PHOENIX PAYMENT SYSTEMS DBA ELECTRONIC PAYMENT EXCHANGE (EPX) - 2013

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in no event exceed the amount represented by the applicable transaction record, less the fees payable to EPX under this Agreement. In addition, EPX, its affiliates and agents shall not be liable for any incidental, consequential, reliance or special damages in any way connected or arising out of this Agreement or the services provided hereunder. EPX HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 12. In the event an agent of Company delivers any entry or file of entries to EPX, EPX may act in reliance on such entry or file of entries, and it need not inquire of Company as to whether the agent is duly authorized. Company shall be fully liable for the acts and omissions of its agents hereunder. 13. Company shall submit all ACH Transactions that are processed through InfoSend for the particular entity, dba or web property processed by EPX during the term hereof solely to EPX for processing. If Company fails to comply with this provision, Company agrees to pay EPX, a liquidated damages sum within ten (10) days of the date of non compliance. The amount shall equal the greater of i. $250; or ii. 80% of the product of: 1. The average net monthly fees; and 2. The number of months, including any pro rata portion of a month, then remaining prior to the date on which Company may terminate this Agreement in accordance with it terms. Company agrees that the damages suffered as a result of such non compliance would be extremely difficult to calculate with precision. For that reason, the parties hereto agree that the liquidated damages should be computed as set forth above. Any exceptions to this exclusive arrangement must be approved by EPX in advance in writing. 14. This Agreement shall become effective when signed by all parties however the term shall begin upon commencement of processing activity under this Agreement and shall remain in effect for a term of one (1) yeaz unless sooner terminated in accordance with this Agreement. This Agreement shall renew automatically for successive terms of one (1) years each, unless any party provides written notice of termination to the other parties at least 120 days prior to the end of the then current term.. 1 S. The parties agree that any dispute arising out of and/or in the course of the relationship established by this Agreement, or by the Agreement itself, shall be decided, unless mutually resolved by the pazties hereto, in the State where the defendant is physically located, and, the parties hereby submit to said jurisdiction and venue. 16. In the event that any action is filed in relation to this Agreement or the relationship created hereby, the unsuccessful party in the action shall pay to the successful party, in addition to all sums awarded by the court, actual costs and expenses for the successful party's attorneys' fees. 17. All notices hereunder shall be in writing, in English, and shall be deemed properly given when (1) sent by certified mail, return receipt requested, (2) sent by fax with confirmation of receipt by telephone, or (3) delivered by a nationally recognized overnight delivery service, to the addresses listed herein for the respective parties. A party may change such address by written notice to the other party hereto in accordance with this section at least thirty (30) days prior to the initial use of the revised address. 18. If any provision of this Agreement or any application thereof to any person or circumstance shall be held to be invalid by a court of competent jurisdiction or unenforceable to any extent, the remainder of the Agreement and the application thereof to other persons or circumstances shall not be affected thereby and shall be limited or modified to the minimum extent necessary to be enforceable. 19. This Agreement may not be assigned by Company without the prior written consent of EPX as long as the assignment is to a third party that is integrated into InfoSend. EPX may assign this Agreement without limitation. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 20. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if in writing and. signed by each party or an authorized representative of each party. This Agreement, together with the Schedules attached hereto, supersedes any other agreement, whether written or oral, that may have been made or entered into by any party (or by any officer or officers of any party) relating to the matters covered herein and constitutes the entire agreement of the parties hereto. Initials GDS VFRc11?602228.2