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Harbortouch POS Account Submission Checklist - United Bank Card

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<strong>Harbortouch</strong> <strong>POS</strong> <strong>Account</strong> <strong>Submission</strong> <strong>Checklist</strong>Free <strong>POS</strong> Service Agreement (Signed)If HT Hospitality or QSR & Delivery, provide copy of restaurant’s menu1. Make sure to send the COMPLETE menu (include any drink menus, dessert menus, etc.)2. Include prices for all menu items as well as any modifier/choice costs3. If the merchant has a digital copy of the menu, please submit that along with theprocessing agreement/service agreement to apps@harbortouch.comIf HT Retail/Spirits/C-Store, include inventory listMerchant Application (Signed and initialed in appropriate places)Include merchant’s email addressInclude sales rep’s email address<strong>POS</strong> <strong>Account</strong> Setup Form (Must be filled out in detail)Voided Check OR <strong>Bank</strong> LetterCopies of Two (2) Consecutive, Recent Statements (If currently processing)Business License OR Tax ID Certificate OR Articles of Incorporation OR Interior/Exterior Photo(If new business without past statements, two of the above items are required)Please note: <strong>Harbortouch</strong> underwriting may ask for additional information/documents depending on whattype of merchant account is submitted.


H A R B O R T O U C HM E R C H A N T A P P L I C AT I O NVISA DISCLOSUREMEMBER BANK (ACQUIRER) INFORMATIONMERCHANT INFORMATIONACQUIRER NAME:ACQUIRER ADDRESS:ACQUIRER PHONE:First National <strong>Bank</strong> of Omaha1620 Dodge Street, Omaha, NE 68197(800) 853-9586MERCHANT DBA NAME:MERCHANT ADDRESS:MERCHANT PHONE:IMPORTANT MEMBER BANK (ACQUIRER) RESPONSIBILITIES1. A Visa Member is the only entity approved to extend acceptance of Visa products directly to a Merchant.2. A Visa Member must be a principal (signer) to the Merchant Agreement.3. The Visa Member is responsible for educating Merchants or pertinent Visa Operating Regulations with whichMerchants must comply.4. The Visa Member is responsible for and must provide settlement funds to the Merchant.5. The Visa Member is responsible for all funds held in reserve that are derived from settlement.IMPORTANT MERCHANT RESPONSIBILITIES1. Ensure compliance with cardholder data security and storage requirements.2. Maintain fraud and chargebacks below thresholds.3. Review and understand the terms of the Merchant Agreement.4. Comply with Visa Operating Regulations.The responsibilities listed above do not supercede terms of the Merchant Agreement and are provided to ensure the Merchant understands some important obligations of each party andthat the Visa Member (Acquirer) is the ultimate authority should the Merchant have any problems.xMERCHANT'S SIGNATUREDATEMERCHANT'S NAME AND TITLEHARBORTOUCH2202 North Irving StreetAllentown, PA 18109JUNE12HARBORTOUCH IS A REGISTERED ISO/MSP OF FIRST NATIONAL BANK OF OMAHA, 1620 DODGE ST., OMAHA, NE – FDICTel: 866-563-3045Fax: 908-730-7437www.harbortouch.comPAGE 1 OF 4HT1145_06072012


PROMO CODE:H A R B O R T O U C HAGENT NAMEOFFICE PHONE OFFICE CODEREP CODEASSOCOFFICE USEONLYNEW LOCATION OWNERSHIP CHANGE ADDITIONAL LOCATIONMERCHANT #SIC CODE FAIR ISAAC SCORE ANALYSTSECTION A — PLEASE COMPLETE MERCHANT'S BUSINESS INFORMATIONA1 MERCHANT INFORMATIONNAME OF ACCOUNT (DOING BUSINESS AS)EXACT LEGAL NAMEDBA ADDRESS (IF DIFFERENT FROM LEGAL)CITY COUNTYSTATE ZIPLEGAL ADDRESSCITY COUNTYSTATE ZIPCONTACTTELEPHONE #FAX #FEDERAL TAX I.D. NUMBERMERCHANT E-MAIL ADDRESS (AGENT E-MAIL ADDRESS CANNOT BE ACCEPTED)WEBSITE ADDRESSGO GREEN - OPT IN FOR PAPERLESS STATEMENTS (MUST PROVIDE E-MAIL ADDRESS)TYPE OF OWNERSHIP: SOLE PROPRIETOR PARTNERSHIP CORPORATION LLC NON-PROFIT OTHER:A2MERCHANT PROFILEMERCHANDISE/SERVICE SOLDYEARS IN BUSINESSPERCENT OF BUSINESSLENGTH OF CURRENT OWNERSHIP # OF LOCATIONS MONTHLY VOLUME AVERAGE TICKET AMOUNT HIGHEST TICKET AMOUNT$ $ $HAS MERCHANT OR ANY PRINCIPAL BEEN TERMINATED AS A VISA/MASTERCARD MERCHANT (TMF)?YES NO REASON:HAS MERCHANT OR ANY PRINCIPAL DISCLOSED BELOW FILED BANKRUPTCY OR BEEN SUBJECT TO ANY INVOLUNTARY BANKRUPTCY?YES NO REASON:HAS MERCHANT PREVIOUSLY ACCEPTED CREDIT CARDS? YES NOPROCESSOR:DOES MERCHANT CONDUCT BUSINESS SEASONALLY?PLEASE CONTACT CUSTOMER SERVICE TO DEACTIVATE ACCOUNT DURING SEASONAL MONTHSDOES THE BUSINESS USE ANY THIRD PARTIES IN THE PAYMENT PROCESS?YES NOIF YES, PLEASE LIST:REFUND POLICY:YESNOIF YES, PLEASE PROVIDE COPIES OF MOST RECENT STATEMENTCARD SWIPEDMANUAL KEY WITH IMPRINTMAIL ORDER/TELEPHONE ORDEREach merchant certifies that the average ticket size, highest ticket and sales volume indicated is accurate and acknowledges any variance to this information could result in delayed and/or withheld settlement offunds and/or termination of merchant.E-COMMERCE MERCHANTS ONLYSERVICE PROVIDER:LIST ALL APPLICABLE URL'S FOR YOUR WEBSITE: IF E-COMMERCE, DO YOU USE A FULFILLMENT CENTER? YES NOIF YES, PLEASE LIST CONTACT INFORMATION:TOTALWHEN IS THE CARDHOLDER BILLED FOR PRODUCTS/SERVICES? ON ORDER SHIPMENTDELIVERY OF PRODUCTS: TIME OF SALE 1-3 DAYS 3-5 DAYS 5-15 DAYS 15 DAYS+DETAILED BUSINESS DESCRIPTION:DOES MERCHANT USE A FULFILLMENT HOUSE? YES NODOES YOUR SITE HAVE A SECURE CERTIFICATE? YES NO%%%100%A3PRINCIPAL #1OWNERS OR OFFICERS% OF EQUITY OWNERSHIP PRINCIPAL #2 % OF EQUITY OWNERSHIPSOCIAL SECURITY NUMBERDATE OF BIRTHTELEPHONE #SOCIAL SECURITY NUMBERDATE OF BIRTHTELEPHONE #RESIDENCE ADDRESSRESIDENCE ADDRESSCITY STATE ZIPCITY STATE ZIPA4REFERENCESTRADE REFERENCECONTACT ACCOUNT # TELEPHONE #TRADE REFERENCE CONTACT ACCOUNT # TELEPHONE #A5BANKING INFORMATIONNAME OF MERCHANT'S BANKROUTING/ABA #PLEASE INCLUDE A VOIDED CHECK OR BANK LETTERCONTACT BANK LOCAL TELEPHONE #DBA/CHECKING ACCOUNTIn accordance with the terms set out in the Terms and Conditions, transfer funds will be made to/from the account set forth in the enclosed voided check or bank letter.JUNE12HARBORTOUCH IS A REGISTERED ISO/MSP OF FIRST NATIONAL BANK OF OMAHA, 1620 DODGE ST., OMAHA, NE – FDICPAGE 2 OF 4


B1SECTION B — PLEASE SELECT CARD TYPES AND INPUT THE ACCOUNT RATES AND CHARGESB2 MERCHANT ACCOUNT RATES*MERCHANT TYPE: RETAIL RESTAURANT FUEL LODGING MOTO E-COMMERCE SUPERMARKET OTHERSELECT ONE:B3B42 - TIER (MOTO/E-COMMERCE ONLY)3 - TIER4 - TIERRATE 1:RATE 1:RATE 1:RATE 2: RATE 1 + 1.79% + 10¢RATE 2: RATE 1 + 1.39% + 10¢ RATE 3: RATE 1 + 1.79% + 10¢RATE 2:®VISA/MASTERCARD/DISCOVER NETWORKSECTION B2 % + 25 ¢ TRANSACTION FEEPIN DEBIT (INCLUDES NETWORK PASS-THROUGH)% + 35 ¢ TRANSACTION FEEEBTN/A % + ¢ TRANSACTION FEEAMERICAN EXPRESSSET BY AMEX % + 25 ¢ TRANSACTION FEECHECK ONE FOR AMERICAN EXPRESS:RETAIL $0.10 TRANS FEE + 0.30% CNP DOWNGRADESERVICES, WHOLESALE + ALL OTHER$0.15 Trans FeeWRIGHT EXPRESS (WEX)SERVICE FEESTRANSACTION CHARGESSERVICE CHARGESANNUAL FEE $MONTHLY MINIMUM $VERIFONE Vx510 TERMINALNURIT 8320 TERMINALHYPERCOM T7PLUS TERMINALNURIT 2085 TERMINALAUTHORIZE.NETOTHER:E-MAIL ADDRESS:RATE 3: RATE 2 + 1.39% + 10¢ RATE 4: RATE 2 + 1.79% + 10¢BATCHVOICE AUTHORIZATION FEECHARGEBACK FEERETRIEVAL REQUESTNSF FEESET BY WEX % + 20 ¢ EACHVOYAGER3.5 % + 20 ¢ EACHMONTHLY SERVICE FEEDEBIT ACCESS FEESECTION C — PLEASE SELECT OPTIONAL SERVICESC1C3C4FT PROGRAMHYPERCOM T4210/T4220 TERMINALNURIT 8020 WIRELESS TERMINALNURIT 8500X TERMINALRDM CHECK IMAGERONLINE GATEWAY & VIRTUAL TERMINAL SERVICEWIRELESS TERMINALS (PER TERMINAL) WHEN APPLICABLESETUP FEE: $35.00 EACH MONTHLY FEE: $19.95 EACH TRANSACTION FEE: $0.05 EACHC6MANUAL IMPRINTER®YES If yes, the cost is $35.00. Visa/MC/Discover Network regulations require an imprint for non-swipe transactions.NO, DO NOT WANT ONE By checking this box and initialing below, the merchant acknowledges that animprint is required for non-swiped transactions.ONLINE ACCOUNT REPORTING – HARBORTOUCH ONLINESETUP FEE (COLLECTED BY SALES AGENT)GATEWAY ACCESS FEEPER TRANSACTION FEE$$$DDA CHANGE FEE $SPECIAL PETROLEUM CARD TYPES (WRIGHT EXPRESS SETUP REQUIRES ADDITIONAL PAPERWORK. A $25.00 SETUP FEE PER LOCATION, PER SPECIAL CARD TYPE WILL BE ASSESSED)C8VISA CREDITVISA DEBIT25.00CHECK SERVICESCURRENT SERVICE PROVIDER CURRENT RATE CURRENT MONTHLY CHECK SALES TOTAL MONTHLY CHECK LOSSES$ $PLEASE SELECT CHECK CONVERSION PLUS OR STANDARD CHECK SERVICE (SEE TERMS AND CONDITIONS FOR DETAILS. CHECK IMAGER REQUIRED.)CHECK CONVERSION PLUS (MAXIMUM APPROVAL LIMIT OF $1,000.00) STANDARD CHECK SERVICE (MAXIMUM APPROVAL LIMIT OF $1,000.00)SELECT ENHANCEMENT PACKAGE:ENHANCEMENT PACKAGE #1 (INCLUDES BUSINESS CHECKS)ENHANCEMENT PACKAGE #2 (INCLUDES STOP PAYMENT CHECKS)DISCOUNT RATEREQUESTED CARD TYPESAll card types will be applied for unless otherwise instructed.MERCHANT'S INITIALS: _________MASTERCARD CREDITMASTERCARD DEBIT®DISCOVER NETWORK CREDIT®DISCOVER NETWORK DEBIT$5.00/MONTH$10.00/MONTHSELECT PREMIUM:MULTIPLE CHECK PREMIUMSTOP PAYMENT PREMIUMENHANCEMENT PACKAGE (INCLUDES ALL PREMIUMS)DISCOUNT RATESTANDARD FEES: TRANSACTION FEE: $0.25/TRANSACTION, SUBSCRIPTION FEE: $10.00/MONTH, MONTHLY MINIMUM FEE: $30.00/MONTH, RETURNEDITEM FEE: $3.00/ITEM, CHARGEBACK FEE: $25.00/ITEM. CANCELLATION FEE: $199.00AMERICAN EXPRESSVOYAGERWRIGHT EXPRESSIC PLUS NET GROSSCREDIT: INTERCHANGE, DUES & ASSESSMENTS + % + ¢DEBIT: INTERCHANGE, DUES & ASSESSMENTS + % + ¢®Please review the Rate Descriptions in your Terms and Conditions for additional information on which interchange programs qualify as Visa Rewards, Visa Signature and Master<strong>Card</strong> World, Master<strong>Card</strong> Enhanced and Discover Network premium cards.If a Merchant participates in the FT Program, equipment breaks due to normal wear and tear, and theMerchant has processed an electronic transaction through <strong>Harbortouch</strong> within the fifteen (15) days of thedate of when a terminal breaks (in <strong>Harbortouch</strong>'s sole discretion), Merchant shall receive a priorityreplacement of a comparable terminal. Merchant is responsible for shipping costs of the terminal (initialor replacement). Additional Terms and Conditions apply.$$C2CASIO TK 1550ECR PROGRAMCASIO TE I500DEBIT$$0.35EBT1.7530.0025.0025.0025.00EACHEACHEACHEACHEACHEACHOnline reporting through <strong>Harbortouch</strong> Online is provided free of charge with your merchant account. <strong>Harbortouch</strong> Onlineprovides online access to daily transaction history, settlements, deposits, fees, charge-backs, and end of month statements.PAPER & SUPPLIES PROGRAM<strong>Harbortouch</strong>'s paper and supplies program allows you to obtain a reasonable amount of processing supplies including printerpaper and ribbons. Merchant is only responsible for shipping and handling charges.Merchants participating in the ECR Program will receive one (1) ECR with integrated processing. For the first ECR, merchant is required to have anannual fee of $79. After the first ECR, merchant will be required to have an annual fee of $79 for each additional ECR plus a Rental Fee for eachadditional ECR. Shipping charges are applicable for every shipment of an ECR (initial or replacement). Some merchants may be accepted into theECR Program with a Security Fee to cover amounts owed at the termination of the Agreement. Please see terms & conditions for details.MONTHLY RENTAL FEE (PER ADD'L REGISTER): $NUMBER OF REGISTERS:C5(Do not fill out if selling/leasing ECR, complete account setup form only)E-MAIL ADDRESS:SHIPPING (PER TERMINAL ):GROUND $25.00 2ND DAY AIR $51.50 NEXT DAY AIR $76.95 SHIPPING (PER REGISTER ): GROUND $25.00 2ND DAY AIR $51.50 NEXT DAY AIR $76.95CHARGE ANYWHERE MOBILE SOLUTIONSMONTHLY FEE: $5.00 TRANSACTION FEE: $0.04C7®CHARGE ANYWHERE PLUG-INDesigned for use with QuickBooks®MONTHLY FEE: $5.00 TRANSACTION FEE: $0.03$$$$0.02/TRANSACTION$0.02/TRANSACTION$5.00/MONTHx BY INITIALING HERE, I AGREE TO THE ABOVE:FREEFREE® ®*Intuit , the Intuit logo, and QuickBooks , among others, are registered trademarks and/or service marks of Intuit Inc. in the <strong>United</strong>States and other countries. <strong>Harbortouch</strong> is in no way affiliated with nor sponsored or endorsed by Intuit.JUNE12HARBORTOUCH IS A REGISTERED ISO/MSP OF FIRST NATIONAL BANK OF OMAHA, 1620 DODGE ST., OMAHA, NE – FDICPAGE 3 OF 4


SECTION C (CONTINUED) — PLEASE SELECT OPTIONAL SERVICESC10FREE GIFT CARD ENROLLMENTBy choosing this option, I understand that I will be enrolled in a 60 day trial gift card program and will receive 50 free customized gift cards, 50 gift card sleeves withenvelopes, a window decal, an acrylic display stand with insert and two register decals. Merchant will receive an email with a link to customize and order their 50 freecards using the online wizard.YES! PLEASE ENROLL ME IN HARBORTOUCH'S GIFT CARD PROGRAM AND SEND ME 50 FREE CUSTOM GIFT CARDSHARBORTOUCH <strong>POS</strong> SYSTEMSLOWER 48 STATES: SHIPPING (PER BASE PACKAGE): GROUND - $25.00 2ND DAY AIR - $51.50 NEXT DAY AIR - $76.95SHIPPING (PER ADDITIONAL ACCESSORY): GROUND - $11.00 2ND DAY AIR - $26.00 NEXT DAY AIR - $39.00ALASKA & HAWAII: SHIPPING (PER BASE PACKAGE): GROUND - $115.00 2ND DAY AIR - $139.00SHIPPING (PER ADDITIONAL ACCESSORY): GROUND - $57.00 2ND DAY AIR - $75.00FNBO is authorized to perform such functions under the Terms and Conditions, for the purposes set forth in the Terms and Conditions.MERCHANT LOCATION: RETAIL LOCATION WITH STOREFRONT OFFICE BUILDING RESIDENCE OTHER:WHOM DOES THE MERCHANT LEASE FROM? (NAME & TELEPHONE #)SQUARE FOOTAGE: 0-250 251-500 501-2000 2000+DOES THE AMOUNT OF INVENTORY AND MERCHANDISE ON SHELVES APPEAR TO BE CONSISTENT WITH THE TYPE OF BUSINESS? YES NOFURTHER COMMENTS BY INSPECTOR (MUST BE COMPLETED):AGREED AND ACCEPTEDxPRINCIPAL#1 FROM APPLICATION — SIGNATURE DATE PRINCIPAL#2 FROM APPLICATION — SIGNATUREPRINT NAMEMERCHANT LEGAL NAME:xPRINT NAMEIn witness whereof the parties hereto have caused this agreement to be executed by their duly authorized representatives effective on the date signed or approved by FNBO.PRINT LEGAL NAME OF MERCHANT BUSINESSTHE MERCHANT: OWNS LEASES THE BUSINESS PREMISESPHOTOS ATTACHED? YES NOI hereby verify that this application has been fully completed by merchant and that I physically inspected the business premises of the merchant at this address and the information stated above is true and correct to the best of my knowledge and belief. Anymisrepresentation may result in losses and/or liabilities.xSECTION D — PLEASE REVIEW AND COMPLETE WITH SIGNATURESD1D2D4D5D6D7GIFT CARDS WILL APPLY TO MULTIPLE LOCATIONS ADDRESS OF MAIN LOCATION:During the 60 Day Trial, merchant will pay no monthly fees or cost for the 50 Free Gift <strong>Card</strong> Package or the service. After the 60 day trial, merchant will be assessed a monthly gift card service fee of $9.95. A per-item fee of $0.15 will apply for each gift cardtransaction, inquiry attempt, activation or decline. For multiple locations, the main location will be billed the monthly and transaction fees for all linked accounts.C11<strong>Harbortouch</strong> Tableside: Number of licenses: ____ x $12.00/month (up to 5 licenses can be supported per Tableside Hub ordered on the Exhibit A - Service Agreement)A Fifty Nine ($59.00) Dollar Quarterly Software Support Fee also applies per system. See Merchant Transaction Processing Agreement Terms and Conditions for complete details. <strong>Harbortouch</strong> <strong>Account</strong> Setup Form and Signed Service Agreement are required toestablish an account. Shipping charges will be assessed on the first monthly statement after account approval.AMERICAN EXPRESSBy signing below, I represent that I have read and am authorized to sign and submit this application on behalf of the entity above and all information I have provided herein is true, complete, and accurate. I authorize American Express Travel Related Services Company, Inc. (“AmericanExpress”) to verify the information in this application and receive and exchange information about me personally, including by requesting reports from consumer reporting agencies. I authorize and direct American Express to inform me directly, or through the entity above, of reportsabout me that American Express has requested from consumer reporting agencies. Such information will include the name and address of the agency furnishing the report. I understand that upon American Express' approval of the entity indicated above to accept the American Express<strong>Card</strong>, the terms and conditions for American Express® <strong>Card</strong> Acceptance (“Terms and Conditions”) will be sent to such entity along with a Welcome Letter. By accepting the American Express <strong>Card</strong> for the purchase of goods and/or services, or otherwise indicating its intention to be bound,the entity agrees to be bound by the Terms and Conditions.DISCLAIMERMERCHANT has indicated above which additional optional services it is requesting. MERCHANT agrees that FNBO is not a party to any agreement for the optional services and any such agreement is strictly between MERCHANT and the company providing the service. MERCHANT must beapproved by each company and each company may send its terms and conditions to the address of MERCHANT indicated herein upon such approval. MERCHANT agrees to be bound by such company’s terms and conditions. Depending upon MERCHANT'S authorization and settlementcomposition, MERCHANT may not have a direct agreement with Discover Network and instead will receive Discover Network services through this agreement with FNBO. If that is the circumstance, the portion of this disclosure pertaining to Discover Network does not apply.D3MERCHANT COMPLIANCEMerchant represents and warrants that as of the date of signing this Agreement and throughout any term of this Agreement that it is Payment <strong>Card</strong> Industry ("PCI") Data Security Standard ("DSS") compliant, and that any hardware or software that Merchantuses during the term of this Agreement to process electronic transactions is Payment Application ("PA") DSS compliant. Merchant further represents and warrants that it is compliant with the requirements of Internal Revenue Code Section 6050W and any otherapplicable federal or state law as it relates to the reporting and processing of electronic transactions. <strong>Harbortouch</strong> reserves the right to impose future fees or withhold payments to Merchant as set forth in the Terms and Conditions and as required by law.FUNDS TRANSFER AUTHORIZATIONSITE SURVEY REPORT (TO BE COMPLETED BY SALES REPRESENTATIVE)AGENT SIGNATURE AGENT NAME (PLEASE PRINT)SALES REP ID DATEPERSONAL GUARANTY (NO TITLES)This general, absolute, and unconditional continuing Guaranty ("GUARANTY") by the undersigned (collectively "GUARANTOR" or "my" or "I' or "me"), is for the benefit of First National <strong>Bank</strong> of Omaha and SPC Inc. (collectively referred to as "FNBO"). For value received, and in considerationof the mutual undertakings contained in the Merchant Transaction Processing Agreement and allied agreements ("AGREEMENT") between FNBO and ("MERCHANT") as set forth below, I absolutely and unconditionally guarantee the full performance of all MERCHANT's obligations to FNBO,together with all costs, expenses, and attorneys' fees incurred by FNBO in connection with any actions, inactions, or defaults of MERCHANT with respect to this AGREEMENT or any other AGREEMENT currently in effect or in the future entered into between MERCHANT or its principals andany of the PARTIES. I waive any right to require FNBO to proceed against other entities or MERCHANT. There are no conditions attached to the enforcement of this GUARANTY. I authorize FNBO, its agents or assigns to make from time to time any personal credit or other inquiries and agreeto provide, at FNBO's request, financial statements and/or tax returns. I agree that this GUARANTY shall be governed and construed in accordance with the laws of the state of Nebraska, and that the courts of the state of Nebraska shall have and be vested with personal jurisdiction overme. This is a continuing GUARANTY and shall remain in effect until one hundred eighty (180) days after receipt by FNBO of written notice by me terminating or modifying the same. The termination of the AGREEMENT or GUARANTY shall not release me from liability with respect to anyobligations incurred before the effective date of termination. No termination of this GUARANTY shall be effected by any change in my legal status or any change in the relationship between MERCHANT and me. This GUARANTY shall bind and inure to the benefit of the personalrepresentatives, heirs, administrators, successors and assigns of GUARANTOR and FNBO.SIGNATURESBY THEIR EXECUTION BELOW, THE UNDERSIGNED PARTIES AGREE TO ABIDE BY THE MERCHANT TRANSACTION PROCESSING AGREEMENT (THE “AGREEMENT”). THE AGREEMENT CONSISTS OF THE MERCHANT APPLICATION AND THE TERMS AND CONDITIONS (A SEPARATE ATTACHMENT HERETO),AND MERCHANT ACKNOWLEDGES RECEIPT OF THE TERMS AND CONDITIONS AT THE TIME OF SIGNING. MERCHANT WARRANTS THAT THE INFORMATION PROVIDED ON THE APPLICATION IS COMPLETE AND ACCURATE. MERCHANT AUTHORIZES FNBO TO PROVIDE A COPY OF THEIR APPLICATION TOANY THIRD PARTY FOR THE SERVICES REQUESTED. MERCHANT, AND ITS SIGNING OFFICER/OWNER/PARTNER, AUTHORIZE FNBO, OR ITS AGENTS OR ASSIGNS TO MAKE, FROM TIME TO TIME ANY BUSINESS AND PERSONAL CREDIT AND OTHER INQUIRIES. DEPENDING UPON MERCHANT'SAUTHORIZATION AND SETTLEMENT COM<strong>POS</strong>ITION, THE REFERENCES TO DISCOVER NETWORK IN THIS AGREEMENT MAY NOT APPLY, AND MERCHANT MAY CONTRACT DIRECTLY WITH DISCOVER NETWORK FOR THESE SERVICES.”If the AGREEMENT is terminated early during the INITIAL TERM or any RENEWAL TERM for any reason other than set out in paragraph 5.1, 5.2.A or 5.2.B, MERCHANT agrees to pay <strong>Harbortouch</strong> an early termination fee ("EARLY TERMINATION FEE") of two hundred fifty dollars ($250) or thirtyfive dollars ($35) multiplied by the number of months remaining in the merchant agreement (whichever is greater) per Merchant Identification Number ("MID"). MERCHANT agrees that this fee is not a penalty, but rather a reasonable estimation of the actual damages <strong>Harbortouch</strong> wouldsuffer if <strong>Harbortouch</strong> were to fail the receive the processing business for the then current term. MERCHANT agrees that the EARLY TERMINATION FEE shall also be due to <strong>Harbortouch</strong> if MERCHANT discontinues submitting SALES for procesing during the INITIAL TERM or any RENEWAL TERMof the AGREEMENT. Paragraph references and capitalized terms not defined in this paragraph are defined in the Terms and Conditions. Designated Cancellation Forms must be faxed to <strong>Harbortouch</strong>.DATExxPRINCIPAL#1 FROM APPLICATION — SIGNATURE DATE PRINCIPAL#2 FROM APPLICATION — SIGNATUREDATEPRINT NAMExACCEPTED BY HARBORTOUCHTITLEPRINT NAMExACCEPTED BY FIRST NATIONAL BANK OF OMAHATITLESPECIAL INSTRUCTIONS (MAY REQUIRE APPROVAL):JUNE12HARBORTOUCH IS A REGISTERED ISO/MSP OF FIRST NATIONAL BANK OF OMAHA, 1620 DODGE ST., OMAHA, NE – FDICPAGE 4 OF 4


H A R B O R T O U C HMERCHANT DBA NAME (“Merchant”):<strong>Harbortouch</strong> Point of Sale System Service Agreement<strong>POS</strong> CLASSIC EXHIBIT ADATE:MERCHANT LEGAL NAME:MERCHANT ADDRESS:CITY: STATE: ZIP:MERCHANT PHONE:E-MAIL ADDRESS:TYPE OF OWNERSHIP: SOLE PROPRIETOR PARTNERSHIP CORPORATION LLC NON-PROFIT OTHER:OWNERS OR OFFICERSPRINCIPAL #1% OF EQUITY OWNERSHIP PRINCIPAL #2% OF EQUITY OWNERSHIPSOCIAL SECURITY NUMBERDATE OF BIRTHTELEPHONE #SOCIAL SECURITY NUMBERDATE OF BIRTHTELEPHONE #RESIDENCE ADDRESSRESIDENCE ADDRESSCITY STATE ZIPCITY STATE ZIPENROLLMENT OPTIONSFor the Service Fees set forth below and in accordance with the terms and conditions set forth in the Service Agreement the Merchant shall receive the following service:I. BASE PACKAGE1 FIVE (5) WIRE TOUCH SCREEN MONITOR WITH MAGNETIC STRIPE READER1 HARBORTOUCH PROCESSING STATION1 CASH DRAWER1 RECEIPT PRINTER1 BAR CODE READER (RETAIL MERCHANTS ONLY)1 CUSTOMER DISPLAY POLE (STANDARD FOR RETAIL MERCHANTS. AVAILABLE FOR PURCHASE FOR HOSPITALITY/QSR MERCHANTS)1O SERVER CARDS (HOSPITALITY/QSR MERCHANTS ONLY)1 KEYBOARD AND 1 MOUSEHARBORTOUCH <strong>POS</strong>: NUMBER OF SYSTEMS x $59.00/month TOTAL PRICE: $ /monthTerm of Service Agreement is sixty (60) months. See Terms and Conditions for further details.II. OPTIONAL ADD-ONS (“Add-Ons”)For an additional monthly per-item service charge Merchant shall be entitled to service for the Add-Ons as set forth in the Agreement.plus local, federal, and state taxesPRODUCT/SERVICE QUANTITY MONTHLY COST TOTAL COSTRemote Printer - ThermalRemote Printer - Dot Matrix $10.00 $Advance Wiring Package (per cable drop)CAS PD-II Digital Scale (reads in pounds and/or ounces) $16.95 $Kitchen Video System (includes screen. Hospitality only)$7.00$8.00TOTAL OPTIONAL ADD-ONS:TOTAL MONTHLY SERVICE FEE (SECTION I + SECTION II):$$$26.00 $Caller ID - 2 Line $8.00 $Caller ID - 4 Line $12.00 $Caller ID - 8 Line $18.95 $<strong>Harbortouch</strong> Tableside Hub (for iPad ordering. Hospitality only*) $39.00 $*Each hub supports up to five (5) monthly licenses. Does not include iPads. See Merchant Application for software license fees.III. OPTIONAL ACCESSORY PURCHASES(These Items are Purchased by Merchant before or after initial sale and are NOT part of the Service Agreement. All products received “as is, whereis”)$ /month$ /monthplus local, federal, and state taxesPRODUCT/SERVICE QUANTITY PRICE TOTAL COSTRemote Printer - Thermal $165.00 $Remote Printer - Dot Matrix $260.00 $Debit Pin-Pad (Retail Merchants Only)Cash Till$89.00$14.95Additional Cash Drawer $94.50 $Customer Display Pole (Hospitality/QSR only. Comes standard for Retail merchants.) $49.00 $25 Server <strong>Card</strong>s (Hospitality/QSR only) $49.95TOTAL OPTIONAL ACCESSORIES:$$$$plus local, federal, and state taxesMERCHANT IS ENTITLED TO ONE (1) STANDARD CABLE DROP UPON ENROLLMENT OF THE BASE PACKAGE. MERCHANT AUTHORIZES HARBORTOUCH, IN ITS REASONABLEDISCRETION, TO INSTALL ADDITIONAL CABLE LINES THAT DO NOT FIT WITHIN THE DEFINITION OF A STANDARD CABLE DROP. MERCHANT SHALL BE BILLED TWO HUNDRED FORTYNINE ($249.00) DOLLARS FOR EACH CABLE DROP AS FURTHER DETAILED IN SECTION 2.1 (C) OF THE SERVICE AGREEMENT. MERCHANT SHALL BE DEBITED THE AMOUNT THEADDITIONAL CABLE DROPS AT THE TIME OF THE NEXT BILLING.PAGE 1PRINCIPAL #1 INITIALS:PRINCIPAL #2 INITIALS:HT1098<strong>POS</strong>_08242012 UPDATED 08/24/2012


ACH Authorization: The service charges as specified in Exhibit A shall be debited from Merchant's account upon the execution of this Agreement andthen monthly on the 1st of every month. All other charges payable hereunder shall be debited during the month in which they have been incurred.Authorized Merchant Representatives signature below authorizes <strong>Harbortouch</strong>, a division of <strong>United</strong> <strong>Bank</strong> <strong>Card</strong>, Inc. (“UBC”), its affiliates, subsidiaries,designated assignees, or third party providers, to initiate ACH transfer entries to credit and/or debit the account identified in the voided check provided to<strong>Harbortouch</strong> for Monthly Service Fees as set forth in Exhibit A. This authorization shall remain in effect unless and until UBC receives written notificationfrom Merchant that this authorization has been terminated in such time and manner to allow UBC to act.Credit Inquiry Authorization: Authorization is hereby granted by the Merchant representative who has signed below to <strong>Harbortouch</strong>, a division of <strong>United</strong><strong>Bank</strong> <strong>Card</strong>, Inc. (“UBC”) to obtain a consumer credit report through a credit reporting agency chosen by <strong>Harbortouch</strong>. Authorized Merchant Representativeunderstands and agrees that <strong>Harbortouch</strong> intends to use the consumer credit report for the purposes of evaluating my financial readiness to enterinto this Service Agreement. Authorized Merchant Representative understands that this credit report will be retained on file at the UBC office for use onlyby UBC staff. This information will not be disclosed to anyone by UBC without written consent unless required by law. Authorized MerchantRepresentatives signature below authorizes the release to the credit reporting agency of financial information which I have supplied to <strong>Harbortouch</strong> inconnection with such an evaluation. Authorization is further granted to the credit reporting agency to use photostatic reproduction of this form if requiredto obtain any information necessary to complete my consumer credit report.SIGNING BELOW GRANTS UBC AUTHORIZATION TO DEBIT THE MERCHANT ACCOUNT AS SET FORTH HEREIN AND GRANTS UBC PERMISSION TOTHE RELEASE OF FINANCIAL INFORMATION TO THE CREDIT REPORTING AGENCY AND GRANTS PERMISSION FOR UBC TO OBTAIN A COPY OF MYCREDIT REPORT.XXPRINCIPAL 1 SIGNATUREPRINCIPAL 2 SIGNATUREDATEDATEPersonal Guaranty: This general, absolute, and unconditional Guaranty (“Guaranty” by the undersigned (collectively “Guarantor” or “my” or “I” or “me”)is for the benefit of <strong>Harbortouch</strong> Financial, LLC. a division of <strong>United</strong> <strong>Bank</strong> <strong>Card</strong>, Inc. (referred to as “<strong>Harbortouch</strong>”). For value received, and in considerationfor the mutual undertakings contained in the Agreements, exhibits, and all other related agreements entered into between Merchant and <strong>Harbortouch</strong> orits parents, affiliates, successors, and assigns, I absolutely and unconditionally guarantee the full performance of all Merchant's obligations to<strong>Harbortouch</strong>, together with all costs, expenses, and attorneys’ fees incurred by <strong>Harbortouch</strong>, its parents, affiliates, successors, or assigns, in connectionwith any action, inactions, or defaults of Merchant with respect to this Agreement or any other Agreement currently in effect or in the future entered intobetween Merchant or its principals and <strong>Harbortouch</strong>, its parents, affiliates, successors, or assigns. I waive any right to require <strong>Harbortouch</strong>, its parents,affiliates, successors, or assigns, to proceed against other entities or Merchant. There are no conditions attached to the enforcement of this Guaranty. Iauthorize, <strong>Harbortouch</strong>, its parents, affiliates or assigns to make from time to time any personal credit or other inquiries and agree to provide, at<strong>Harbortouch</strong>'s request, financial statements and/or tax returns. I agree that this Guaranty shall be governed and construed in accordance with the State ofNew Jersey, and that the courts of New Jersey shall have and be vested with personal jurisdiction. The termination of this Agreement or Guaranty shallnot release me from liability with respect to any obligations incurred before the effective date of termination. No termination of this Guaranty shall beeffected by any change in my legal status or any change in the relationship between Merchant and me. This Guaranty shall bind and inure to the benefit ofthe personal representatives, parents, heirs, administrators, successors and assigns of Guarantor and <strong>Harbortouch</strong>.AGREED AND ACCEPTED:XPRINCIPAL 1 SIGNATUREPRINT NAMEXPRINCIPAL 2 SIGNATUREPRINT NAMEBY THEIR EXECUTION BELOW, THE UNDERSIGNED AGREES TO ABIDE BY THE SERVICE AGREEMENT AND ITS EXHIBITS, THE AGREEMENTCONSISTS OF THE SERVICE AGREEMENT TERMS AND CONDITIONS, EXHIBITS (ENROLLMENT OPTIONS AND MERCHANT AGREEMENT), ANDMERCHANT ACKNOWLEDGES RECEIPT OF SERVICE AGREEMENT TERMS AND CONDITIONS AND MERCHANT AGREEMENT TERMS ANDCONDITIONS, AT THE TIME OF SIGNING. MERCHANT WARRANTS THAT THE INFORMATION PROVIDED TO HARBORTOUCH IS COMPLETE ANDACCURATE.IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT OT BE EXECUTED BY THEIR DULY AUTHORIZEDREPRESENTATIVES EFFECTIVE ON THE DATE SIGNED OR APPROVED BY HARBORTOUCH.AGREED AND ACCEPTED: MERCHANT LEGAL NAME:XPRINCIPAL 1 SIGNATUREPRINT NAMEXPRINCIPAL 2 SIGNATUREPRINT NAMEPAGE 2UPDATED 08/24/2012


H A R B O R T O U C H1 - MERCHANT INFORMATIONMERCHANT DBA NAME:MERCHANT PHYSICAL ADDRESS:<strong>POS</strong> ACCOUNT SETUP FORMFree <strong>POS</strong> deals are submitted on Option 1 onlyMERCHANT LEGAL NAME:MERCHANT DBA:MID:OFFICE ID:QUOTE #:SALES REP NAME:CITY: STATE: ZIP:MERCHANT MAILING ADDRESS (IF DIFFERENT FROM PHYSICAL ADDRESS):CITY: STATE: ZIP:BUSINESS HOURS:PRIMARY CONTACTCONTACT NAME:<strong>POS</strong>ITION WITH COMPANY:TELEPHONE #;CELL PHONE #:E-MAIL ADDRESS:BEST TIME TO CONTACT:SECONDARY CONTACTCONTACT NAME:<strong>POS</strong>ITION WITH COMPANY:TELEPHONE #;CELL PHONE #:E-MAIL ADDRESS:These will be the contacts used for the online presentation of the menu design. Please make sure the contact is a decision maker such as business owner or partner.2 - SOFTWARE VERSIONHARBORTOUCH HOSPITALITY (MUST SUBMIT MENU)HARBORTOUCH RETAILHARBORTOUCH QSR & DELIVERY (MUST SUBMIT MENU)HARBORTOUCH SPIRITSHARBORTOUCH C-STORE4 - CABLE RUNS3 - PAYMENT FEATURESDEBIT (RETAIL ONLY)CASHBACK (RETAIL ONLY):EBT - FCS ID:WILL ADVANCED CABLE RUNS BE REQUIRED FOR THIS INSTALLATION? YES NO IF YES, WHO WILL BE INSTALLING THE CABLING? HARBORTOUCH PRE-INSTALLED5 - BARCODE SCANNER FOR INVENTORY (RETAIL ONLY)SERVER # (HOSP. ONLY):Check here to request a barcode scanner to enter your inventory. $11.00 shipping cost applies.6 - MERCHANT SIGNING BONUSMERCHANT SIGNING BONUS AMOUNT (LIST TOTAL BONUS AMOUNT): $7 - SHIPPING OPTIONNEXT DAY SECOND DAY GROUNDIF YES, HOW MANY ADVANCED CABLE RUNS ARE NEEDED?8 - INFORMATION ABOUT MERCHANT’S BUSINESSProvide as much information possible and be sure to state where the terminals are to be located at the business location.TIP LINEAUTO BATCH (RETAIL ONLY) YES TIME: NOEXISTING AMEX NUMBER:LEVEL 2 PROMPTS (RETAIL ONLY)9 - LIST THE CUSTOMER’S EXPECTATIONS REGARDING MENU BUILD, DELIVERY, INSTALLATION AND TRAINING10 - NOTES AND/OR MISCELLANEOUS COMMENTSHT1042_06142012 UPDATED JULY 19, 2012


THIS SERVICE AGREEMENT is made on the date as set forth above, by and between <strong>Harbortouch</strong> Financial, LLC, a division of <strong>United</strong> <strong>Bank</strong> <strong>Card</strong>, Inc. d/b/a<strong>Harbortouch</strong> (collectively referred to as “<strong>Harbortouch</strong>”) with its principal place of business at 2202 North Irving Street, Allentown, PA 18109 and Merchantwith its principal place of business located at the address as set forth in Exhibit A.WHEREAS, <strong>Harbortouch</strong> has placed certain Equipment at the Merchant Location for the exclusive use by Merchant;WHEREAS, Merchant now desires to purchase services for such Equipment and <strong>Harbortouch</strong> agrees to supply such service to the Merchant on the termsand conditions set forth below;NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows.1. Definitions. (a) Equipment shall mean any product listed in Exhibit A as a Base Package or Add-Ons (Section I and II). (b) Merchant Agreement shall meanthe separate Merchant Transaction Processing Agreement and Terms and Conditions between <strong>Harbortouch</strong> and the Merchant, attached as Exhibit B herein,for the purpose of providing merchant processing services. (c) Merchant Authorized Representative shall mean the individual authorized to enter intoagreements on behalf of the Merchant and who signs this Agreement on behalf of the Merchant. (d) Merchant Location shall mean the address of theMerchant where the Equipment is physically located listed in Exhibit A. (e) Software shall mean the current version of the proprietary <strong>Harbortouch</strong> owned,developed, licensed, enhanced, or revised from time to time contained in the Equipment specified in this Agreement. Software as defined under thisAgreement does not include <strong>Harbortouch</strong> Tableside software.2. License. (a) Merchant will have a non-exclusive, non-transferrable license to use the Software in its business. Merchant will only have a license subject tothe terms of this Agreement; <strong>Harbortouch</strong> reserves and retains all rights not extended hereunder. This license is not a license of any trademarks, servicemarks, trade names, or logos, and does not include any software other than the Software. (b) Merchant may not alter the Software, or reverse engineer,decompile, disassemble, or otherwise attempt to derive source code from the Software. Merchant's failure to use the Software during the term of thisAgreement shall not relieve Merchant of any of its obligations hereunder. (c) This license does not include any rights to manufacture, copy, sublicense,distribute, transfer or otherwise dispose of any copies of the Software. Nothing contained in this Agreement shall give Merchant any ownership interest, ortitle to, the Software, source code, and the related documentation (including any adaptation of copies). Merchant has no right to create derivative works,enhancements or modifications to the Software, and if at any time any such are made, all ownership shall vest and remains with <strong>Harbortouch</strong>. (d) Merchantacknowledges that the performance of the Software is conditioned on Merchant providing, at its sole cost and expense continued and secure network. (e)This license is expressly made subject to any laws, regulations, orders or other restrictions on the export from the <strong>United</strong> States of America of Software andMerchant agrees to abide by such limitations.3. <strong>Harbortouch</strong>'s Obligations3.1 Service of Equipment: So long as Merchant is not in default of this Agreement, <strong>Harbortouch</strong> shall, for the monthly service charges set forth in Exhibit Ahereto, provide service to the Merchant Location as set forth in this Section. (a) Technical Support: Merchant shall be entitled to twenty-four (24) hours a day,seven (7) days a week remote technical support for the Equipment. <strong>Harbortouch</strong> will use commercially reasonable efforts to answer questions and resolveany problems related to the Equipment and/or Software, but does not guarantee resolution of the problems reported. (b) Customization: Merchant shall beentitled to custom development and configuration of the Software. Such customization is done with the assistance of the Merchant who must provideinformation requested by <strong>Harbortouch</strong>. Upon completion of Equipment customization <strong>Harbortouch</strong> shall provide Merchant with an online presentation ofthe Equipment. Upon completion of this presentation, or if the Merchant declines to participate in such presentation, Merchant shall be required to completea recorded voice verification which shall confirm that the Equipment meets the needs of the business. Merchant authorizes <strong>Harbortouch</strong> to record suchverification and agrees that no Equipment shall be shipped prior to such verification. Any additional customization after the Equipment has been shipped tothe Merchant is expressly excluded from this Agreement. Additional fees may apply. HARBORTOUCH DOES NOT WARRANT THAT CUSTOMIZATION WILLBE FREE FROM DEFECTS OR MISTAKES. HARBORTOUCH EXPRESSLY DISCLAIMS AND MERCHANT AGREES TO HOLD HARBORTOUCH HARMLESSFOR ANY ERRORS IN THE EQUIPMENT ONCE THE MERCHANT HAS COMPLETED VOICE VERIFICATION. (c) Installation/Training: Merchant shall beentitled to one (1) on-site installation of the Equipment including (1) one cable run to a point-of-sale system located no more than ten feet from the wall/cableconnection and without the need to install any cable jacks into the wall (hereto referred to as a “Standard Cable Drop”). Merchant must verify time and placeof installation. Additional fees will apply for cable drops in excess of the one provided herein. All on-site (at Merchant Location) installation and training shallbe set up and confirmed no less than forty-eight(48) hours in advance of the scheduled training/installation. Such confirmation shall include but not belimited to the time and place of installation/training, and that the owner and/or authorized signer shall be at the Merchant Location. If (i) Merchant cancels orreschedules the appointment less than twenty four (24) hours prior to the confirmed time, (ii) the owner/authorized signer is unavailable at the confirmedtime, or (iii) the Merchant location in <strong>Harbortouch</strong>'s reasonable discretion is not in a condition suitable to conduct the installation/training; a One HundredFifty ($150) Dollar rescheduling/revisit fee shall be charged to the Merchant. MERCHANT AUTHORIZES HARBORTOUCH TO LAY ADDITIONAL CABLESAND CABLE LINES THAT DO NOT FIT WITHIN THE DEFIINITION OF A STANDARD CABLE DROP AT ITS REASONABLE DISCRETION AT THE TIME OFINSTALLATION. MERCHANT SHALL BE BILLED TWO HUNDRED FORTY NINE ($249) DOLLARS FOR EACH CABLE DROP THAT DOES NOT FIT WITHINTHE DEFINITION OF STANDARD CABLE DROP AS SET FORTH ABOVE AND FOR EACH CABLE DROP AFTER THE STANDARD CABLE DROP. MERCHANTSHALL BE DEBITED THE AMOUNT FOR ADDITIONAL INSTALLATION AT THE TIME OF THE NEXT BILLING. (d) Repair/Replacement: Upon notificationeither verbal or written, of malfunction of any Equipment covered under this Agreement, <strong>Harbortouch</strong> shall provide remote support to determine if the part isdefective and, if so, at <strong>Harbortouch</strong>'s sole discretion, repair Equipment or supply replacement Equipment. Replacement parts shall be sent to Merchant viapriority shipping. All inoperative, repaired, or replaced parts are the property of and shall be returned to <strong>Harbortouch</strong>. Failure to return replaced or repairedparts will result in charges to Merchant as referenced in Section 4.6. Merchant's failure to maintain the Equipment as set forth in Section 4 shall result inadditional charges for the service of Equipment. Merchant shall be responsible for costs of shipping to and from <strong>Harbortouch</strong>.3.2 Non-Standard Services: <strong>Harbortouch</strong> shall, at its sole discretion, for the additional charges , provide services and make required repair, redesign,reinstall, reconfigure or replace the Equipment when either is required due to causes not attributable to normal wear and tear, including, but not limited to:(a)the failure of Merchant to continually maintain the Merchant Location in conformance with commercially reasonable standards; (b) impairments in theperformance of the Equipment resulting from changes in the design of the Equipment made by Merchant or mechanical, electrical, or electronicinterconnections made by Merchant; (c) damage caused by accidents, natural disasters or the negligence of, or improper use or misuse of, the Equipment byMerchant; (d) damage or necessity of repair resulting from unauthorized maintenance by Merchant or any third party other than <strong>Harbortouch</strong> or itsauthorized representative; (e) damage or repair necessitated as a result of relocation of the Equipment; (f) change in laws or Association rules that requireservice, repair, or replacement above normal day to day maintenance; (g) any third party hardware or software in conjunction with the use of the Equipmentwithout <strong>Harbortouch</strong>'s express written consent; or (h) theft of the Equipment.4. Merchant Obligations®<strong>Harbortouch</strong> Point-of-Sale (“<strong>POS</strong>”) System Service Agreement (“Service Agreement or Agreement”)4.1 Notice of Equipment Failure: Merchant shall notify <strong>Harbortouch</strong>'s immediately upon Equipment failure or malfunction and shall allow <strong>Harbortouch</strong> fulland free access to the Equipment and the use of necessary data communications facilities and equipment at no charge to <strong>Harbortouch</strong>, subject to Merchant'ssecurity rules.4.2 Receipt of Equipment: Merchant warrants that it has completed the voice verification acknowledging the proper customization of the Equipment prior toshipping and has completed an Installation Sign-Off form acknowledging receipt of the Equipment. Upon signing this form Merchant accepts the Equipment,PAGE 3UPDATED 08/24/2012


Software, and customization as set forth herein. Any additional customization of equipment after completion of the verification shall be at additional cost toMerchant.4.3 Merchant's Maintenance Efforts: Merchant shall maintain the Equipment in good operating condition, repair, and appearance, and protect the samefrom deterioration other than normal wear and tear; shall use the Equipment in the regular course of its business, within its normal operating capacity,without abuse, and shall comply with all laws, regulations, directives, requirements and rules with respect to the use, maintenance and operation of theEquipment and Software; shall use the Equipment and Software solely for business purposes; shall not make any modification, alteration or addition to theEquipment or Software, without the written consent of <strong>Harbortouch</strong>; shall not at any time affix, and shall not remove the Equipment from the MerchantLocation without the written consent of <strong>Harbortouch</strong>, which shall not be unreasonably withheld.4.4 Merchant Security. Merchant shall be responsible for (a) maintaining virus protection and security for all of its systems, data, and overall network access,and (b) all risk of loss, theft, damage or destruction of the Equipment from any cause whatsoever after taking possession of the Equipment. Merchantacknowledges that security and access to any Equipment located on its premises is solely Merchant's responsibility and agrees to notify <strong>Harbortouch</strong>immediately if Equipment is lost, destroyed, stolen or taken by any other person. HARBORTOUCH DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED,THAT, AFTER THE INITIAL INSTALLATION OF THE EQUIPMENT OR ANY SOFTWARE CONTAINED THEREIN, THAT THE EQUIPMENT, SOFTWARECONTAINED THEREIN, OR CUSTOMER'S DATA WILL REMAIN VIRUS-FREE. MERCHANT WAIVES ANY CLAIMS HEREUNDER AGAINST HARBORTOUCHTO THE EXTENT ARISING FROM MERCHANT'S FAILURE TO HAVE OR MAINTAIN CURRENT VIRUS PROTECTION, OR TO THE EXTENT ARISING AS ARESULT OF A FAILURE OR BREACH OF CUSTOMER'S SECURITY FOR ITS SYTEMS OR DATA, OR AS A RESULT OF ANY UNAUTHORIZED ACCESS TOMERCHANT'S SYSTEMS. HARBORTOUCH FURTHER DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR PROBLEMS RESULTING IN OR RELATED TOMERCHANT'S DECISION TO USE A PARTICULAR INTERNET SERVICE PROVIDER OR RELATED TO ITS ABILITY TO CONNECT TO THE INTERNET.MERCHANT ACKNOWLEDGES THAT ITS; ABILITY TO ACCESS DATA, RECEIVE REMOTE TECHNICAL SUPPORT, AND OPERATE THE EQUIPMENT, MAYBE AFFECTED BY PROBLEMS WITH ITS INTERNET CONNECTIVITY. ANY SUCH PROBLEMS ARISING OUT OF THE FOREGOING IS OUTSIDE OFHARBORTOUCH'S CONTROL; MERCHANT WAIVES ANY CLAIMS IT MAY HAVE AGAINST HARBORTOUCH DUE TO ITS INABILITY TO ACCESS DATA ORCONNECT TO THE INTERNET WHICH IS BASED ON OR ARISING OUT OF ONE OF THE FOREGOING REASONS.4.5 Exclusive Credit <strong>Card</strong> Processing: Merchant agrees that during the term of this Agreement, and any renewal term that it shall enter into a MerchantTransaction Processing Agreement and exclusively process credit/debit/gift card transactions with <strong>Harbortouch</strong>. Failure to do so shall result in<strong>Harbortouch</strong>'s right to immediately terminate this Agreement as set forth in Section 9, and forfeiture of the Equipment without notice or opportunity to cure.Such termination of this Agreement shall not relieve Merchant of its obligation to pay Fees that have accrued as of the termination date and shall result in anEarly Termination Fee as set forth in Section 9.4.4.6 Equipment Return. Merchant agrees that: (a) upon termination of the Agreement that it shall return all Equipment to <strong>Harbortouch</strong> within fifteen (15)days; (b) upon receiving replacement Equipment that it shall return any Equipment which it has requested being replaced to <strong>Harbortouch</strong> within fifteen (15)days of receipt of the substitute Equipment; and (c) to the extent permitted by applicable law, without demand or legal process, <strong>Harbortouch</strong>, its agents,affiliate, or assigns, may enter into the premises where the Equipment may be found and take possession of and remove the Equipment, without liability ofsuch retaking. Any Equipment that is; in <strong>Harbortouch</strong>'s sole discretion damaged above ordinary wear and tear, or is not returned within the timeframespecified in this Section will result in a charge to Merchant of the then current rate of the Equipment.4.7 Indemnification of <strong>Harbortouch</strong>: Merchant shall indemnify <strong>Harbortouch</strong> and hold it harmless against all claims, liabilities, and costs, includingreasonable attorneys' fees; (a) reasonably incurred in the defense of any claim brought against <strong>Harbortouch</strong> arising out of or related to the use of theEquipment or Software contained therein; or (b) reasonably incurred as a result of Merchant's breach of this this Agreement. Merchant shall promptly notify<strong>Harbortouch</strong> in writing of any such claim and any such suit will not be settled without <strong>Harbortouch</strong>'s consent, such consent not to be unreasonably withheld.<strong>Harbortouch</strong> shall cooperate in the defense of such claim and may appear, at its own expense, through counsel reasonably acceptable to <strong>Harbortouch</strong>.5. Charges and Payments5.1 Debit of Service Charges: Merchant shall be charged Total Monthly Service Fee as set forth in Exhibit A for Equipment upon the first business day of themonth beginning on the Commencement Date. <strong>Harbortouch</strong> shall continue debit Merchant for service charges on the first of every subsequent monthduring the Initial Term and any renewal term of this Agreement. Merchant expressly permits <strong>Harbortouch</strong> to re-debit merchant's bank account should itsattempt to collect fees reject for any reason. The service charges as set forth in Exhibit A do not include and shall be increased to include any applicable local,state, or federal taxes or charges, however designated, levied, or assessed.5.2 Billing, Payments and Credit Authorization: (a) Merchant grants <strong>Harbortouch</strong>, its affiliates, subsidiaries, successors, and assigns, Automated ClearingHouse (“ACH”) Authorization to credit and debit its demand deposit account and permission to make a credit inquiry in order to obtain a consumer creditreport as set forth in Exhibit A. (b) <strong>Harbortouch</strong> may share and Merchant expressly permits such information to be provided to third parties so long as suchthird party is under no less of an obligation to maintain the security of this information as <strong>Harbortouch</strong>. (c) Should any ACH debit made upon Merchantsdemand deposit account for payment due under this Agreement reject for any reason including but not limited to Merchant not having sufficient funds in itsaccount, Merchant shall be charged for a Thirty Five ($35) Dollar Insufficient Fund (“NSF”) Fee. This authorization shall survive the term of this Agreement foras long as Merchant owes any fee as set forth herein.5.3 Adjustments: <strong>Harbortouch</strong> may adjust the monthly service charges in Exhibit A upon thirty (30) days written notice in accordance with the provisions ofSection 10.6 hereof.5.4 Taxes: Merchant shall pay (or reimburse <strong>Harbortouch</strong>), in addition to the charges for the services specified herein and as a separate item, all taxes(exclusive of <strong>Harbortouch</strong> net income taxes), however designated, or amounts legally levied in lieu thereof, based on or measured by the charges set forth inthis Agreement or on this Agreement, or on the services rendered hereunder, now or hereunder imposed under the authority of any federal, state or localtaxing jurisdiction.5.5 Shipping. All Equipment shall be shipped via UPS Ground Shipping (“Courier”). Merchant authorizes <strong>Harbortouch</strong> to debit the amount for shipping at thetime the unit ships. <strong>Harbortouch</strong> shall have no liability for failure of Equipment to reach its destination in a timely manner once it has delivered the Equipmentto Courier. Merchant is responsible for all shipping costs. Please note: Equipment will be shipped after completion of customization.6. Limitation of Remedies and Liability6.1 SCOPE OF DAMAGES. HARBORTOUCH, ITS AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS SHALL NOT BE RESPONSIBLETO THE MERCHANT OR ITS AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR ASSIGNS, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, ORSPECIAL DAMAGES, INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER INCIDENTAL, PUNITIVE OR ECONOMIC DAMAGES(INCLUDING THOSE ASSOCIATED WITH IMPROPER OR INADEQUATE TAXES CHARGED), WHETHER ARISING FROM MERCHANT'S USE (ORINABILITY TO USE) THE EQUIPMENT, SOFTWARE, SERVICES PROVIDED IN CONNECTION HEREWITH, OR OTHERWISE, EVEN IF ADVISED OF THE<strong>POS</strong>SIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE MERCHANT BE ENTITLED TO RECOVER OR COLLECT ANY DAMAGES IN THE AGGREGATEIN EXCESS OF AN AMOUNT EQUAL TO THE FEES PAID UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDINGTHE DATE OF THE MERCHANT'S FIRST CLAIM OF ALLEGED DAMAGES.NOTWITHSTANDING THE FOREGOING, HARBORTOUCH, ITS AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS, SHALL NOT BERESPONSIBLE FOR ANY DAMAGES INCURRED AS A RESULT OF DOWNTIME OF THE EQUIPMENT OR SOFTWARE.PAGE 4UPDATED 08/24/2012


6.2 DISCLAIMER OF WARRANTIES AND LIMITATION OF WARRANTIES. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, HARBORTOUCH,IT'S AFFILIATES, PARENTS, SUBSIDIARIES, SUCCESSORS, AND ASSIGNS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED AS TO ANY HARBORTOUCHSERVICE, RELATED PRODUCTS, EQUIPMENT, SOFTWARE OR DOCUMENTATION. THE WARRANTIES SET FORTH HEREIN ARE IN LIEU OF ALL OTHERWARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY HARBORTOUCH, INCLUDING WITHOUT LIMITATION ANYWARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUR<strong>POS</strong>E OR USE. HARBORTOUCH DOES NOT GUARANTEE THAT THEEQUIPMENT OR SOFTWARE CONTAINED THEREIN WILL SATISFY MERCHANT'S REQUIREMENTS, OR THAT THE OPERATIONS OF SUCH WILL BEUNINTERRUPTED OR ERROR FREE. EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS AGREEMENT, IF ANY, THE EQUIPMENT, SOFTWARE, ANDSERVICES ARE PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT WILLBE WITH THE MERCHANT. HARBORTOUCH SHALL NOT BE LIABLE FOR ANY COSTS OR FOR PERFORMING ANY SERVICES HEREUENDER ARISING INCONECTION WITH MERCHANT'S NEGLIGENCE, ABUSE, MISUSE, OR FAILURE TO PERFORM ROUTINE MAINTENANCE AND STANDARD OPERATINGPROCEDURES.7. Insurance. During the term of this Agreement, Merchant agrees to maintain, at Merchant's expense “Special Form” property insurance protecting theEquipment for its replacement value, naming <strong>Harbortouch</strong> as a loss payee on public liability insurance, in amounts acceptable to <strong>Harbortouch</strong>, naming<strong>Harbortouch</strong> as an additional insured. Merchant must provide <strong>Harbortouch</strong> satisfactory written evidence of the insurance within thirty (30) days of thecommencement date of this Agreement or any subsequent written request. If Merchant does not do so, <strong>Harbortouch</strong> may obtain insurance from an Insurerof its choosing in such forms and amounts as <strong>Harbortouch</strong> deems reasonable to protect its interests. Such insurance covers the Equipment and<strong>Harbortouch</strong>; it does not name the Merchant as the insured. Merchant agrees to pay <strong>Harbortouch</strong> periodic charges for insurance that include: a premiumthat may be higher than if the Merchant maintained its own insurance separately, a finance charge of up to 1.5% per month on any premium advances madeby <strong>Harbortouch</strong> or its agents, affiliates or assigns, and billing and processing fees; each of which my generate a profit for <strong>Harbortouch</strong> and its agents,affiliates, and assigns. Unless Merchant provides satisfactory evidence of insurance by the due date set forth herein, <strong>Harbortouch</strong> shall pay such insuranceby debiting Merchant's account under the withdrawal provision in this Agreement. <strong>Harbortouch</strong> shall discontinue billing insurance charges upon receipt ofsatisfactory evidence of insurance. Merchant agrees to arbitrate any dispute with <strong>Harbortouch</strong> or <strong>Harbortouch</strong>'s agents, affiliates, or assigns regardinginsurance or insurance charges under the rules of the American Arbitration Association in Newark, New Jersey; provided however, such agreement doesnot authorize class arbitration.8. Term. This Agreement shall become effective as of the date accepted and signed by <strong>Harbortouch</strong> and shall continue for an initial term of five (5) years fromthe Commencement Date (“Initial Term”), unless earlier terminated pursuant to this section. This Agreement shall automatically renew for a period of four (4)years at the end of any term unless the terminating party provides sixty (60) days' prior written notice to the non-terminating party in accordance with theprovisions of 10.6 hereof of its intent to terminate the Agreement prior to the end of the then current term.9. Termination. This Agreement may be terminated in accordance with the following:9.1 Merchant's Default on Payments: In the event Merchant defaults on any payment due under this Agreement, <strong>Harbortouch</strong> shall be entitled to either (a)immediately terminate this Agreement, or (b) withhold Merchant processing funds in the amount which it is in default for which <strong>Harbortouch</strong> mayimmediately apply to payment of the fee set forth in Exhibit A.9.2 Breach: In the event Merchant commits a breach of any of its obligations under Section 4, <strong>Harbortouch</strong> may terminate this Agreement or exercise itsrights as set forth in this Section.9.3 Survival of Merchant's Obligations: Customer's obligation to pay all charges which shall have accrued hereunder prior to termination of this Agreementshall survive termination, irrespective of the reason.9.4 Early Termination Fee: If this Agreement is terminated either during the Initial Term or any renewal term for any reason set forth in this Section, Merchantagrees to pay an early termination fee equal to the total monthly service fee as set forth in Exhibit A multiplied by the number of months remaining on thethen-current term, in addition to all other amounts that the Merchant owes. The parties agree that the precise damages resulting from an early termination byMerchant are difficult to ascertain, and this early termination fee is a reasonable estimate of anticipated actual damages and not a penalty, but rather isreasonable in light of the financial harm caused by Merchant's early termination. Merchant expressly authorizes <strong>Harbortouch</strong> to debit this fee from itsaccount which may be done within thirty (30) days of termination.10. General Terms and Conditions10.1 Assignment: Merchant shall not have the right to assign or otherwise transfer its right and obligations under this Agreement except with the writtenconsent of <strong>Harbortouch</strong>. <strong>Harbortouch</strong> shall have the right to assign any or all of its interest, rights, and obligations in this Agreement without the need forconsent from Merchant. Any prohibited assignment shall be null and void.10.2 Ownership: During the Initial Term, the Equipment is, and will remain at all times, the exclusive property of <strong>Harbortouch</strong>, its affiliates, successors, orassigns. Merchant's use of the Equipment is expressly conditioned on the terms of this Agreement and does not confer any ownership rights of any kind inthe Merchant. Merchant hereby authorizes <strong>Harbortouch</strong>, at Merchant's expense, to cause this Service Agreement or any statement or any other instrumentin respect to this Agreement showing <strong>Harbortouch</strong>'s interest in the Equipment, to be filed or recorded. Merchant shall at all times keep the Equipment freefrom legal process or encumbrance whatsoever and, shall indemnify <strong>Harbortouch</strong> from any loss caused thereby. Notwithstanding the foregoing, upon thecompletion of the five (5) year Initial Term, so long as the Agreement has not been terminated in accordance with Section 9, ownership in the Equipment(excluding the Software) shall automatically transfer to the Merchant.10.3 Confidentiality: Merchant shall not copy, translate, disassemble, or decompile, nor create or attempt to create, by reverse engineering or otherwise,the source code from the object code any Equipment, or any Software or products used in conjunction with the Equipment. Merchant is not permitted tomake derivative works of any software, hardware, or otherwise used in conjunction with or part of the Equipment, and ownership of any unauthorizedderivative works shall vest in <strong>Harbortouch</strong>. Merchant shall not, without <strong>Harbortouch</strong>'s prior written consent, disclose any of the Proprietary Information of<strong>Harbortouch</strong>, including but not limited to the Equipment or Software, to any person, except as is necessary to enable such party to exercise its rightshereunder. Merchant agrees to solely use the Proprietary Information of <strong>Harbortouch</strong> as is necessary in its performance under this Agreement and asotherwise necessary to enjoy the acceptable use of the Equipment. Merchant agrees that any party that has access to this information will be subject to theconfidentiality terms as set forth in this section.10.4 Proprietary Interest: Merchant shall have no interest whatsoever, including copyright interest, franchise interests, license interest, patent rights,property rights or other interest in the Equipment or Software provided by <strong>Harbortouch</strong>. This Agreement is not construed as granting the Merchant anyintellectual rights or intellectual license in any intellectual property which <strong>Harbortouch</strong> may obtain in respect of the Equipment and Software. The Merchantwill make no attempt to duplicate or otherwise ascertain the Proprietary Information, or otherwise attempt to reverse engineer any <strong>Harbortouch</strong> providedEquipment or Software.10.5 Amendments: This Agreement may be amended by <strong>Harbortouch</strong>, its affiliates, or assigns, upon thirty (30) days written notice. Merchant's continueduse of the Equipment shall be acceptance of such amended terms. Notwithstanding the foregoing, <strong>Harbortouch</strong> shall not raise the Monthly Service Feeduring the Initial Term except for the collection of taxes as set forth in Section 5.4 or as a result of a change in any laws, regulations, Association rules, or otherprescribed directives which impact the costs associated with this Agreement.PAGE 5UPDATED 08/24/2012


10.6 Notices: Notices permitted or required to be given hereunder shall be deemed sufficient if given by courier service, registered or certified air mail,postage prepaid, return receipt requested, addressed to the respective addresses or the parties as first above written or at such other addresses as therespective parties may designate by like notice from time to time. Notices so given shall be effective as of the date stamped on the receipt.10.7 Severability: In the event that any of the terms of this Agreement are in conflict with any rule of laws, regulations, provisions or otherwise unenforceableunder the laws or regulations of any government or subdivision thereof, such terms shall be deemed amended so that such term of provision complies withsuch applicable law or regulation, but such invalidity, unenforceability, or revision shall not invalidate any of the other terms of this Agreement and thisAgreement such continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid orunenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Agreement.10.8 Governing Law and Forum: Agreement to Arbitrate. (a) <strong>Harbortouch</strong> and Merchant agree to arbitrate all disputes and claims between each other or itsaffiliates, subsidiaries, successors, or assigns. This agreement to arbitrate is intended to be broadly interpreted. It includes, but is not limited to: (i) claimsarising out of or relating to any aspect of the relationship between the parties, whether based in contract, tort, statute, fraud, misrepresentation or any otherlegal theory; (ii) claims that arose before this or any prior Agreement (including, but not limited to, claims relating to advertising); (iii) claims that are currentlythe subject of purported class action litigation in which you are not a member of a certified class; and (iv) claims that may arise after the termination of thisAgreement. Notwithstanding the foregoing, either party may bring an individual action in small claims court. This arbitration agreement does not precludeyou from bringing issues to the attention of federal, state, or local agencies, including, for example, the Office of the Comptroller of the Currency. Suchagencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and <strong>Harbortouch</strong> are eachwaiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement. (b) A party whointends to seek arbitration must first send to the other, by certified mail or courier service a written Notice of Dispute ("Notice"). The Notice to <strong>Harbortouch</strong>should be addressed to: General Counsel, <strong>Harbortouch</strong> 2202 N. Irving Street, Allentown, PA 18109 ("Notice Address"). The Notice must (i) describe thenature and basis of the claim or dispute; and (ii) set forth the specific relief sought ("Demand"). If <strong>Harbortouch</strong> and you do not reach an agreement to resolvethe claim within 30 days after the Notice is received, you or <strong>Harbortouch</strong> may commence an arbitration proceeding. (c) The arbitration will be governed bythe Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American ArbitrationAssociation ("AAA"), as modified by this Agreement, and will be administered by the AAA. The arbitrator is bound by the terms of this Agreement. All issuesare for the arbitrator to decide, except that issues relating to the scope and enforceability of the arbitration provision are for the court to decide. The partiesspecifically consent to and accept the jurisdiction of the courts of the State of Pennsylvania and the <strong>United</strong> States District Court located in Philadelphia,Pennsylvania for the purposes of such enforcement. Unless <strong>Harbortouch</strong> and you agree otherwise, any arbitration hearings will take place in Allentown, PA.The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees, expenses, and the alternative payment and the attorneypremium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. (d) The arbitratormay award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted bythat party's individual claim. YOU, HARBORTOUCH, AND ITS AFFILIATES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUROR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.Further, unless both you and <strong>Harbortouch</strong> agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwisepreside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitrationprovision shall be null and void. (e) Notwithstanding any provision in this Agreement to the contrary, we agree that if <strong>Harbortouch</strong> makes any future changeto this arbitration provision (other than a change to the Notice Address) during the term of your Service Agreement, you may reject any such change bysending us written notice within 30 days of the change to the Arbitration Notice Address provided above. By rejecting any future change, you are agreeingthat you will arbitrate any dispute between us in accordance with the language of this provision. (f) Merchant and <strong>Harbortouch</strong> acknowledge and agree thatthis Agreement and Guaranty contained herein, was, and shall be deemed to have been, made and delivered in Lehigh County, Pennsylvania. The laws of theState of Pennsylvania, except as such law is preempted by or inconsistent with applicable federal law shall govern all matters (whether in contract, statute,tort or however characterized) arising out of or relating to this Agreement and the Guaranty contained herein, including without limitation, the validity,interpretation, construction, performance and enforcement of the Agreement and Guaranty contained herein, the courts of the State of Pennsylvania shallhave and be vested with personal jurisdiction over the parties. If Merchant brings legal action against <strong>Harbortouch</strong> for any reason, Merchant shall commencethe action within one (1) year of the date the error or the incident giving rise to such action occurred.10.9 Conflicting Terms: The terms and conditions of this Agreement shall prevail over any additional, contrary terms, or oral representations, which may becontained in any instructions or other communications submitted to <strong>Harbortouch</strong> by Merchant with respect to this Agreement.10.10 Independent Contractor: Nothing in this Agreement or in the performance thereof shall be construed to create any partnership, joint venture, orrelationship of principal and agent or employer and employee between <strong>Harbortouch</strong> and Merchant or any of their respective affiliates or subsidiaries.<strong>Harbortouch</strong> and Merchant are and shall remain independent contractors. As such, neither Merchant nor any employees, agents or affiliated persons ofMerchant shall be entitled under any circumstances to maintain any action against <strong>Harbortouch</strong> for any physical injury incurred by Merchant or anyemployees, agents or affiliated persons of Merchant (including, but not limited to, the filing of claims under the workers' compensation laws of any state.)Furthermore, Merchant acknowledges that Merchant shall be solely responsible for the purchase and maintenance of employment and/or workerscompensation insurance coverage related to its employees, agents or contractors, and that <strong>Harbortouch</strong> shall have no responsibility for any such coverage.10.11 Force Majeure: Any delay or nonperformance of any provision of this Agreement (other than for the payment of amounts due hereunder) caused byconditions beyond the reasonable control of the performing party shall not constitute a breach of this Agreement, and the time for performance of suchprovision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.10.12 No Waiver of Rights. Unless expressly provided herein, no failure or delay on the part of any party in exercising any right under this Agreement willoperate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.10.13 Entire Agreement: HARBORTOUCH'S REPRESENTATIVES MAY HAVE MADE ORAL STATEMENTS REGARDING THE EQUIPMENT, SOFTWARE ORSERVICES SET FORTH HEREIN. NONE OF THE ORAL STATEMENTS CONSITUTE WARRANTIES, MERCHANT SHALL NOT RELY ON ANY OF THEM, ANDTHEY ARE NOT PART OF THE AGREEMENT. THIS AGREEMENT, INCLUDING THE EXHIBITS ATTACHED HERETO AND INCORPORATED AS AN INTEGRALPART OF THIS AGREEMENT, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, ANDSUPERSEDES ALL PREVIOUS PRO<strong>POS</strong>ALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS OR DISCUSSIONS HERETOFORE HADBETWEEN THE PARTIES RELATED TO THIS AGREEMENT. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THISAGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED HEREIN.PAGE 6UPDATED 08/24/2012

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