Welcome to Solutions B2B

READ THE FOLLOWING BUYER AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY CLICKING ON THE "ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT ACCEPT" BUTTON OR LEAVE THE WEBSITE.

Please contact us at [email protected] for any queries.

This SVS Buyer Agreement (including all schedules, exhibits, and addenda, collectively, the "Agreement") is entered into by and between Stored Value Solutions, a division of Comdata Inc., a Delaware company having an office at 101 Bullitt Lane, Suite 305, Louisville, KY 40222 and Buyatab Online Inc., a British Columbia corporation having an office at B1 - 788 Beatty Street, Vancouver, BC, V6B 2M1 (collectively, "SVS") and the entity that either accepts the terms of this Agreement, whether through a written signature or by accepting the terms through electronic means, or orders Gift Cards (as defined herein) pursuant to this Agreement ("Buyer") (each a "Party" and collectively, the "Parties"). This Agreement consists of the terms set forth herein, and the schedules attached hereto, which are expressly incorporated herein by reference.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties hereto agree as follows:

1. INTERPRETATION

1.1. Definitions. All capitalized words used in this Agreement but otherwise not defined will have the meanings given to such terms as follows:

(a) "Applicable Law" means local, state, provincial and federal laws, ordinances, codes, rules and regulations, including but not limited to, the Bank Secrecy Act, the USA PATRIOT Act, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and other relevant anti-money laundering laws, consumer promotion laws, consumer protection laws, privacy and data security laws, the Internal Revenue Code, and rules and regulations promulgated by the Office of Foreign Asset Control ("OFAC"), and the Office of the Superintendent of Financial Institutions ("OSFI"), applicable to a Party in light of that Party's role with respect to SVS' Solutions B2B Program, the services and Gift Cards.

(b) "Buyer Fees" means the purchase price and schedule of fees applicable to the Gift Cards and Open Loop Cards purchased by Buyer, as set out in Buyer's account on the SVS Technology ("Buyer's Account"). Such fees are subject to terms and conditions between each Merchant or Open Loop Provider and SVS and also subject to change by SVS from time to time by updating the Buyer's Account.

(c) "Gift Card" means a physical, digital or electronic instrument with stored value or credit evidencing a promise by a Merchant that certain goods, services, or otherwise will be provided by such Merchant to the bearer of such instrument.

(d) "Loyalty Program(s)" means a loyalty, award, or promotional program.

(e) "Marks" mean the Merchant Marks and the Open Loop Provider Marks, as applicable.

(f) "Merchant Marks" means the names, logo, trademarks, and trade names of the Merchants (as defined herein) expressly provided in writing by SVS to Buyer for use in accordance with and subject to the terms of this Agreement.

(g) "Open Loop Card" means a tangible or digital prepaid open-loop stored value card that is to be used in connection with a Loyalty Program. Buyer understands that the Open Loop Cards are generally intended to be "loyalty award, or promotional cards" as defined in 12 CFR 205.20(f) (hereinafter "LAP Cards").

(h) "Open Loop Provider" means the distributor, provider or issuer of open-loop stored value cards (including without limitation reloadable, non-reloadable, and restricted access network cards).

(i) "Open Loop Provider Marks" means the names, logo, trademarks, and trade names of the Open Loop Providers expressly provided in writing by SVS to Buyer for use in accordance with and subject to the terms of this Agreement.

(j) "SVS Technology" means SVS's, its affiliate's, and/or its third party's proprietary gift card internet-based software and technology.

Other capitalized terms have the meanings defined in this Agreement.

1.2. Programs.

(a) Gift Card. SVS, directly, or through one or more of its affiliates, has entered into contracts with certain merchant suppliers who have agreed to participate in SVS's Solutions B2B program (each a " Merchant" and collectively, the "Merchants"), pursuant to which SVS may purchase Gift Cards from the Merchants and sell them through the SVS Technology to companies that purchase Gift Cards for use in its Loyalty Programs through their own technology or online properties as further set forth in Schedule 1 to SVS Buyer Agreement, Gift Card Program.

(b) Open Loop Cards. SVS, directly, or through one or more of its affiliates, has entered into contracts with certain Open Loop Providers, pursuant to which SVS may purchase, directly or indirectly through a third party, Open Loop Cards from the Open Loop Providers and sell them through the SVS Technology to companies that purchase Open Loop Cards for use in its Loyalty Programs through their own technology or online properties as further set forth in Schedule 2 to SVS Buyer Agreement, Open Loop Card Program.

(c) Buyer agrees that it will provide SVS with details of its Loyalty Programs prior to any order. SVS reserves the right to stop selling Gift Cards or Open Loop Cards in connection with any Loyalty Program if any of the information provided by Buyer is or becomes inaccurate or upon direction of any Merchant or Open Loop Provider. Buyer must ensure that the Loyalty Programs and any other use of the Gift Cards or Open Loop Cards are consistent with the use described in the relevant program information provided to SVS.

(d) All purchases of Gift Cards and Open Loop Cards are subject to the terms and conditions and policies and procedures set forth from time to time by the Merchant or Open Loop Provider, as applicable. All products and services for which a Gift Card may be redeemed are provided or otherwise made available by the relevant Merchant, and the provision thereof is subject to the prior approval and terms and conditions as set forth by such Merchant. Buyer shall not offer any Gift Card or Open Loop Cards to consumers without prior review and approval from SVS. Buyer shall not accept the return of any Gift Card or Open Loop Card from a consumer or provide a refund for any purchase of a Gift Card or Open Loop Card to a consumer. Buyer is solely responsible for all unauthorized returns or refunds.

(e) Unless otherwise set forth on a Schedule, the programs are available in the United States only. A separate schedule is necessary for programs in Canada.

(f) All orders by Buyer shall be governed only by the terms and conditions of this Agreement notwithstanding any preprinted terms and conditions on Buyer's purchase order. Any additional or different terms in Buyer's documents are deemed to be material alterations and notice of objection to and rejection of them is hereby given. Any failure by SVS to object to any additional or different terms proposed by Buyer will not be deemed a waiver or modification to the terms of this Agreement.

2. TERM AND TERMINATION.

2.1. Term. This Agreement is binding on Buyer upon the earlier of the date of Buyer's agreement to these terms or the date Buyer first places an order with SVS. The term of this Agreement will commence upon acceptance by SVS, which may include acceptance of an order from Buyer and shall continue until the Agreement is terminated as set forth herein.

2.2. Termination for Convenience. Either Party may terminate this Agreement for any reason whatsoever upon 60 days' prior written notice to the other Party.

2.3. Termination upon Breach.

(a) SVS may terminate this Agreement effective immediately upon written notice to Buyer in the event that Buyer is in default of its obligations or covenants under this Agreement and such default remains uncured five days after written notice thereof from SVS.

(b) Buyer may terminate this Agreement effective immediately upon written notice to SVS in the event that SVS is in default of its obligations or covenants under this Agreement and such default remains uncured 30 days after written notice thereof from Buyer.

(c) Either Party may terminate this Agreement effective immediately upon written notice to the other Party in the event that the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or passes a resolution for its dissolution, winding-up, or liquidation.

(d) Either Party may terminate this Agreement effective immediately if any Applicable Law or action of any government entity or authority prohibits or substantially limits a Party from continuing its involvement in the subject matter of this Agreement or forces the Parties to materially modify the terms and conditions of this Agreement.

3. TRANSACTIONS

3.1. Gift Card Transactions. The Buyer's Account will contain a listing of available Gift Cards that Buyer may elect to purchase. Notwithstanding anything in this Agreement to the contrary, all orders are subject to SVS' acceptance and SVS has no obligation to sell a Gift Card to Buyer or fulfill an order for any Gift Card. SVS may remove a Merchant's Gift Card from Buyer's Account at any time.

3.2. Open Loop Card Transactions. The Buyer's Account may contain a listing of available Open Loop Cards, if applicable, that Buyer may elect to purchase. Notwithstanding anything in this Agreement to the contrary, all orders are subject to SVS' acceptance and SVS has no obligation to sell an Open Loop Card to Buyer or fulfill an order for any Open Loop Card. SVS may remove an Open Loop Card from Buyer's Account at any time.

4. PURCHASE ORDER PROCESS

4.1. Submission of Purchase Orders. Buyer will place orders for Gift Cards and/or Open Loop Cards (each order, a "Purchase Order") through Application Program Interface ("API") or SVS' B2B order portal with the SVS Technology. In each Purchase Order, Buyer will specify the number and denomination of the face value of Gift Cards from the Merchant and/or Open Loop Cards that Buyer wishes to purchase.

4.2. Payments for Purchase Orders.

(a) Buyer will pay the Buyer Fees set forth in the Buyer's Account for the Gift Cards and Open Loop Cards. The Buyer Fees and shipping fees are non-refundable unless otherwise agreed to by the Parties. Buyer must forward funds in advance to SVS by way of electronic funds transfer, wire transfer, establishing and maintaining a deposit account with SVS, or, if approved by SVS, credit card ("Advance Funds") to be applied toward the purchase of the Gift Cards and/or Open Loop Cards in the Purchase Order. If Buyer is approved to pay with a credit card and elects to purchase the Gift Cards or Open Loop Cards with a credit card, Buyer will also be assessed a processing fee of 3.95%, which fee is subject to change by SVS from time to time by updating the Buyer's Account.

(b) A Purchase Order is not considered accepted by SVS until SVS has provided its acceptance in writing to Buyer or fulfilled the Purchase Order. SVS will not accept a Purchase Order from Buyer if Buyer has not forwarded sufficient Advance Funds to cover the Buyer Fees.

(c) Unless otherwise stated in this Agreement, the fees charged and all other amounts due to SVS under this Agreement are net amounts, exclusive of all sales and other taxes, and Buyer will be responsible for and shall pay directly, any and all such taxes that they are legally obligated to pay. As between SVS and Buyer, SVS is not responsible for applicable taxes and reporting of taxes related to the purchase of Gift Card or Open Loop Cards, including, but not limited to, sales, duty, income (other than SVS' income), commission, payroll, gift, and excise taxes, whether or not invoiced.

4.3. Fulfilment of Purchase Orders. Generally, within 48 to 72 hours after acceptance of a Purchase Order by SVS, SVS will electronically send the Gift Cards or Open Loop Cards to Buyer or, for physical cards, initiate the physical fulfillment process, in accordance with such Purchase Order. For greater certainty, SVS shall process each Purchase Order only after the applicable Buyer Fees have been confirmed by SVS.

4.4. Risk of Loss. Upon SVS' transmission of the Gift Cards and/or Open Loop Cards the title to, and risk of loss of, such cards passes to Buyer. SVS will have no liability to Buyer or to any third party for any loss, theft, or misuse of any Gift Cards and/or Open Loop Cards that SVS has transmitted to Buyer (or its designated recipient(s)).

4.5. Monthly Transaction Reports. SVS shall provide monthly transaction reports to Buyer summarizing transaction activity in each calendar month of the term within 14 days of the last day of such calendar month, which will include the following information:

(a) opening balance of any undrawn funds received from Buyer and held by SVS;

(b) amount of funds, including Advance Funds, received from Buyer by SVS during the applicable calendar month;

(c) amount drawn from such funds during the applicable calendar month for (i) Buyer Fees, and (ii) other amounts due; and

(d) closing balance of any undrawn funds received from Buyer and held by SVS.

5. BUYER OBLIGATIONS.

5.1. Buyer Requirements.

(a) In addition to the obligations set out in this Agreement with respect to the Marks, Buyer agrees to comply with all Merchant‑specific and Open Loop Provider-specific policies and requirements communicated by SVS to Buyer from time to time.

(b) Buyer will: 1. only use the Gift Cards and Open Loop Cards for further distribution in accordance with the Loyalty Program(s) set forth by Buyer on the registration form to open the Buyer's Account and not redeem them itself; 2. comply with the Bank Secrecy Act (BSA), 3. comply with all SVS', Merchants', and Open Loop Provider's instructions on the use of the applicable Marks and the distribution of the Gift Cards or Open Loop Cards, as applicable, and 4. comply with the Merchants' Gift Card terms and conditions or Open Loop Provider terms and conditions, as applicable, provided to Buyer by SVS.

(c) Buyer shall, at all times, accurately describe the terms and conditions of the Gift Cards and/or Open Loop Cards, as applicable, and Buyer shall be solely liable for all costs, expenses and outcomes of descriptions of the Gift Cards and/or Open Loop Cards other than as approved by SVS as defined herein. Buyer shall not market, advertise or promote the availability of Gift Cards or Open Loop Cards or the Loyalty Programs under which they are distributed in any way that (i) is misleading or potentially misleading, or (ii) fails to clearly identify the Loyalty Program eligibility criteria or material terms and conditions of the Gift Cards or Open Loop Cards. Buyer shall not promote or market any Gift Card or Open Loop Card as a "gift," "cash," "cash back" or a similar cash equivalent.

(d) If requested by Buyer, SVS may agree, in its sole discretion, to allow digital tokens to be provided to Buyer for subsequent distribution, in which case the following terms apply. For certain of the SVS or the Open Loop Providers digital products, digital tokens are initiated through the use of hyperlinks containing unique identifiers ("Links"). Recipients receive the Link (via electronic secure transfer or such other mechanism as determined by SVS or the Open Loop Providers), and, after clicking the Link, access a website where the recipients may redeem the payment. SVS or the Open Loop Providers may provide Links to Buyer for distribution by Buyer. Buyer agrees that: (a) Buyer will maintain the security and confidentiality of such Links during storage, handling, or transmission, and (b) SVS may require Buyer to submit plans for the maintenance of such security, which plans will be subject to SVS' written approval. Buyer agrees to immediately notify SVS in writing of any loss of security or control regarding Links. Buyer may not use a third party in connection with the storage, handling, or transmission of the Links.

(e) Buyer is responsible for any losses resulting from and costs associated with managing fraudulent use of the Open Loop Cards that are attributable to the actions or inactions of Buyer, Buyer's third parties (e.g. Buyer's clients or service providers), anyone acting on Buyer's behalf, and the recipient of a payment issued by the Open Loop Provider on behalf of a Buyer's program, and Buyer will reimburse SVS to the extent SVS incurs such losses. Should Buyer, or any of Buyer's third parties, fail to maintain the security of Links or other Open Loop Card-related information and fraudulent use of Open Loop Cards is reasonably attributable to such failure, then such fraud will be attributed to the actions of or inactions of Buyer. Subject to applicable law, Buyer agrees to comply with all reasonable requests made by SVS or the Open Loop Providers to investigate, prevent, and recover sums due relating to any actual or suspected loss, fraud, or other improper use of any Open Loop Card ordered by Buyer. SVS or the Open Loop Providers may suspend or cancel any Open Loop Cards (or limit features offered on Open Loop Cards prospectively), including but not limited to reloadable and/or ATM access, if it believes such Open Loop Cards are being used fraudulently or for illegal or improper purposes.

5.2. Restrictions.

(a) For purposes of this section, "Confidential Information" shall mean any information identified by SVS as "confidential" or "proprietary" or which, under the circumstances, ought to be treated as confidential or proprietary, including but not limited to non-public information related to the business, strategies, plans, practices, policies and procedures, employees, customers, software, technical information, documentation, financial information, and prices of SVS and its affiliated and related companies. Buyer agrees and covenants that it shall not, during the performance of this Agreement or at any time after the termination or expiration of this Agreement, use or disclose to any third party, other than during the proper performance of its duties hereunder, SVS' Confidential Information. Buyer shall use the same degree of care as it uses to protect its own confidential information of a like nature, but no less than a reasonable degree of care, to maintain in confidence SVS' Confidential Information. The foregoing obligations shall not apply to any information that (a) is at the time of disclosure, or thereafter becomes, part of the public domain through a source other than Buyer, (b) is subsequently learned from a third party that does not impose an obligation of confidentiality on Buyer, (c) was known to Buyer at the time of disclosure as documented in business records maintained in the ordinary course of business, (d) was generated independently by Buyer as documented in business records maintained in the ordinary course of business, or (e) is required to be disclosed by law, subpoena or other process. The parties each acknowledge that a breach of confidentiality may cause irreparable harm to the non-breaching party for whom damages may not be an adequate remedy and that, therefore, the non-breaching party will be entitled to seek injunctive relief or other equitable remedies in the event thereof.

(b) Buyer agrees that it shall not, directly or indirectly, copy, modify, create a derivative work of, reverse assemble, disassemble, or decompile the SVS Technology, any other online tool made available to Buyer, or any part thereof or otherwise attempt to discover any source code in connection with the SVS Technology or other online tool, modify the SVS Technology or any other online tool, or use unauthorized or modified versions thereof, including for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to SVS's Confidential Information. Buyer shall limit use of the SVS Technology or any other online tool(s) to the purposes described in this Agreement.

5.3. Access IDs. In connection with the SVS Solutions B2B program, SVS may provide Buyer with access to the SVS Technology and certain other systems and services. Buyer is solely responsible for (i) ensuring that only authorized individuals have access to the SVS Technology, other SVS systems, and the services under this Agreement, (ii) immediately removing any individual that is no longer authorized, and (iii) any and all acts and omissions that occur under Buyer's account or password(s).

5.4. Buyer's Systems. Buyer shall be solely responsible for any fraud occurring or originating on Buyer's technology network or systems.

6. INTELLECTUAL PROPERTY

6.1. Marks and Third-Party IP.

(a) The Marks provided to Buyer for use in connection with this Agreement are the property of SVS and other parties. Buyer shall not use any such Marks without the written permission of SVS or such third party that may own the Marks. Subject to the foregoing, SVS grants Buyer, during the Term, subject to the terms and conditions established by the relevant Merchants and/or Open Loop Providers, non‑exclusive, non‑transferable, revocable sublicences to use the Marks, as applicable, solely for the purposes of marketing, promoting, and distributing Gift Cards or Open Loop Cards, as applicable, pursuant to this Agreement. Each such sublicence is effective only (i) for the permitted use of the specific Mark for which it is granted; and (ii) from the time that SVS provides Buyer with written confirmation of such permitted use of such Mark. Any restrictions or conditions for the use of the Mark set out by SVS in such written confirmation, or in any subsequent written notice from SVS to Buyer, shall apply to all subsequent use of the Mark by Buyer. Buyer agrees to only use the Marks in the manner provided in this Agreement and to not alter the Marks in any way. SVS' branding review is to ensure appropriate usage of Marks and should not be interpreted in any way as an approval of the elements of a Loyalty Program, or that the Loyalty Program complies with applicable law.

(b) Except as expressly set out in this Agreement, Buyer does not have any right, title, or interest in, or to use in any manner whatsoever, the Marks or any other Merchant or Open Loop Provider names, logos, service marks, trademarks, trade names, business names, taglines, or other proprietary designations (collectively, the "Third-Party IP").

(c) In addition to Buyer's other obligations of indemnification, Buyer shall indemnify and hold harmless SVS from and against any and all claims, actions, demands, losses, damages, judgments, settlements, costs and expenses (including reasonable legal fees and expenses), and liability of any kind, if and to the extent arising out of, as a result of, or in connection with any allegation that Buyer has (i) used Third-Party IP without permission of the Merchant or Open Loop Provider, as applicable, or has breached any of the terms of this Section 6.1; or (ii) otherwise committed any act or omission which violates or infringes the Merchant's or Open Loop Provider's intellectual property rights associated with any Third-Party IP.

6.2. SVS may include Buyer on SVS' customer list.

6.3. SVS does not, and shall not be deemed to, grant to Buyer any right, title or interest in or to proprietary technology, methods and methodologies, software code, documentation, tools, software and interfaces, trade secrets, works of authorship or other proprietary materials that are protected by intellectual property rights held by SVS or its licensors and used by Buyer in connection with this Agreement, including, without limitation, any and all intellectual property rights and other proprietary rights embodied therein or otherwise applicable thereto. SVS has not granted any intellectual property ownership interest in its logos, service marks, trademarks, trade names, business names, taglines, or other intellectual property.

6.4. Buyer shall comply with SVS' branding guidelines, and shall not distribute, either internally or to the public, any materials that refer directly or indirectly to SVS, any Merchant, or any Open Loop Provider without SVS' consent.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS.

7.1. If Buyer handles consumer information in connection with this Agreement, Buyer represents, warrants, and covenants that its use and disclosure of such consumer information does and will continue to comply with all Applicable Law relating to the protection of such information. Consistent with the foregoing, Buyer represents and warrants that any such personal information which Buyer furnishes to SVS is not the subject of any applicable "opt out" election and that Buyer has obtained (and will retain for any period required by Applicable Law) necessary approvals or consents prior to sending or disclosing personally identifiable information to SVS.

7.2. Each Party represents, warrants and covenants on their own behalf that they are and shall remain in compliance with Applicable Law. Further, Buyer represents and warrants that Buyer will comply with all Applicable Law in connection with its Loyalty Programs, including but not limited to consumer protection, rebate, promotions, and sweepstakes. Buyer shall ensure that any sweepstakes are structured to comply with Applicable Law and do not constitute an illegal lottery.

7.3. Buyer represents, warrants, and covenants that its participation in SVS B2B Solutions program shall at all times conform to the highest standards of business ethics and practices, and at no time will Buyer knowingly permit any act by its employees or representatives that will damage the name, reputation or goodwill of SVS.

7.4. The Parties represent and warrant that they are authorized to enter into this Agreement and that this Agreement does not violate or breach any other agreement to which they may be a party.

7.5. Buyer represents and warrants that the information Buyer provided in connection with the creation of the Buyer's Account is correct at the time made and at the time Buyer places any Purchase Order. If any of the information Buyer provided in connection with the creation of the Buyer's Account at any time becomes incorrect, Buyer will immediately notify SVS.

7.6. Buyer represents, warrants, covenants, and agrees that it has and will maintain all necessary federal, state, and local licenses, permits, approvals, registrations, or other authorizations from all applicable state and federal regulatory and governmental authorities necessary to perform its obligations under this Agreement.

7.7. Buyer represents, warrants, covenants, and agrees that it shall implement appropriate administrative, technical, and physical safeguards designed to ensure the security of its connection to the SVS Technology, protect against any anticipated threats or hazards to the security or integrity of the SVS Technology and protect against unauthorized access to or use of the SVS Technology that could result in substantial harm or inconvenience to SVS.

8. INDEMNIFICATION

8.1. Buyer agrees to defend, indemnify and hold harmless SVS, the Merchants, the Open Loop Providers, and their respective affiliates, and their respective officers, directors, agents, and employees from and against any and all charges, claims, losses, demands, damages, liabilities, costs, expenses, causes of action or suits, by reason of, based upon, relating to, or arising out of: (i) Buyer's breach of this Agreement; (ii) Buyer's violation of any Applicable Law; (iii) Buyer's negligence, willful misconduct or fraudulent actions; and (iv) Buyer's infringement of the rights (including, without limitation, the intellectual property rights, proprietary rights, rights to privacy and rights to publicity) of any person or entity.

8.2. SVS agrees to defend, indemnify and hold harmless Buyer from and against charges, claims, losses, demands, damages, liabilities, costs, expenses, causes of action or suits asserted by third parties, by reason of, based upon, relating to, or arising out of: (i) SVS's material breach of this Agreement; (ii) SVS's violation of any Applicable Law; and (iii) SVS's gross negligence, willful misconduct or fraudulent actions.

9. LIMITATION OF LIABILITY

9.1. Disclaimer. Except as expressly provided in this Agreement, and as required by law, SVS makes no representation or warranty of any kind, express or implied, arising out of or related to this Agreement, the Gift Cards, the Open Loop Cards, or the SVS Technology, including without limitation, any warranties of quality, suitability, merchantability, or fitness for a particular purpose, and non-infringement, all of which are hereby excluded. The SVS Technology is provided "as is". In no event shall SVS be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including procurement of substitute goods or services; loss of use, data, or profits; or business interruption), however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the Gift Cards, the Open Loop Cards, and/or the use of the SVS Technology, even if advised of the possibility of such damage.

9.2. Limitation of Liability. SVS' SOLE AGGREGATE RESPONSIBILITY, AND BUYER'S SOLE REMEDY, FOR DAMAGES FOR ERROR, DELAY, NONPAYMENT OR ANY ACTION OR FAILURE TO ACT SHALL BE LIMITED TO DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL AMOUNT PAID BY BUYER FOR THE DEFECTIVE SERVICE CAUSING THE DAMAGE (EXCLUDING THE VALUE OF THE GIFT CARDS AND/OR OPEN LOOP CARDS) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE LOSS. BUYER ACKNOWLEDGES THAT SVS HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE LIMITATIONS OF LIABILITY AND DAMAGES AND THE DISCLAIMERS OF WARRANTIES HEREIN AND THAT THEY FORM AN ESSENTIAL PART OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT SUCH LIMITATIONS AND DISCLAIMERS WILL SURVIVE AND APPLY IN ALL CIRCUMSTANCES.

9.3. Returns. All Gift Cards purchased by Buyer from SVS are final sales and SVS shall not accept or process any returns of any Gift Cards purchased by Buyer from SVS.

10. AUDIT RIGHTS. Upon at least seven days advance notice to Buyer, but no more than twice a year, SVS may audit Buyer's books and records to confirm Buyer's compliance with the terms of this Agreement. Buyer agrees to cooperate fully with SVS in such audit. Such review shall be during Buyer's normal business hours and will be conducted in a manner that minimizes interruption to Buyer's business operations. In addition, Buyer understands that Visa, Mastercard, Open Loop Providers and Merchants, at their sole discretion and at any time have the right to immediately or at any other time specified, require that any Loyalty Program or Buyer's use of the Open Loop Cards be modified in order to continue to include such Gift Cards or Open Loop Cards or to withdraw its consent to the Loyalty Program, and that SVS, Visa, Mastercard, Merchants, and Open Loop Providers have the right to audit Buyer's pertinent records for compliance with the standard and program requirements under this Agreement. Buyer further understands and agrees that SVS and Open Loop Providers may require, and Buyer will promptly provide, documentation and other evidence as is requested by SVS or the Open Loop Providers in order for SVS or such Open Loop Providers to carry out and be satisfied with the results of all necessary "Know Your Business" or other checks which may be required, in the sole opinion of such SVS or the Open Loop Provider, to carry out under any applicable law or legislation or by an regulatory or financial series authority, regarding either Buyer, its principals, cardholders, or distributors.

11. GENERAL PROVISIONS

11.1. Entire Agreement. This Agreement, including Schedules, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior communications, contracts, and agreements between the Parties with respect to the subject matter addressed in this Agreement, whether oral or written.

11.2. Currency. The currency denomination referred to as dollars or "$" in this Agreement shall be US dollars, unless otherwise specified in this Agreement.

11.3. Independent Contractors . None of the provisions of this Agreement is intended to create nor shall be deemed or construed to create any relationship between the Parties hereto other than that of independent entities contracting with each other hereunder solely for the purpose of effecting the provisions of this Agreement. Neither of the Parties hereto, nor any of their respective employees, shall be construed to be the employer of the other.

11.4. Governing Law; Choice of Jurisdiction. This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Kentucky, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Kentucky. Venue and jurisdiction of any suit brought to enforce the provisions of this Agreement shall lie exclusively in the federal and state courts of Jefferson County, Kentucky. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

11.5. Sales Tax. The parties agree that SVS is not collecting sales tax on the purchase and sale of Gift Cards or Open Loop Cards because these transactions are deemed not to be consideration for a supply for tax purposes. Buyer is responsible for any sales tax that may apply on the sale of Gift Card or Open Loop Cards.

11.6. Assignment and Enurement. Buyer may not assign this Agreement nor any right or obligation under this Agreement without SVS' prior written consent, which consent will not be unreasonably withheld, delayed, or conditioned. This Agreement enures to the benefit of and is binding upon the Parties and their respective permitted successors and assigns.

11.7. Subcontractors . SVS may hire or engage one or more subcontractors to perform any or all of its obligations under this Agreement.

11.8. Severability. Each Section of this Agreement is distinct and severable. If any Section of this Agreement, in whole or in part, is or becomes illegal, invalid, void, voidable or unenforceable in any jurisdiction by any court of competent jurisdiction, the illegality, invalidity or unenforceability of that Section, in whole or in part, will not affect the legality, validity or enforceability of the remaining Sections of this Agreement, in whole or in part, or the legality, validity or enforceability of that Section, in whole or in part, in any other jurisdiction.

11.9. Amendment and Waiver. SVS may at any time revise the terms of this Agreement by updating these terms and by providing notice to Buyer of that change. Buyer may terminate this Agreement upon notice to SVS within thirty days of Buyer's receipt of notice of such change. No waiver of, failure to exercise, or delay in exercising any Section of this Agreement constitutes a waiver of any other Section (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

11.10. Force Majeure. Notwithstanding anything to the contrary contained herein, a Party shall not be liable for any delays or failures in performance resulting from acts beyond its reasonable control including acts of God, terrorist acts, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, war, or civil unrest.

11.11. Further Assurances. Each Party will, at its own cost and expense, execute and deliver any further agreements and documents and provide any further assurances, undertakings, and information as may be reasonably required by the other Party to give effect to this Agreement and, without limiting the generality of this Section, will do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and documents, and provide any assurances, undertakings, and information as may be required at any time by all governmental authorities having jurisdiction over the affairs of a Party or as may be required at any time under applicable law.

11.12. Notices. Any notice, direction, or other communication given under this Agreement will be in writing and be delivered to the intended recipient by personal delivery, registered or certified mail, overnight courier, or delivery service for SVS, to the address as set forth on the first page of this Agreement, and for Buyer, to the address set forth in the paperwork submitted by Buyer to open the Buyer's Account.

Buyer consents to receiving notices and other communications electronically. A notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

11.13. Survival. Any provision of this Agreement that by its nature is intended to survive termination of this Agreement shall so survive and shall remain enforceable after such termination, including, without limitation, the provisions of Section 6.1(c), 6.4, 8, 9, and 11.

11.14. Captions. The section headings used herein are for convenience only and are not a part of this Agreement and will not be used in construing it.

11.15. Equitable Relief. Buyer agrees that any breach of this Agreement by Buyer may cause irreparable damage, and that, in event of such breach, in addition to any and all remedies at law, SVS will have the right to seek an injunction, specific performance or other equitable relief to prevent the continuous violations of the terms of this Agreement.

Schedule 1 to SVS Buyer Agreement

Gift Card Program

(1) Additional Buyer Obligations.

(a) Buyer Duties. Buyer shall: (i) conduct its business and activities in a professional, ethical, legal, and business-like manner that promotes a positive image for itself and SVS; (ii) not make any false, misleading or disparaging representations or statements about the Gift Cards or SVS; (iii) cooperate with SVS in any promotions or other marketing and advertising programs as SVS may reasonably request; (iv) promptly report any complaints regarding the Gift Cards to SVS; (v) not sell or distribute the Gift Cards to any other resellers or sub-distributors; and (vi) be solely responsible for any contracts or commitments it enters into, or costs or expenses it incurs, in connection with the Agreement or its performance hereunder.

(b) Due Diligence Information. Buyer agrees to: (i) provide SVS with such information as SVS may request regarding Buyer and its use of the Gift Cards; and (ii) obtain SVS's written approval prior to distributing any Gift Cards in connection with its Loyalty Programs. Notwithstanding any provision to the contrary in this Schedule or the Agreement, Buyer may not distribute the Gift Cards in connection with Loyalty Programs that SVS, in its reasonable discretion, determines would reflect poorly on SVS or the Merchants.

(c) Responsibility for Gift Cards. Buyer shall be responsible for all loss or theft of, or any fraud involving, the Gift Cards distributed pursuant to this Schedule and the Agreement, other than that which is caused by SVS or its employees. Buyer acknowledges Buyer's absolute, unconditional obligation to pay SVS for all amounts due with respect to sales of the Gift Cards hereunder.

(2) Representations, Warranties and Covenants; Indemnification.

(a) Representations, Warranties and Covenants. In addition to Buyer's representations, warranties, and covenants set forth elsewhere in the Agreement, Buyer further represents, warrants and covenants that: (i) all information regarding Buyer and its intended use of the Gift Cards, if any, provided to SVS by Buyer in connection with the purchase of the Gift Cards is true and accurate in all respects; (ii) it shall not re-sell, nor permit the re-sale of, any of the Gift Cards; and (iii) it shall only use or distribute the Gift Cards purchased hereunder for loyalty, award or promotional purposes and shall only distribute the Gift Cards to members and/or employees of such its Loyalty Programs in the United States.

(b) Indemnification. In addition to Buyer's indemnification obligations in the Agreement, Buyer agrees to indemnify, defend, and hold harmless, SVS and each Merchant and their respective affiliates, directors, officers and employees harmless from and against all third-party claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) relating to or arising in connection with Buyer's: (i) acts or omissions; (ii) breach of the representations, warranties, covenants or obligations contained within the Agreement and this Schedule; (iii) non-compliance with Merchant terms and conditions, policies, and procedures associated with the Gift Cards; or (iv) fraud, gross negligence or willful misconduct.

Schedule 2 to SVS Buyer Agreement

Open Loop Card Program

(1) Definitions. Defined terms applicable to this Schedule are set forth below. Any other defined terms contained herein have the meanings ascribed to them in the Agreement.

(a) "Cardholder Agreement" means the agreement governing the terms and use of an Open Loop Card between the Open Loop Provider and a recipient.

(2) Additional Buyer Obligations.

(a) Buyer Duties. Buyer shall: (i) conduct its business and activities in a professional, ethical, legal, and business-like manner that promotes a positive image for itself and SVS; (ii) not make any false, misleading or disparaging representations or statements about the Open Loop Cards or SVS; (iii) cooperate with SVS in any promotions or other marketing and advertising programs as SVS may reasonably request; (iv) promptly report any complaints regarding the Open Loop Cards to SVS; (v) not sell or distribute the Open Loop Cards to any other resellers or sub-distributors; (vi) not resell or otherwise transfer the Open Loop Cards for value; (vii) capture and validate all of the cardholder identities prior to submitting a Purchase Order and/or distributing the Open Loop Cards to recipients; and (viii) be solely responsible for any contracts or commitments it enters into, or costs or expenses it incurs, in connection with the Agreement or its performance hereunder.

(b) Due Diligence Information. Prior to Buyer distributing the Open Loop Cards, Buyer must: (i) provide SVS with such information as SVS may request regarding Buyer and its use of the Open Loop Cards; and (ii) obtain SVS's written approval prior to Distributing any Open Loop Cards. Notwithstanding any provision to the contrary in this Schedule or the Agreement, Buyer may not distribute the Open Loop Cards in connection with Loyalty Programs that SVS, in its reasonable discretion, determines would reflect poorly on SVS or the Open Loop Providers.

(c) Responsibility for Open Loop Cards. Buyer shall be responsible for all loss or theft of, or any fraud involving, the Open Loop Cards distributed pursuant to this Schedule and the Agreement, other than that which is caused by SVS or its employees. Buyer acknowledges Buyer's absolute, unconditional obligation to pay SVS for all amounts due with respect to sales of the Open Loop Cards hereunder.

(3) Compliance. Available denominations are subject to change upon notice. Availability of all products and services and program terms and conditions are subject to change upon notice by SVS. Buyer will provide consumers with all point-of-sale materials, including copies of state issued licenses, provided by SVS to ensure compliance with Applicable Law. Due to certain state laws, Open Loop Cards may not be available for distribution in some states. Under no circumstances shall Buyer allow or accept the return of Open Loop Cards from recipients. Buyer will be responsible for all unauthorized returns.

(4) Cardholder Agreements. In the event Buyer instructs SVS to deliver Open Loop Cards to Buyer for Buyer's fulfillment to recipients, SVS shall provide to Buyer the same number of Cardholder Agreements as Open Loop Cards purchased by Buyer hereunder. In such instance, Buyer shall ensure that a Cardholder Agreement is provided to each recipient who receives an Open Loop Card at the time an Open Loop Card is delivered to such recipient. Open Loop Cards are redeemable for goods and services at Visa or Mastercard United States debit acceptance locations. Unless otherwise approved by SVS in writing, cash access of any kind is not included and "Pay at the Pump" transactions at gas stations are not allowed. Open Loop Cards are subject to the expiration date on the face of the Open Loop Card. Upon expiration of the Open Loop Card, the Open Loop Card shall be terminated and any net unused monetary amount on the Open Loop Card will become the property of SVS or the Open Loop Provider.

(5) Inventory Control. If Buyer takes control of inventory of any Open Loop Cards, Buyer shall (i) store all Open Loop Cards in a secure location to which access is limited to only those employees and representatives of Buyer whose duties justify their access to such secure location, and (ii) take all steps necessary to properly secure and protect the Open Loop Cards.

(6) Verification Forms. Buyer must cooperate in a corporate ownership and credit history verification process pursuant to the below terms to meet SVS's or the Open Loop Provider's requirements and various state and federal regulations, including, without limitation, the Bank Secrecy Act, as amended. Prior to or contemporaneously with Buyer's entering into the Agreement and this Schedule, Buyer shall deliver to SVS completed verification forms ("Verification Forms"). Buyer must provide SVS updated Verification Forms as necessary from time to time to ensure that all information contained in the Verification Forms delivered by Buyer to SVS remains current and accurate at all times. Buyer acknowledges and agrees that all information contained in a Verification Form provided by Buyer to SVS will be verified by independent third parties on at least an annual basis. The authorization of Buyer hereunder to purchase Open Loop Cards is subject to the results of the verification process and can be revoked at any time.

(7) Fraud Alert/Recovery. Immediately following Buyer's discovery that an Open Loop Card was activated in a fraudulent manner due to fraud, Buyer shall communicate to SVS via fax, phone or overnight mail all information in Buyer's possession regarding such fraudulent transaction and SVS will immediately attempt to cancel the affected Open Loop Card. Buyer agrees that time is of the essence in such a situation and that should such a request for fraud recovery happen after the perpetrator of fraud has spent the funds in question, SVS will not have any obligation to refund or recover such funds. Buyer will be responsible for all employee fraud. If SVS or the Open Loop Provider determines, in its sole discretion, to reissue Open Loop Cards which have been lost or stolen, the Open Loop Provider may assess a separate fee for such reissuance.

(8) Representations, Warranties and Covenants; Indemnification.

(a) Representations, Warranties and Covenants. In addition to Buyer's representations, warranties, and covenants set forth elsewhere in the Agreement, Buyer further represents, warrants and covenants that: (i) all information regarding Buyer and its intended use of the Open Loop Cards, if any, provided to SVS by Buyer in connection with the purchase of the Open Loop Cards is true and accurate in all respects; (ii) it shall not re-sell, nor permit the re-sale of, any of the Open Loop Cards; (iii) it shall only use or distribute the Open Loop Cards purchased hereunder for loyalty, award or promotional purposes and shall only distribute the Open Loop Cards to members and/or employees participating in its Loyalty Programs; (iv) it will comply with all Applicable Law as it relates to the use and distribution of Open Loop Cards; (v) it will not distribute any Open Loop Card to any individual, employee or other third party that it has a reasonable basis to believe is engaged in illegal conduct; and (vi) all Open Loop Cards purchased under this Agreement are LAP Cards, and Buyer's intended and actual use of such Open Loop Cards is consistent with the definition of a LAP Card.

(b) Indemnification. In addition to Buyer's indemnification obligations in the Agreement, Buyer agrees to indemnify, defend, and hold harmless, SVS and each Open Loop Provider and their respective affiliates, directors, officers and employees harmless from and against all third-party claims, actions, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) relating to or arising in connection with Buyer's: (i) acts or omissions; (ii) breach of the representations, warranties, covenants or obligations contained within this Schedule; (iii) non-compliance with the terms and conditions, policies, and procedures associated with the Open Loop Cards; or (iv) fraud, gross negligence or willful misconduct.