Terms and Conditions

This Hubwallet Software and Service Agreement ("Service Agreement") by and between Hubwallet Inc. ("Hubwallet" or "Company") and Merchant consists of these Terms and Conditions, the MPA, and the Placement Agreement, all of which are incorporated herein by reference. The Service Agreement is binding on the parties on the date that Hubwallet approves Merchant's signed MPA.

PLEASE READ THIS SERVICE AGREEMENT AND UNDERSTAND EACH PROVISION. IT REQUIRES YOU TO USE HUBWALLET'S PROCESSING SERVICES. SECTION 10.e REQUIRES ALL CLAIMS OR DISPUTES WITH HUBWALLET ABOUT ANY HUBWALLET PRODUCT OR SERVICE TO BE RESOLVED IN BINDING INDIVIDUAL ARBITRATION—NOT IN A CLASS ACTION, AND NOT IN COURT BEFORE A JUDGE OR JURY. SECTIONS 8 & 9 LIMIT HUBWALLET'S LIABILITY AND YOUR REMEDIES.

1. Definitions. (a) "Effective Date" means the install date. (b) "Equipment" means the point of sale and related peripherals selected on the MPA or Placement Agreement. (c) "Install Date" means the earlier of (i) the date on which the Equipment is installed at the Merchant Location by Hubwallet or the date on which the Merchant starts using the Equipment, whichever occurs first, (ii) the date on which the Equipment is shipped to the Merchant Location, or (iii) 5 business days from the date the Equipment was delivered to the Merchant Location. (d) "Merchant" means the business listed on the MPA and/or Placement Agreement. (e) "Merchant Processing Agreement" or "MPA" means the merchant transaction processing agreement Merchant has entered with Hubwallet or its acquirer in order to use the Processing Services. "Merchant Location" means the Merchant's address listed on the MPA. (f) "Placement Agreement" means the Free POS System Placement Agreement governing Hubwallet's placement of point-of-sale equipment under the Free POS program, on a conditional, no-upfront-cost, license-and-bailment basis, for use solely with Processing Services, with all equipment remaining Hubwallet's property and subject to return. "Free POS" means Hubwallet's program under which approved Merchants are granted conditional, no-upfront-cost use of specified point-of-sale equipment in connection with the Placement Agreement. (g) "Processing Services" means Company's credit, debit, electronic payment, and gift card processing services as provided for under the Merchant Processing Agreement. (h) "Software" means the software programs installed on or made available through use of the Equipment, including any application programming interfaces, updates, enhancements, or modifications made by Company.

2. Exclusive Processing Requirement.

(a) Hubwallet's Processing Services. Merchant's use of the Equipment requires exclusive use of Processing Services at all times. Merchant agrees not to use credit, debit, electronic payment, or gift card processing services from any provider except Hubwallet. By entering into this Service Agreement, and as a condition precedent to Hubwallet providing Equipment to Merchant, Merchant agrees to enter into and remain in good standing under a Merchant Processing Agreement. The MPA consists of the Merchant Application and the Terms and Conditions, together with its addenda, attachments, and schedules.

(b) Failure to Process with Hubwallet. If at any time after the Effective Date Merchant stops using the Processing Services after the Effective Date, including by processing any transaction through another provider, Company may, in its sole discretion, terminate this Service Agreement or suspend access to the Equipment and/or Software.

(c) Term. This Service Agreement begins on the Effective Date and is coterminous with the most recent Merchant Processing Agreement ("MPA") that Merchant has entered into with Company and will remain in effect for the Initial Term and Renewal Terms of respective MPA. Upon termination of the MPA, this Agreement will simultaneously terminate.

(d) Term Commitment. Merchant understands that it is receiving Equipment and Software from Hubwallet at favorable pricing in exchange for Merchant's term commitment. Merchant acknowledges that participation in any Free POS or promotional pricing program does not eliminate Merchant's payment obligations under this Service Agreement and may result in additional fees if program conditions are not satisfied. In addition to Merchant's rights set forth in Section 3(a), Merchant may terminate this Service Agreement subject to the following conditions:

(i) Merchant may terminate this Service Agreement for any reason prior to the Effective Date. All Equipment must be returned to Hubwallet within 5 business days following termination. Upon completion of cancellation paperwork, Merchant is responsible for the shipping expenses to return all equipment to Hubwallet.

(ii) Merchant may terminate this Service Agreement upon Hubwallet's default of any material obligation to Merchant hereunder and the failure of Hubwallet to cure such default within thirty (30) days after written notice of such default is received. In the event Merchant terminates this Service Agreement for any other reason after the Effective Date, Merchant shall be in material breach of this Service Agreement. Upon completion of cancellation paperwork, Merchant shall be provided with return shipping instructions and, at Hubwallet's option, shipping labels for administrative convenience only; provided that Merchant shall remain solely responsible for all shipping and return costs.

(iii) Effect of Termination. Termination of this Service Agreement does not relieve Merchant of any obligation to pay fees, charges, or other amounts owed under this Agreement, as provided in Section 3(j) (Billing, Payments, and ACH Authorization).

(e) Hubwallet's Termination Rights. Hubwallet may, without notice, suspend Merchant's access to the Equipment and Software and/or terminate this Service Agreement for any of the following reasons: (i) material breach of this Service Agreement; (ii) unlawful use of the Equipment, Software, or Processing Services; (iii) unauthorized modification of the Equipment or Software or installation of unauthorized third-party software; (iv) failure or refusal to pay fees or charges on time; (v) material breach or termination of the MPA; or (vi) insolvency or bankruptcy. Hubwallet may, in its sole discretion, withhold Merchant's funds derived from use of the Processing Services in order to satisfy all fees and charges incurred under this Service Agreement.

(f) Effect of Termination; Discontinuation of Services. Upon any termination or expiration of this Service Agreement or the MPA for any reason, Merchant shall immediately (i) cease using the Equipment and Software, and (ii) cease submitting, or causing to be submitted, any transaction data, sales drafts, authorizations, or payment requests through the Processing Services. Any authorization requested or obtained after termination or expiration shall not reinstate, renew, or extend this Service Agreement or the MPA. To the maximum extent permitted by applicable law, card network rules, and the Merchant Processing Agreement, Hubwallet may instruct, request, or cause the applicable processor or acquiring bank to delay, suspend, offset, or discontinue the disbursement of funds arising from transactions in the process of being collected, processed, adjusted, reversed, refunded, or charged back, to the extent necessary to reconcile and satisfy any Amounts Owed and transaction-related liabilities that accrued prior to termination.

3. Fees and Payments. Merchant acknowledges that the fees described in this Agreement may be assessed separately or cumulatively based on Merchant's activity, compliance status, and program eligibility, and that failure to satisfy program conditions may result in additional charges.

(a) Total Monthly Service Fees. Merchant shall pay the Total Monthly Service Fee listed on MPA on the first business day of each month starting on the Effective Date. All monthly fees and other recurring charges under this Service Agreement shall be billed and collected in accordance with Section 3(j). If any ACH debit is returned or rejected, Hubwallet may reinitiate such debit and assess applicable fees as permitted under this Service Agreement.

(b) Shipping Fees. Hubwallet will ship all Equipment via nationally recognized courier service (e.g., UPS). Merchant is responsible for all shipping costs, which shall be billed and collected pursuant to Section 3(j). Hubwallet shall have no liability for failure of Equipment to reach its destination in a timely manner once it has delivered the Equipment to the carrier. Current shipping fees can be found in the fee section of the Merchant Processing Agreement.

(c) Software Support Fee. During the Term of this Agreement and the Merchant Processing Agreement, Merchant shall pay a Software Support Fee per Equipment terminal as indicated on MPA. The Software Support Fee shall be billed and collected on a monthly basis pursuant to Section 3(j).

(d) PCI Compliance and Non-Validation Fee. Merchant shall at all times remain compliant with the Payment Card Industry Data Security Standard ("PCI DSS") and shall timely complete all required PCI DSS validation and certification requirements in the manner required by Hubwallet, the applicable acquiring bank, processor, or card networks. If Merchant fails to timely validate PCI DSS compliance or otherwise remains in a non-validated or non-compliant status, Hubwallet may assess a PCI Non-Validation Fee set forth in the applicable MPA, or if no amount is specified therein, a $99.00 per month until such time as Merchant successfully completes PCI DSS validation. The PCI Non-Validation Fee is intended to offset increased administrative, monitoring, support, and risk-related costs associated with Merchant's non-validated status and may include the pass-through of any PCI non-compliance fees, fines, or assessments imposed by an acquiring bank, processor, or card network. The PCI Non-Validation Fee may be assessed on a monthly basis and debited from Merchant's designated bank account pursuant to the ACH authorization set forth in this Agreement. The assessment of a PCI Non-Validation Fee shall not limit Hubwallet's right to suspend services, terminate this Agreement, or exercise any other remedies available under this Agreement, the Merchant Processing Agreement, or applicable law. The PCI Non-Validation Fee is not intended as a penalty, but as a cost-recovery and risk-mitigation charge.

(e) Inactive Account Fee. If Merchant processes no payment card transactions through the Processing Services for a continuous period of sixty (60) consecutive calendar days (an "Inactive Account"), Hubwallet may assess an Inactive Account Fee of $49 monthly until transaction activity resumes or the Agreement is terminated. The Inactive Account Fee is an account maintenance fee intended to offset administrative, platform, and compliance costs associated with maintaining an open but inactive account. Hubwallet may provide notice of Inactive Account status prior to assessment of the Inactive Account Fee, but Merchant acknowledges that resumption of transaction processing is Merchant's responsibility.

(f) Annual Account Fee. Hubwallet may assess an Annual Fee of $199 for each Merchant's account. The Annual Fee covers annual network registration, certification, security, and platform maintenance costs and may be billed annually in advance or in arrears. The Annual Fee shall be debited pursuant to the ACH authorization set forth in this Agreement and shall be non-refundable once assessed.

(g) Collections; Personal Liability; Costs of Enforcement. All fees, charges, costs, and other amounts owed by Merchant under this Service Agreement, the Merchant Processing Agreement, any exhibit, addendum, or incorporated document (collectively, the "Amounts Owed") shall constitute valid, enforceable debts immediately due and payable when assessed. If Merchant fails to timely pay any Amounts Owed, Hubwallet may, in addition to any other rights or remedies available under this Agreement or applicable law, pursue collection of such Amounts Owed through any lawful means, including but not limited to ACH debit, setoff, invoicing, collection agencies, arbitration, litigation where permitted, or enforcement of security interests. Merchant agrees to reimburse Hubwallet for all reasonable costs and expenses incurred in connection with the collection or enforcement of Amounts Owed, including without limitation attorneys' fees, arbitration fees, court costs, filing fees, reasonable collection agency fees, and enforcement expenses, whether or not a formal proceeding is initiated. If one or more individual owners, principals, partners, or other persons execute a personal guaranty or are identified as a "Guarantor" on the MPA or any related document, each such Guarantor jointly and severally guarantees the full and prompt payment and performance of all Amounts Owed and obligations of Merchant under this Agreement. Hubwallet may pursue Merchant and any Guarantor simultaneously or separately, and no action against Merchant shall be required as a condition precedent to enforcement against a Guarantor. The rights and remedies set forth in this subsection are cumulative and non-exclusive, and the exercise of any remedy shall not preclude the exercise of any other remedy available to Hubwallet under this Agreement, the Merchant Processing Agreement, the Uniform Commercial Code, or applicable law.

(h) Free POS Program. Hubwallet may offer Free POS to eligible merchants, subject to Merchant's application, approval, and continued compliance with this Agreement and the applicable Merchant Processing Agreement (the "Free POS Program"). Free POS is available only to new merchants approved by Hubwallet and remains subject to credit approval. Participation in Free POS does not waive or reduce any processing fees, pass-through fees, or other charges payable under the applicable MPA. As a condition of participation in the Free POS Program, Merchant acknowledges and agrees that: (i) Merchant shall process all payment transactions exclusively through Hubwallet; (ii) Merchant shall enter into and maintain a minimum three (3) year contractual term under the applicable MPA; (iii) Merchant shall participate in a cash discounting pricing program as required by Hubwallet from time to time; (iv) Merchant shall maintain minimum monthly processing volume of Twenty-Five Thousand Dollars ($10,000.00) per location; and (v) Merchant shall remain in good standing under this Service Agreement and the MPA at all times. If Merchant fails to meet the minimum monthly processing volume requirement set forth above in any calendar month, Hubwallet may assess a minimum processing volume shortfall fee of Ninety-Nine Dollars ($99.00) per terminal or station for each such month. The minimum processing volume shortfall fee is a cost-recovery charge intended to offset equipment, software, support, and compliance costs associated with Free POS and shall be collected pursuant to Section 3(j). If Merchant terminates this Agreement or the applicable MPA prior to expiration of the required term, or otherwise becomes ineligible for the Free POS Program, Merchant may be subject to an Early Termination Fee, equipment recovery charges, and equipment non-return or damage fees as set forth elsewhere in this Agreement. All Equipment provided under the Free POS Program remains subject to Hubwallet's ownership rights, security interest, and return requirements. Participation in the Free POS Program does not guarantee processing approval, transaction acceptance, or profitability. Hubwallet reserves the right to modify, suspend, or discontinue the Free POS Program for future merchants at any time; provided, however, that such modification shall not retroactively alter Merchant's existing contractual obligations without notice as required under this Agreement. Merchant acknowledges that the Free POS Program is a conditional pricing program and not a free trial or consumer promotion.

(i) Changes to Terms and Fees. Hubwallet may change any terms, conditions, rates, fees, expenses, or charges incurred under this Service Agreement upon 30 days' written notice to Merchant. Using the Equipment or Service after a change takes effect constitutes acceptance of the change.

(j) Billing, Payments, and Credit Authorization. Merchant authorizes Hubwallet to initiate Automated Clearing House ("ACH") credit and debit entries to Merchant's designated demand deposit account for commercially reasonable amounts authorized under this Service Agreement, including without limitation recurring fees, usage-based fees, compliance-related fees, software subscription fees (including Basic Software and Pro Software), inactivity fees, terminal or TID fees, chargeback-related fees, PCI-related fees, collection-related amounts, taxes, equipment charges, pass-through assessments, and any other fees or charges assessed pursuant to Section 4 (Fees and Payments) or elsewhere in this Agreement. Should any ACH debit made upon Merchant's demand deposit account reject for any reason, Merchant shall be charged a $25.00 Non-Sufficient Funds Fee ("NSF Fee"). All ACH debits shall be commercially reasonable and limited to amounts authorized under this Agreement. This ACH authorization shall survive termination of this Service Agreement and shall remain in effect for so long as Merchant owes any amounts to Hubwallet under this Agreement or any related agreement.

(k) Consumer Price Index. Without limiting any other rights of Hubwallet, beginning on the one year anniversary following the earlier of the signature date or the Effective Date, Hubwallet shall have a right to increase the aggregate fees payable by Merchant by an amount equal to the greater of (i) the average annual change (expressed as a percentage) for the prior calendar year in the Consumer Price Index for all Urban Consumers – All Items (seasonally unadjusted) (collectively "CPI-U") plus 1%, or (ii) 4%.

(l) Early Termination; Free POS Liquidated Damages; Priority. Merchant acknowledges that Equipment provided under the Free POS Program is subsidized by Hubwallet in reliance on Merchant's agreement to process exclusively with Hubwallet for the full contractual term of the applicable MPA. If the MPA or this Service Agreement is terminated prior to expiration of the required term for any reason other than Hubwallet's uncured material breach, or Merchant ceases or materially reduces processing with Hubwallet, ports or transfers processing to another provider, or otherwise becomes ineligible for the Free POS Program (each, an "Early Termination Event"), Merchant shall pay Hubwallet liquidated damages as set forth below. The Parties agree that Hubwallet's actual damages from an Early Termination Event, including unrecovered equipment subsidy, deployment costs, installation, configuration, servicing, support, and lost anticipated processing revenue, would be difficult to determine with precision. Accordingly, Merchant shall pay liquidated damages calculated as: (Applicable Monthly Rate per Terminal or Station) × (Number of Terminals or Stations placed) × (Number of whole or partial months remaining in the then-current MPA term) (the "Free POS Liquidated Damages"). For purposes of this calculation, any partial month shall be deemed a full month.

In the event Merchant's actual monthly volume differs materially from the estimated monthly volume entered on the MPA (and for purposes of the liquidated damages calculation above), Hubwallet reserves the right to utilize the average monthly processing volume of Merchant's prior three months activity in lieu of the table below multiplied by the number of months then remaining in the term of the MPA. Merchant acknowledges and agrees that (i) Hubwallet's damages resulting from an Early Termination Event, including unrecovered equipment subsidies, deployment and servicing costs, and lost anticipated processing revenue, would be difficult or impracticable to determine with precision at the time of contracting; (ii) the liquidated damages formula set forth herein is intended to reasonably approximate such anticipated losses based on the number of terminals placed and the remaining term of the MPA; (iii) the amounts are a fair and reasonable allocation of risk between sophisticated commercial parties and were negotiated in good faith; and (iv) such liquidated damages are compensatory in nature, are not intended as a penalty, and are cumulative of, and in addition to, any other amounts owed under this Service Agreement. Payment of the Free POS Liquidated Damages does not relieve Merchant of its obligation to return all Equipment. Non-return, incomplete return, or damage charges under Section 3(m) are separate from and cumulative to the liquidated damages described herein. All amounts assessed under this Section constitute "Amounts Owed," are immediately due upon an Early Termination Event, may be collected via ACH or setoff pursuant to Section 3(j), and this Section shall control and supersede any inconsistent termination, fee, or remedy provisions contained in the MPA or any other agreement.

(m) Equipment Non-Return; Damage; Recovery Fees. If the Equipment is not timely returned, is returned incomplete, or is returned damaged beyond normal wear and tear, Merchant authorizes Hubwallet to debit Merchant's designated bank account via ACH for Hubwallet's reasonable recovery and replacement costs, which may include up to $1,099.00 per POS terminal or station, $199.00 per cash drawer, Hubwallet's replacement cost for any other peripherals or accessories of $595.00, and shipping and handling charges of $150.00 per replacement shipment. Merchant acknowledges that such amounts are intended to reflect the depreciated value of the Equipment and Hubwallet's reasonable costs associated with recovery, replacement, and reconditioning, and are not intended as penalties.

4. Merchant Responsibilities.

(a) Equipment Failure. Merchant must notify Hubwallet immediately upon Equipment or Software failure. Merchant must allow Hubwallet unrestricted and free access to the Equipment and Software to correct failures. Merchant must provide any necessary data communication facilities and equipment at no charge to Hubwallet.

(b) Activation of Equipment. Upon installation of the Equipment at the Merchant Location, Merchant represents and warrants that: (i) Merchant received and accepts the Equipment; (ii) customization of the Equipment and/or Software (for example, the menu) was satisfactorily programmed to Merchant's specifications; (iii) the Equipment is in good working order; and (iv) the Equipment was tested and is capable of performing Processing Services.

(c) Title to Equipment.

(i) Initial Term. In the event Merchant materially breaches this Service Agreement, Hubwallet may demand return of the Equipment, and Merchant shall be required to return the Equipment to Hubwallet within 5 business days of receiving Hubwallet's written request. Merchant agrees to continue to pay the Total Monthly Service Fee as indicated on Exhibit A until such calendar month that Merchant returns all equipment to Company. The requirement to return the Equipment to Hubwallet shall be in addition to and shall not preclude Hubwallet from exercising any other right or remedy under this Service Agreement or applicable law.

(ii) Security Interest. Merchant hereby grants to Hubwallet a first priority purchase money security interest in the Equipment (including any replacements, substitutions, additions, attachments and proceeds). Merchant agrees that Hubwallet may file, on Merchant's behalf, a UCC-1 Financing Statement and/or other necessary documentation sufficient to protect and secure Hubwallet's security interest. Merchant will promptly execute any other required documents and/or records reasonably requested by Hubwallet for the purpose of securing Hubwallet's rights in the Equipment. Merchant and any applicable Guarantor acknowledge that the security interest granted herein and Hubwallet's collection and enforcement rights are in addition to, and not in limitation of, Merchant's and Guarantor's personal payment obligations under Section 4 (Fees and Payments). For avoidance of doubt, the security interest granted herein is in addition to, and does not limit, Hubwallet's ownership of the Equipment as set forth in this Service Agreement and the Placement Agreement.

(d) Taxes. Merchant shall be responsible for all sales, use, excise, stamp, documentary, value added, and ad valorem taxes, license and registration fees, assessments, fines, penalties, and similar charges imposed on the ownership, possession, or use of the Equipment by any state, local, or federal governmental or regulatory authority and shall issue, where required and requested, a valid tax exemption certificate to Hubwallet. Merchant will reimburse Hubwallet for any of these taxes that Hubwallet pays or advances on behalf of Merchant.

(e) Merchant's Maintenance Efforts. Merchant shall maintain and protect the Equipment in good operating condition, repair, and appearance, and protect the Equipment from 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 the Equipment and Software; Merchant shall use the Equipment and Software solely for business purposes; shall not make any modification, alteration or addition to the Equipment or Software without the written consent of Hubwallet; shall not affix, and shall not remove the Equipment from the Merchant Location without Hubwallet's written consent, which shall not be unreasonably withheld.

(f) Equipment Condition and Return. All Equipment must be returned to Hubwallet by Merchant within the timeframes specified by this Service Agreement in good operating condition other than normal wear and tear. Merchant will not change or remove any lettering or numbering on the Equipment. To the extent permitted by applicable law, without demand or legal process, Hubwallet and its agents may enter into the premises, including the Merchant Location, where the Equipment may be found and take possession of and remove the Equipment, without incurring any liability for such retaking. To the extent liability arises, Merchant shall indemnify and hold harmless Hubwallet from any such liability. Any Equipment that is, in Hubwallet's sole discretion, damaged beyond normal wear and tear or is not returned when due will result in a charge to Merchant of the full cost of the Equipment to Hubwallet. All costs of packaging, shipping, insurance, and return of the Equipment shall be borne by Merchant, regardless of the reason for return or termination.

(g) Merchant Security. Merchant shall be responsible for (i) maintaining virus protection and security for all of its systems, data, and overall network access, and (ii) all risk of loss, theft, damage, or destruction of the Equipment from any cause whatsoever after taking possession of the Equipment. Merchant acknowledges that security and access to any Equipment located on its premises is solely Merchant's responsibility and agrees to notify Hubwallet immediately if Equipment is lost, destroyed, stolen, or taken by any other person. Merchant shall at all times remain in compliance with the Payment Card Industry Data Security Standard ("PCI DSS") requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS, in each case, at Merchant's sole cost and expense. Merchant shall be solely responsible for storing and backing up Merchant's data stored on the Equipment. Hubwallet shall have no liability to Merchant for loss or destruction of Merchant's data. Merchant acknowledges that failure to validate or maintain PCI DSS compliance may result in the assessment of a PCI Non-Validation Fee as set forth in Section 4 (Fees and Payments). Hubwallet may suspend or terminate Merchant's participation in the Chargeback Protection Program at any time, including in the event of excessive chargebacks, network monitoring program placement, or termination of the Merchant Processing Agreement. Merchant acknowledges that participation in any chargeback monitoring or protection program offered by Hubwallet does not relieve Merchant of responsibility for chargebacks, retrieval requests, fines, penalties, or assessments imposed by card networks, acquiring banks, or processors.

(h) Insurance. While the Equipment is in Merchant's possession or control, Merchant shall insure the Equipment at its own cost and expense against loss or damage from fire, theft, bodily injury, or other casualty in an amount not less than twelve times the Total Monthly Service Fee listed on MPA. At Hubwallet's request, Merchant shall provide a certificate of insurance to Hubwallet naming it as a loss payee or additional insured with respect to loss of or damage to the Equipment during the Initial Term.

5. Hubwallet's Responsibilities.

(a) Installation. Merchant acknowledges and agrees that the installation of the Equipment, and the occurrence of the Install Date and Effective Date, shall be determined in accordance with the definitions set forth in Section 1, and shall not be delayed or avoided by Merchant's failure to schedule, complete, or commence use of the Equipment.

(b) Equipment / Software Support and Maintenance. Hubwallet will use commercially reasonable efforts to answer questions and resolve any problems related to the Equipment and Software but does not guarantee resolution of the problems reported. Hubwallet shall provide remote support to determine if the Equipment is defective and, if so, at Hubwallet's sole discretion, it will: repair Equipment, send replacement parts, and/or replacement Equipment. Merchant must return all defective Equipment to Hubwallet within 60 days of receipt of the replacement Equipment. Merchant's failure to maintain the Equipment as set forth in Section 5.e shall result in additional charges for service and/or replacement of the Equipment.

(c) Training. Merchant shall receive complimentary access to Hubwallet's library of online training webinars. During the installation of the Equipment, Merchant shall receive a complimentary training session. Merchant may request additional onsite training, subject to Hubwallet's approval and technician availability; additional charges may apply.

(d) Software Customization. Hubwallet shall provide reasonable Software customization based on the information requested by Hubwallet and provided by Merchant. Any additional customization after the Equipment has been shipped to Merchant is excluded from this Service Agreement and will be charged at Hubwallet's then current rate. HUBWALLET DOES NOT WARRANT THAT CUSTOMIZATION WILL BE FREE FROM DEFECTS OR MISTAKES. HUBWALLET EXPRESSLY DISCLAIMS AND MERCHANT AGREES TO HOLD HUBWALLET HARMLESS FOR ANY ERRORS IN THE EQUIPMENT AND SOFTWARE.

(e) Software Updates. Hubwallet may, in its sole discretion, make Software updates available to Merchant. Merchant must install all Software updates within 30 days. Hubwallet reserves the right not to provide support services, or charge Merchant additional fees for support, if Merchant does not install a Software update on time. Hubwallet will provide remote backup of the Software on a regular basis. Hubwallet will use commercially reasonable efforts, in the event of Software failure, to assist Merchant in recovering Software backup files to facilitate the successful operation of the Equipment.

(f) Non-standard Support and Maintenance. Hubwallet may, in its sole discretion and for additional charges, provide services and repair, redesign, reinstall, reconfigure, or replace the Equipment when either such services are required due to causes not attributable to normal wear and tear, including: (i) Merchant's failure to continually maintain the Merchant Location in conformance with commercially reasonable standards; (ii) impairments in the performance of the Equipment resulting from changes to the Equipment made by Merchant or mechanical, electrical, or electronic interconnections made by Merchant; (iii) damage caused by accidents, natural disasters, or the negligence of, or improper use or misuse of, the Equipment by Merchant; (iv) damage or necessity of repair resulting from unauthorized maintenance by Merchant or any third party other than Hubwallet or its authorized representative; (v) damage or repair necessitated as a result of relocation of the Equipment; (vi) change in laws or Card Association rules that require service, repair, or replacement beyond normal day-to-day maintenance; (vii) any third-party hardware or software in conjunction with the use of the Equipment without Hubwallet's express written consent; or (viii) theft of the Equipment.

6. Limited Software License. Subject to Merchant's compliance with this Service Agreement, Hubwallet grants Merchant a non-exclusive, non-transferable, royalty-free license, without the right to sublicense, to use the Software solely for Merchant's internal business purposes in conjunction with the Equipment. All rights not expressly granted are reserved by Hubwallet. Merchant shall not modify, reverse engineer, decompile, disassemble, copy, distribute, sublicense, transfer, or otherwise attempt to derive or disclose the Software or its source code, nor permit any third party to do so. Nothing in this Agreement conveys to Merchant any ownership interest in the Software, source code, documentation, or related intellectual property. Merchant acknowledges that proper operation of the Software requires Merchant to maintain, at its own expense, a continuously available and secure network environment. This license shall automatically terminate upon expiration or termination of this Service Agreement, unless Merchant continues to process transactions through Hubwallet pursuant to a Merchant Processing Agreement and remains current on the applicable Software Support Fee. This license does not grant any rights in Hubwallet's trademarks, service marks, trade names, or logos, and applies only to the Software expressly provided by Hubwallet. Hubwallet may modify this license upon notice to Merchant, and Merchant's continued use of the Software after the effective date of any modification constitutes acceptance.

7. Disclaimer of Warranties. Except as expressly stated in this Service Agreement, Hubwallet does not make any representation or warranty, whether express, implied, statutory, or otherwise, with respect to the Equipment, Software, Processing Services, or any other services provided under this Service Agreement. Hubwallet disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of performance, course of dealing, or usage of trade. Hubwallet does not warrant that the Equipment or Software will meet Merchant's requirements or that their operation will be uninterrupted, timely, secure, or error-free. Hubwallet provides the Equipment, Software, and Processing Services on an "as is," "as available," and "with all faults" basis. Merchant bears all risk regarding satisfactory quality, performance, accuracy, and results. Merchant is responsible, at its own expense, for maintaining appropriate internet connectivity, network security, and virus or malware protection. Hubwallet does not warrant that the Equipment, Software, or Merchant data will remain free from viruses, malware, or other security vulnerabilities after installation. Hubwallet is not responsible for issues arising from Merchant's selection or use of any internet service provider, network configuration, or third-party system. Merchant acknowledges that problems with internet connectivity may affect access to data, remote technical support, and operation of the Equipment, and that such problems are outside Hubwallet's control. Hubwallet is not liable for any costs, services, interruptions, errors, or failures resulting from Merchant's negligence, abuse, misuse, failure to perform routine maintenance, or failure to follow standard operating procedures. To the maximum extent permitted by law, Merchant waives any claim against Hubwallet arising from (i) Merchant's failure to maintain adequate security measures or virus protection, (ii) unauthorized access to Merchant's systems or data not caused by Hubwallet's willful misconduct, or (iii) Merchant's inability to access data or connect to the internet due to the circumstances described in this section.

8. Limitation of Liability. Neither Hubwallet nor any of its affiliates (including parents, subsidiaries, or other related entities), successors, or assigns will be liable to Merchant or to any of Merchant's owners, partners, shareholders, affiliates, successors, or assigns for any consequential, incidental, indirect, punitive, or special damages, including lost profits, loss of business, business interruption, or other economic damages (including damages arising from improper or inadequate taxes charged), regardless of the theory of liability and regardless of whether Hubwallet was advised of the possibility of those damages. The aggregate liability of Hubwallet and its affiliates arising out of or relating to this Service Agreement, or Merchant's use of or inability to use the Equipment or Software, will not exceed the total fees actually paid by Merchant under this Service Agreement during the three (3) months immediately preceding the date on which Merchant first asserted the claim giving rise to liability. Hubwallet and its affiliates will not be liable for any damages or losses arising from or relating to downtime, unavailability, or interruption of the Equipment or Software. Nothing in this Service Agreement limits or excludes liability arising from a party's willful misconduct.

9. Indemnification. Merchant shall indemnify, defend, and hold harmless Hubwallet and its affiliates (including parents, subsidiaries, and other related entities), and each of their respective employees, contractors, subcontractors, agents, successors, and assigns (the "Indemnified Parties") from and against any claim, action, suit, demand, loss, damage, penalty, liability, cost, or expense (including reasonable attorneys' fees and expenses) (collectively, "Claims") arising out of or relating to: (i) Merchant's unauthorized modification, misuse, or improper use of the Equipment or Software; (ii) Merchant's breach of this Service Agreement; or (iii) Merchant's negligent acts or omissions. Hubwallet shall provide Merchant with prompt written notice of any claim for which indemnification is sought. A delay in providing notice will not relieve Merchant of its indemnification obligations except to the extent Merchant is materially prejudiced by the delay. Merchant shall defend the applicable claim using legal counsel reasonably acceptable to Hubwallet and shall not settle any claim without Hubwallet's prior written consent, which shall not be unreasonably withheld. Hubwallet may participate in the defense of any claim, at its sole discretion and at its own expense, using counsel of its choosing. Merchant shall reasonably cooperate in the defense of the claim. Merchant's indemnification obligations survive termination or expiration of this Service Agreement.

10. Miscellaneous Terms Including Binding Arbitration Agreement.

(a) Assignment. Merchant shall not assign or transfer its rights or obligations under this Service Agreement without Hubwallet's written consent. Hubwallet may assign any or all of its interest, rights, and obligations in this Service Agreement without consent from Merchant. Any prohibited assignment shall be null and void. This Service Agreement shall be binding upon the heirs, successors, and permitted assigns of the parties.

(b) Amendments. This Service Agreement may be amended by Hubwallet, Hubwallet's affiliates, or assigns, upon 30 days' written notice. Using the Equipment after a change takes effect constitutes acceptance of the amendment. Any amendment to this Agreement shall apply prospectively only and shall not retroactively increase fees or obligations incurred prior to the effective date of such amendment.

(c) Notices. Notices permitted or required to be given hereunder shall be deemed sufficient if given by First-Class Mail or electronic mail addressed to Merchant's address on MPA or Hubwallet's address in Section 10.e(iii) (or other addresses the parties may designate by like notice from time to time). Notices so given shall be effective as of the date received. Notwithstanding the foregoing, notices required under Section 10(e) (Binding Arbitration Agreement) shall be given exclusively in the manner specified therein.

(d) Severability. In the event that any of the terms of this Service Agreement are in conflict with any rule of laws, regulations, provisions or otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed amended so that such term of provision complies with such applicable law or regulation, but such invalidity, unenforceability, or revision shall not invalidate any of the other terms of this Service Agreement and it shall continue in force, unless the invalidity or unenforceability of any such provisions hereof does substantial violence to, or where the invalid or unenforceable provisions comprise an integral part of, or are otherwise inseparable from, the remainder of this Service Agreement. Section 10.e(viii) applies if any part of the Arbitration Agreement (Section 10.e) is found illegal or unenforceable and prevails over this section if inconsistent with it.

(e) Binding Arbitration Agreement. The term "Merchant" in this Section 10.e ("Arbitration Agreement") includes Merchant and the Guarantor(s) listed on MPA. This Arbitration Agreement binds all of them and Hubwallet.

(i) Hubwallet and Merchant agree to resolve all claims and disputes of every kind between them or their respective owners, partners, shareholders, affiliates (including parents, subsidiaries, and other related entities), predecessors, successors, or assigns only through binding individual arbitration before the American Arbitration Association ("AAA"). This Arbitration Agreement is to be broadly interpreted. It includes: (A) claims or disputes relating to any aspect of the relationship between Hubwallet and Merchant including claims or disputes relating to this Service Agreement, the Equipment, the Software, the Processing Agreement, any Hubwallet product or service, and any agreement to which Merchant and Hubwallet are parties (even if the claim or dispute does not involve the Service Agreement), whether based in contract, tort, statute, fraud, misrepresentation, omission, or any other theory; (B) claims or disputes that arose before this Service Agreement or any other agreement became effective (including claims or disputes relating to advertising); (C) claims or disputes that are the subject of purported class action litigation on the date this Service Agreement becomes effective but Merchant is not a member of a certified class on that date; and (D) claims or disputes that arise after the termination of this Service Agreement but relate to it or to the Equipment or Software.

(ii) Class Action Waiver. Merchant and Hubwallet waive their rights to sue before a judge or jury and to participate in a class action, class-wide arbitration, private attorney general action, or any other proceeding in which a party acts in a representative capacity. Instead, any claim or dispute will be resolved on an individual basis by a neutral arbitrator whose decision (called an "award") will be final except for a limited right of appeal under the Federal Arbitration Act. The arbitrator may not join or consolidate proceedings together without the consent of all parties to all proceedings.

(iii) Before seeking arbitration, Hubwallet or Merchant must first send to the other, by certified mail return receipt requested or a courier service that requires a signature upon delivery, a written Notice of Dispute ("Notice"). A Notice to Hubwallet must be addressed to: Hubwallet, 21550 Oxnard St, Ste 700, Woodland Hills, CA 91367. A Notice to Merchant must be addressed to its address in Hubwallet's records. The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought. If Hubwallet and Merchant do not reach an agreement to resolve the claim or dispute within 30 days after the Notice is received, Merchant or Hubwallet may commence an arbitration.

(iv) Hubwallet or Merchant may bring an individual suit in a small claims court instead of sending a Notice or arbitrating. Merchant may sue in the small claims court in the county of Merchant's principal place of business or Los Angeles County, California; Hubwallet may sue in the small claims court in Merchant's principal place of business. This Arbitration Agreement does not preclude Merchant from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against Hubwallet on Merchant's behalf.

(v) The AAA's Commercial Arbitration Rules, as modified by this Arbitration Agreement, apply. To commence an arbitration, submit a Demand for Arbitration with the required fee to the AAA and send a copy to Hubwallet at the address in Section 10.e(iii). For information, visit adr.org or call 1-800-778-7879. For disputes involving $25,000 or less, any hearing will be telephonic unless the arbitrator finds good cause to hold an in-person hearing. Any in-person hearing will be held in the county of Merchant's principal place of business.

(vi) For disputes involving $75,000 or less, Hubwallet will pay all AAA and arbitrator's fees and will promptly refund Merchant's filing fee, unless the arbitrator finds the arbitration frivolous or brought for an improper purpose. For disputes involving more than $75,000, AAA rules govern fees. Hubwallet will not seek its attorney's fees or expenses in any arbitration.

(vii) The arbitrator may award the same relief as a court could but may award declaratory or injunctive relief only to the individual party and only to the extent necessary to provide relief for that party's individual claim. Any court with jurisdiction may enforce the arbitrator's award.

(viii) If the class action waiver in Section 10.e(ii) is found to be illegal or unenforceable as to all or any part of a claim or dispute, then the Arbitration Agreement is null and void as to that part, which shall proceed in court with the rest proceeding in individual arbitration. If any other provision of the Arbitration Agreement is found to be illegal or unenforceable, that provision shall be severed and the rest will continue to apply in individual arbitration.

(ix) Notwithstanding any provision to the contrary, if Hubwallet makes any future change to this Arbitration Agreement (other than address changes) during the Initial Term or a Renewal Term, Merchant may reject that change by sending Hubwallet written notice within 30 days of receiving notice of the change to the address in Section 10.e(iii). The version of the Arbitration Agreement in force just before the rejected change will govern.

(x) Nothing in this Arbitration Agreement limits or restricts the right of any federal, state, or local governmental authority to bring an enforcement action, investigation, or regulatory proceeding.

(f) Binding Agreement. This Service Agreement shall not become a binding agreement between the Parties until it is approved by Hubwallet. The commencement of the transaction processing under this Service Agreement shall constitute Hubwallet's approval and its signature to this Service Agreement.

(g) Governing Law. Except as governed by the Federal Arbitration Act with respect to arbitration, the laws of the State of California govern this Service Agreement and any claim arising out of or relating to it, without regard to conflict-of-laws principles.

(h) Privacy Policy. By entering into this Service Agreement, you agree to abide by the terms of Hubwallet's Privacy Policy. The Privacy Policy can be found at www.Hubwallet.com/privacy-policy. For avoidance of doubt, you give Hubwallet the permission to, but not limited to, collect and allow third parties to utilize: User-Provided Information, Service Information, Third-Party Software Information, and Transaction Data.

(i) One-Year Limit on Claims and Disputes. Any claim or dispute must be filed in arbitration or small claims court (or in court if the Arbitration Agreement is found to be illegal or unenforceable so as to permit filing in court) within one (1) year of the date it first could be filed. Otherwise, it is permanently barred.

(j) Conflicting Terms. This Service Agreement shall prevail over any conflicting terms or oral statements that may be contained in any instructions or other communications Merchant submits to Hubwallet with respect to this Service Agreement.

(k) Independent Contractor. Nothing in this Service Agreement or in its performance shall be construed to create any partnership, joint venture, or relationship of principal and agent or employer and employee between Hubwallet and Merchant or any of their respective affiliates or subsidiaries. Hubwallet and Merchant are and shall remain independent contractors. As such, neither Merchant nor any employees, agents, or affiliated persons of Merchant shall be entitled under any circumstances to maintain any action against Hubwallet for any bodily injury incurred by Merchant or any employees, 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 workers' compensation, and liability insurance coverage related to its employees, agents, or contractors, and that Hubwallet shall have no responsibility for any such coverage.

(l) Force Majeure. Any delay or nonperformance of any provision of this Service Agreement (other than for payment of fees or charges incurred under this Service Agreement or the requirement to file claims or disputes within one (1) year) caused by conditions beyond the reasonable control of the performing party shall not constitute a breach of this Service Agreement, and the time for performance of such provision, if any, shall be deemed to be extended for a period equal to the duration of the conditions preventing performance.

(m) No Waiver of Rights. Unless expressly provided herein, no failure or delay on the part of any party in exercising any right under this Service Agreement will operate as a waiver of that right, nor will any single or partial exercise of any right preclude any further exercise of that right.

(n) Survival of Some Terms. Sections 2, 3, 4, 5(d), 7, 8, 9, 10, and 11, and any other provision that by its terms survives termination, shall survive the termination of this Service Agreement and continue to bind Hubwallet and Merchant.

(o) Entire Agreement. HUBWALLET'S REPRESENTATIVES MAY HAVE MADE ORAL STATEMENTS REGARDING THE EQUIPMENT, SOFTWARE, OR SERVICES. NONE OF THE ORAL STATEMENTS CONSTITUTE WARRANTIES, MERCHANT SHALL NOT RELY ON ANY OF THEM, AND THEY ARE NOT PART OF THIS SERVICE AGREEMENT. THIS SERVICE AGREEMENT, INCLUDING ITS EXHIBITS, CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PREVIOUS PROPOSALS, ORAL OR WRITTEN, AND ALL NEGOTIATIONS, CONVERSATIONS, OR DISCUSSIONS HERETOFORE HAD BETWEEN THE PARTIES RELATED TO THIS SERVICE AGREEMENT. MERCHANT ACKNOWLEDGES THAT IT HAS NOT BEEN INDUCED TO ENTER INTO THIS SERVICE AGREEMENT BY ANY REPRESENTATIONS OR STATEMENTS, ORAL OR WRITTEN, NOT EXPRESSLY CONTAINED IN THIS SERVICE AGREEMENT.