from time to time (collectively "Applicable Law"), including but not limited to: (a) state licensing laws; (b) the Bank Secrecy Act (31 U.S.C. § 5311 et. seq., and its implementing regulations, 31 C.F.R. Part 1022); (c) the IRS's cash reporting requirements (26 U.S.C. § 60501) and related regulations; (d) state currency reporting requirements; (e) federal and state anti-money laundering laws, including all rules and regulations promulgated thereunder (e.g., 18 U.S.C. §§ 1956 and 1957); (f) all applicable federal and state privacy laws and regulations; (g) the USA PATRIOT Act; (h) the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1073 and related regulations); (i) the Consumer Financial Protection Bureau Remittance Rules (77 FR §§ 6194, 40459 and 50243) and related regulations; and (j) all applicable federal and state laws regulating access for the disabled, including but not limited to the Americans with Disabilities Act.

6.2 Anti-Money Laundering. Merchant will cooperate with BOA to insure compliance with all state and federal anti-money laundering laws, rules and regulations. Merchant consents to permit BOA to monitor and review Merchant's activities, Merchant's risk assessment policies, and Merchant's due diligence and practices in enforcing any applicable laws, rules or regulations, whether directly by BOA or through a third-party retained by BOA. Merchant further agrees to abide by the terms of any procedures or compliance program developed by BOA, to correct any noncompliance by Merchant, and to abide by any corrective policies or procedures developed by BOA.

6.3 Compliance with BOA Policies. Among other things, Merchant will comply with BOA's policies and procedures to identify suspicious or unusual behavior engaged in by Merchant or its personnel and to comply with BOA's monitoring policies and procedures.

6.4 Failure to Comply. Any failure on the part of Merchant to comply with any law, rule, regulation, policy or procedure identified in this Article 6 shall permit BOA to terminate Merchant immediately, for cause and without any liability of any sort on the part of BOA.

7 Representations and Warranties.

7.1 Merchant and its Employees. With regard to itself, and on behalf of its officers, principals and all other Merchant employees and/or representatives with managerial oversight and/or responsibility for Merchant Locations offering the Merchant Location Services, Merchant represents and warrants that: (a) none of them has been charged with or convicted of (or plead guilty or no contest to) any (i) felony, or (ii) misdemeanor involving or relating to financial services or a financial services-related business, fraud, false statements or omissions, theft or any wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to commit any of these offenses that has not been disclosed to BOA, in writing, prior to the Effective Date; (b) none of them is subject to any (i) criminal investigation, including, but not limited to a subpoena issued by a federal or state court to produce records or testimony or a search warrant issued by a federal or state court, or (ii) regulatory or administrative action, order, or proceeding by a governmental agency or self-regulatory organization; (c) none of them is subject to any pending material civil litigation; (d) none of them is subject to a bankruptcy petition, receivership proceedings, or similar events. This representation and warranty shall be deemed an ongoing representation and warranty from Merchant. In accordance with Section 13.1 of this Agreement, Merchant shall provide notice to BOA within forty-eight hours after any of the foregoing representations or warranties shall cease to be true at any time during the term of this Agreement.

7.2 Authority. Merchant represents and warrants that: (a) Merchant has full power and authority to enter into this Agreement; (b) the execution, delivery and performance by Merchant of this Agreement will not constitute a default (or an event which, with notice or lapse of time or both, would cause a default) under any contract or agreement to which Merchant or any of its affiliates are a party, or require consent or approval from any other party to any such contract; and (c) this Agreement constitutes a legal, valid and binding obligation of Merchant, enforceable against Merchant in accordance with the terms and conditions of this Agreement.

7.4 Acknowledgment of Responsibility and Training.

Merchant represents and acknowledges that it: (a) has been instructed in features and requirements of the Tablet and its software and its capabilities; (b) has reviewed and understands the requirements and expectations of BOA regarding transaction processing and BOA's Anti-Money Laundering program and policies; (c) must identify any suspicious activity or transaction; (d) must verify the identity of each customer using the Tablet; (e) must comply with BOA's Anti-Money Laundering program; (f) will report any suspicious activities related to the use of the Tablet immediately to BOA via email at ; (g) each employee with access to the Tablet will receive training on its use and on the BOA Anti-Money Laundering program before permitting access by a customer to the Tablet; (h) understands that for orders of $1,999 and above the user of the Tablet must scan valid government Issued ID; and, (i) understands that, if Merchant has any questions related to the Tablet or its use, it will immediately contact BOA at .


8. Term and Termination.

8.1 Term. This Agreement shall be effective on the Effective Date and continue in force for a period of five years (the "Initial Term"), unless otherwise terminated as provided herein. This Agreement shall automatically renew for an additional term of five years (the "Renewal Term"), unless either party provides the other party with at least 12, but not more than 24, months prior written notice of termination. Upon expiration of the Initial Term and the Renewal Term, this Agreement shall continue in effect, subject to the right of either party to terminate this Agreement at any time thereafter by giving the other party at least 12 months prior written notice of termination.

8.2 Suspension and Termination. BOA may take, or demand that Merchant take (as applicable) any one or more, of the Remedial Actions (as defined below) if BOA, acting in its sole discretion, determines: (i) that a material adverse change in the financial condition or business prospects of Merchant, a principal of Merchant or any guarantor of this Agreement, has occurred, or may occur, in the following twelve (12) months; (ii) that Merchant's continued performance under this Agreement is, or may become, impaired; or (iii) Merchant breaches any of the terms, conditions, representations or warranties set forth in this Agreement (including the provision of false or misleading information) or any other agreement between BOA and Merchant.

83 Remedial Action. As used in this Agreement a "Remedial Action" is defined as: (a) the immediate suspension, or termination, of Merchant's ability to provide one or more of the Merchant Location Services; (b) exercise any legal and/or equitable remedies available to BOA, for which BOA shall be entitled to reimbursement of reasonable attorneys' fees and expenses; or, (c) the offset against any funds that may be due or owing by BOA to Merchant for any damages incurred by BOA.

8.4 Violation of Law. Notwithstanding any other provision of this Agreement to the contrary, BOA may immediately terminate this Agreement if BOA, in its sole discretion, determines that compliance with this Agreement would cause BOA to violate or potentially violate any local, state or federal law or regulation or any court order.

9. Indemnification; Limitation of Liability.

9.1 Indemnification by Merchant. Merchant shall indemnify and hold BOA, its officers, directors, agents and employees, harmless from and against any claims, losses, causes of action, damages, liabilities or expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from: (a) any violation of this Agreement; (b) Merchant's failure to comply with Applicable Law; (c) any failure to adhere to BOA's policies, programs and procedures; (d) any negligence, recklessness or willful misconduct of Merchant, its officers, directors, agents or employees, as applicable; (e) the loss, misuse, theft, burglary, forgery, robbery or other crime, destruction, disappearance and all other causes of loss with respect to the Tablet; or (f) any claim of premises liability involving any of Merchant's locations. The indemnification obligations set forth herein shall survive the termination of this Agreement.

9.2 Indemnification by BOA. BOA shall indemnify and hold Merchant, its affiliates, and their respective officers, directors, agents, and employees, harmless from and against any third party claims, losses, causes of action, damages, liabilities or expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from the intentional, willful or reckless conduct of BOA or from the fraudulent activities of any consumer using the Tablet.


10. Audit and Inspection.

10.1 Records. Merchant shall maintain records with respect to the Merchant Location Services for such period as may be required by law or BOA. Such records shall include copies of all transaction forms, receipts and all other records Merchant may compile in connection with its performance of the Merchant Location Services. Merchant shall provide copies of any such records to BOA upon BOA's request.

10.2 Audit. During the term of this Agreement, and for a period of one year thereafter, BOA shall have the right at any time to audit and inspect Merchant's performance of the Merchant Location Services and Merchant's compliance with this Agreement, the policies, programs and procedures of BOA, and Applicable Law.

11. Assignment.

11.1 Any transfer or assignment of this Agreement or any rights hereunder by Merchant, in whole or in part, by operation of law or otherwise, without BOA's prior written consent, is prohibited, constitutes a material breach of the Agreement and in BOA's sole discretion shall be voidable. 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 BOA and such assignee or transferee, as the case may be, entered into an agreement identical to this Agreement. Furthermore, Merchant shall indemnify and hold BOA harmless from all liabilities, expenses, costs, fees and fines arising from, or in connection with, such transferee's or assignee's offering of the Merchant Location Services. For purposes of this Agreement, an assignment or transfer shall include, among other things: (a) a Change of Control of Merchant or any person or entity that directly controls the Merchant, or (b) the transfer or sale of any substantial part (10% or more in value) of the total assets of Merchant. "Change of Control" means that: (i) the persons directly or indirectly owning the voting stock or interests shall cease to own, directly or indirectly, more than 10% of all such voting stock or interests (on a fully-diluted basis); and/or (ii) the persons directly or indirectly owning the voting stock or interests shall otherwise cease to have such ability, directly or indirectly, to elect the majority of the board of directors or other governing members. Under no circumstances shall any assignment or transfer of this Agreement by Merchant release Merchant from its obligations hereunder unless BOA consents to such a release in writing.

11.2 Merchant shall provide BOA with written notice of Merchant's intent to liquidate, substantially change the basic nature of its business, or transfer or sell any substantial part (10% or more in value) of its total assets. Merchant shall also notify BOA of any judgment, writ, warrant of attachment, execution or levy against any substantial part (10% or more in value) of Merchant's total assets not later than three days after Merchant obtains knowledge of any such judgment, writ, warrant of attachment, execution or levy.

11.3 BOA may assign or transfer this Agreement and its rights hereunder and may delegate its duties hereunder, in whole or in part, to any third party, whether in connection with a change in ownership or otherwise, without the consent of Merchant.

11.4 Except as provided in the following sentence, this Agreement will inure to the benefit of BOA, its successors and assigns. No assignee for the benefit of creditors, custodian, receiver, trustee in bankruptcy, debtor in possessions, sheriff, constable or any other officer of the court, or other person charged with taking custody of Merchant's assets or business, shall have any right to continue or to assume or to assign this Agreement.

12. Notices.

12.1 Delivery. All notices hereunder shall be in writing and shall be deemed given when personally delivered, or when sent by facsimile transmission with receipt confirmed, one day after being sent by a reputable overnight courier, or three business days after being mailed by certified mail, return receipt requested, in each case directed: (a) if to Merchant, to the address of the Location; (b) if to BOA, to the BOA Legal Department at or (c) to such other address for each party as is specified by such party in a notice given to the other party.

12.2 Additional Notice Events. In addition to the events requiring notice under this Agreement, Merchant shall provide notice to BOA within forty-eight hours in accordance with Section 13.1 of this Agreement upon the discovery of any of the following events involving or relating to itself, its officers, principals and all other Merchant employees and/or representatives, whether or not a criminal offense: (a) fraud; (b) dishonest activities; (c) embezzlement; (d) acting without a license, registration, or authorization required under applicable law; (e) making of false statements or omissions in any communications with BOA or a governmental agency; (f) larceny; (g) forgery; (h) holdups, thefts, including loss or theft of the Tablet, burglaries, or check kiting schemes; (i) destroying or altering information requested by BOA or a governmental agency; or (j) operating in an unsafe or unsound manner or any other misconduct.

13. Other Provisions.



13.3 Independent Contractors. The parties agree that they are acting hereunder as independent contractors and that nothing in this Agreement shall be construed to constitute either party as a partner, employee or agent of the other (except for the limited purpose of offering the Merchant Location Services as defined herein), and no employee or agent of either party shall be deemed to be the employee or agent of the other. Neither party shall have the authority to make any agreement or commitment, nor incur any liability on behalf of the other, nor be liable for any acts or omissions of the other, except as specifically provided herein.

13.4 This Agreement, including, all Exhibits and Attachments hereto, and any documents incorporated by reference herein, constitutes the entire and sole agreement between the parties with respect to the subject matter herein. This Agreement supersedes all prior understandings, arrangements or agreements, whether verbal or written, between the parties hereto with respect to the subject matter of this Agreement. Provisions of this Agreement that concern or relate to obligations and duties to be performed after the termination of this Agreement shall survive termination of this Agreement to the extent reasonably necessary to effectuate the intent and purpose of such provisions. Except as provided hereinabove, no modification, renewal, extension or waiver of any of the provisions of this Agreement shall be binding upon the parties unless made in writing and signed by the parties. Emails, including emails that bear an electronic "signature block" identifying the sender, shall not constitute signed writings for purposes of this Agreement. No failure of either party to require performance by the other of any provision hereof shall be construed to be a modification of this Agreement or a waiver of any succeeding breach. If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such provision shall be deemed void and the remainder of this Agreement shall continue in full force and effect. Except as expressly set forth herein, nothing contained in this Agreement is intended to confer upon any person not a party hereto any rights, benefits or remedies of any kind or character whatsoever, and no such person shall be deemed a third-party beneficiary under this Agreement. In the event this Agreement references more than one person, corporation, partnership or entity as Merchant, then it is expressly agreed that the liability of such persons or entities hereunder shall be both joint and several. This Agreement shall be construed and enforced in accordance with, and shall be governed by, the laws of the State of Illinois (without regard to any provisions concerning choice of law or conflict of laws which might result in the application of the law of another jurisdiction). In the event this Agreement is translated into a language other than English, it is done solely for convenience purposes, with only the signed English language version of this Agreement being valid and binding upon the parties.

The undersigned have executed the foregoing Agreement to be effective as of the date set forth above.

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