Last Update: July 13, 2016

1. Services

1.1. AAC agrees to provide Services for all acceptable membership agreements of the Client that have been delivered to AAC from time to time under this Agreement.

1.2. Upon receipt of an acceptable membership agreement or account information and such membership agreement or account information becomes an active account; AAC will maintain appropriate account information during the time AAC is actively collecting the account on behalf of the Client.

2. Merchant and Bank Account Set-up/Power of Attorney

2.1. Client hereby appoints AAC to act as its attorney-in-fact as follows:

2.1.1. To establish and maintain a bank account and credit card processing merchant agreement on Client’s behalf with such bank and credit card processor as AAC may designate;

2.1.2. To receive sales data from Client and tender it to a credit card processor, for processing; and

2.1.3. In connection with such bank account and this Agreement, to execute any and all documents and take any and all other actions, on behalf of Client, that AAC deems necessary or appropriate without further authorization or consent of Client.

2.2. Such bank account shall be maintained for the purpose of receiving and accepting proceeds of the card transactions processed pursuant to this Agreement and other related activity, including adjustments, chargebacks and payment fees, all on Client’s behalf.

2.3. Client hereby irrevocably directs such bank to transfer, on each banking day, the closing balance of such account to a separate AAC account, as designated by AAC, to facilitate the transactions contemplated in this Agreement.

2.4. The Power of Attorney created hereby is coupled with an interest and shall be irrevocable.

2.5. Client hereby authorizes AAC to submit Client information to government agencies or other organizations, such as Office of Foreign Assets Control (OFAC) and Member Alert to Control High-risk Merchants (MATCH), as necessary to facilitate screening and monitoring required by bank and credit card processors.

3. Client Service Fees

3.1. The Client agrees to pay AAC for services provided herein according to the fee schedule.

3.2. AAC reserves the right, from time to time, to change the fees and charges provided for herein without prior notice. Client must provide notice in writing to AAC within sixty (60) days of Client’s receipt of the first monthly report reflecting such change. If Client disputes such changes, the parties may negotiate a mutual agreement regarding fees or either party may terminate this Agreement by providing thirty (30) days notice.

4. Customer Service Fees

4.1. The Client agrees that AAC may add additional fees to the customer accounts as required for services provided herein.

4.2. AAC has no control on the financial practices of responsible persons who sign up for services in Client’s facilities. Client understands that AAC will not absorb any expense created because of any customer of Client.

5. Legal Fees

5.1. Any legal fees incurred by AAC in collecting or defending membership agreements arising out of negligence, lack of due diligence or illegal activity on behalf of Client will be assessed and paid by Client.

6. Account Assignment

6.1. All contractual member agreements are assigned to AAC for the payment duration of the agreement.

6.2. Member agreements that have reached or exceeded the Statute of Limitations for the respective jurisdiction will be terminated by AAC without prior authorization. AAC will not provide services or further pursuit or other activity on such accounts.

6.3. AAC may determine that an account is no longer serviceable, and in doing so it may elect to consider only its own interests and will not be required to consider the effect on Client of terminating servicing of the account. All accounts that are determined as no longer serviceable will be returned to the Client for any further pursuit or activity. AAC will be released from any further responsibility with respect to such accounts.

7. Current Accounts Only

7.1. AAC only accepts membership agreements under which the member is not in default or past due for any amount.

8. Direct Payments

8.1. Direct payments on membership agreements to the Client are discouraged. In order to assure proper credit to each account, the Client agrees to promptly notify AAC of any direct payments, including account number and correct name in which the account is held.

9. Member Cancellation

9.1. The Client may cancel the membership agreement of any member, and such membership agreement will be removed from the active list and the Client will be notified.

9.2. Cancellations will not be accepted from individual members, only from the Client itself, unless prior authorization is received from Client.

9.3. Client Cancellations (including client requested automated cancellations) are subject to service fees.

9.4. Client agrees to pay to AAC any remaining debt balance on account after cancellation including all chargebacks and returns.

10. Term and Termination

10.1. Client may cancel this Agreement with respect to active membership agreements and membership agreements that are not yet in active service by giving the other party 45 days written notice.

10.2. AAC may immediately suspend services and/or cancel this Agreement without notice to Client if AAC has reason to believe any of the following occur:

10.2.1.Any violation of FinCen regulations, including, but not limited to, payment of illegal goods or services, pyramid schemes, or money laundering;

10.2.2.Attempts to falsify the identity of any individual;

10.2.3.Providing AAC with false documents;

10.2.4.Providing AAC with false account information; and

10.2.5.Attempt to defraud AAC, AAC Client’s, or Client accounts in any way.

10.3. Reserve amount will be held up to 45 days to offset returned payment or excess fees.

10.4. Funds will be held up to 45 days from last draft date.

11. Fund Transfer

11.1. AAC reserves the right to transfer funds between facility locations (i.e. client numbers) of the same guarantor to cover debt balances that may occur.

12. Bank Delay

12.1. AAC will not be liable for delays caused by third-party bank delays. Depending on the type of transfer (Wire, ACH, or Check), funds may not be available until the second business day after AAC initiates the transfer. Each bank has its own funding procedures and funding times may vary.

13. Chargebacks

13.1. You understand that AAC does not warrant the payment transactions and that these transactions are subject to ACH chargeback processes. Each processor has its own chargeback procedures and AAC will work on Client’s behalf to defend Client chargebacks. If Client is found liable for a chargeback, Client will be charged the full amount of the chargeback.

14. Set-Off Rights

14.1. To the extent permitted by law, AAC may set off against your balances for any obligation you owe AAC under this Agreement, including without limitation any chargebacks or refunds.

15. Accounts Receivable Management

15.1. AAC does not guaranty collection of Client’s accounts receivables and AAC will make reasonable efforts to collect any monies outstanding.

15.2. Client understands that nothing contained within this Agreement shall be interpreted as any guaranty of collection.

16. Taxes

16.1. The Client shall pay any and all federal, state or local excise, sales or use taxes or similar taxes imposed in respect to all membership agreements services by AAC for the Client under this Agreement, or the services involved with respect to such membership agreement (“Taxes”), and complete and file all required tax reports related thereto, all in a timely manner, and hereby agrees to indemnify and hold AAC, its officers, directors, shareholders and employees harmless from any loss, including attorneys’ fees, resulting from its failure to do so.

17. Commercial Entity Agreement

17.1. You agree to be bound by the Commercial Entity Agreement found at http://affiliatedacceptance.com/commercial-entity-agreement/ insofar as it applies to you. This agreement is incorporated by reference here as if set forth in full. This section applies once you process over $100,000 in annual sales with AAC because card networks mandate that large merchants (having annual sales greater than $100,000) must enter into a direct agreement with AAC’s processing bank partner. It may also apply should AAC’s bank partner otherwise require the Commercial Entity Agreement. This does not change any transaction arrangements, fees, or fulfillment structures between you and AAC.

18. Franchise Relationships

18.1. Any Client which is part of a franchise, whether de facto franchise or inadvertent franchise, may not cancel, terminate or otherwise modify this agreement without prior authorization by the Franchisor.

18.2. AAC will not be liable to any Client for any delay in cancellation, termination, or other modification of rights or obligations under this agreement which AAC believes or has reason to believe is a franchisee.

19. Fee Splitting

19.1. From time to time, Client may request AAC to split fees between parties, such as a promoter agreement. AAC will not be responsible for the actions of either party and will only make modifications upon written agreement signed by all benefitting parties. If the Client and split arrangement party have a dispute, it is wholly dependent upon the Client to reach a resolution; AAC will not be involved in any disputes or resolutions between said parties.

19.2. From time to time, AAC may, at the behest of a court order, registered judgment, tax lien, or other lien (collectively “Liens”), be required to modify Client’s receivables by a proportion according to the requirements of the Lien. AAC will not be responsible for any monies incorrectly taken at the request of a Lien Holder. Any dispute arising between Lien Holder and Client shall be Client’s sole responsibility and all costs associated with such dispute be borne by the Client or Lien Holder.

20. Force Majeure

20.1. Neither party will be deemed to be in default hereunder, or will be liable to the other, for failure to perform any of its obligations under this Agreement for any period, to the extent that such failure results from any event or circumstance beyond that party’s reasonable control, including acts or omissions of the other party or third parties, natural disasters, riots, war, civil disorder, court orders, acts or regulations of governmental bodies, labor disputes or failures or fluctuations in electrical power, heat, light, air conditioning or telecommunications equipment or lines, or other equipment failure.

21. Integration

21.1. This Agreement contains the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement.

21.2. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.

21.3. This Agreement shall take precedence over any other documents that may be in conflict therewith.

22. Successors and Assigns

22.1. This Agreement is binding upon the Parties, and inures to the benefit of the Parties and each Party’s respective successors and assigns.

23. Governing Law

23.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without resort to its conflicts of laws rules.

24. Venue

24.1. Any legal action or proceeding relating to this Agreement shall be instituted only in a court of competent jurisdiction in Jackson County, Missouri or in the United States District Court for the Western District of Missouri.

25. Severability

25.1. In the event that any of the terms of this Agreement is or becomes or is declared to be invalid or void by any court or tribunal of competent jurisdiction, such term or terms shall be null and void and shall be deemed severed from this Agreement and all the remaining terms of this Agreement shall remain in full force and effect.