THIS AGREEMENT (this “Agreement”) is made on the date set out in Item 1 of Schedule 1 of the MEMBERSHIP FORM by and between (i) QuickFee, Inc., 5601 Democracy Drive, Suite 205, Plano, TX 75024 (“QuickFee” or “We” or “Our”), and (ii) the party set out in Item 2 of Schedule 1 (“Company” or “You”) of the MEMBERSHIP FORM.

1. How This Agreement Works

1.1 This Agreement is a contract between You and QuickFee (“QuickFee” or “We”). It sets out the terms and conditions that apply to Your use of Our Services. You agree that Your use of Our Services shall constitute Your acceptance of this Agreement and that QuickFee will be Your exclusive provider of the Services.

1.2 If You do not want to be bound by this Agreement, You must stop using our Services. The Agreement will continue to apply to Your previous use of Our Services.

1.3 Before you sign up for Our Services, You must read any policy updates on Our website. All future changes set out in a policy update are incorporated by reference into this Agreement. The changes will take effect on the date specified. We recommend that You store or print a copy of this Agreement (including all policies) for Your records.

1.4 To the extent of any inconsistency between this Agreement and any policy identified in clause 1.3 above, the incorporated policy will prevail.

2. Amendments To This Agreement

2.1 We may amend this Agreement at any time, for example if We change the functionality of Our Services or as required by law.

2.2 We will post any revised version of this Agreement on Our website. With the exclusion of any substantive changes referred to in clause 2.3, the revised Agreement will take effect as soon as it is posted on Our website.

2.3 If We make any substantive changes to this Agreement which may negatively impact Your use of Our Services in a material way, We will email You a notification. You agree to receive such notices in this way. The changes will take effect on the date specified in the email which will be at least 30 days after We send the notification email to You.

2.4 Subject to clause 2.3, We may not provide 30 days prior written notice where We add new functionality to Our Services.

2.5 By continuing to use Our Services after any amendments to this Agreement, You agree to abide and be bound by any changes. If You do not agree with any changes We make to this Agreement, You may terminate this Agreement by closing Your account.

3. Our Relationship

About us

3.1 We act as a payment service provider. We do not have any control over, and are not responsible or liable for, the products or services paid for with Our Services.

3.2 We do not:

Act as a common carrier or public utility;

Pay interest on balances kept in Our account;

Act as an escrow agent with respect to any funds kept in Your account;

Enter into a partnership, joint venture, agency or employment relationship with You;

Determine if You are liable for any taxes; or

Collect or pay any taxes that may arise from Your use of Our Services.

Eligibility

3.3 To be eligible to use Our Services You must:

Live in or be incorporated in the United States;

Be capable of forming a legally binding contract; and

Hold a valid email address.

3.4 The Services allow you to receive payments by card and bank transfer from persons or entities (“Purchasers”) who wish to pay you for goods, services, deposits or other transactions authorized by the Network Rules. Neither QuickFee, nor any Bank, is a party to these transactions.

3.5 For payments by card, QuickFee initiates the payment process by providing information, directly or indirectly, to the Networks. The Bank is obligated to pay you under both (a) the provisions of its agreement with QuickFee, and (b) the Network Rules that make the Bank responsible for settling with you as a merchant.

3.6 For payments by bank transfer, QuickFee initiates the Automated Clearing House (“ACH”) payment process, directly or indirectly, by providing information to the Bank through the National Automated Clearing House Association (“NACHA”).

For payments by ACH, You acknowledge and agree that

a) All electronic ACH transactions requested or processed in connection with QuickFee account or Your use of the Services are subject to this Agreement, the Network Rules and all other applicable laws, rules and regulations, which may include Uniform Commercial Code Article 4A or Regulation E. For purposes of the NACHA Rules, QuickFee is an “Originator” or a “Third Party Service Provider” or a “Third Party Sender.” QuickFee reserves the right to refuse to make any payment through the ACH Network, for any reason, in QuickFee’s sole discretion;

b) You will authorize us to initiate any and all debit or credit ACH entries (“Entries”), and we will not originate any Entries on your behalf without your authorization;

c) You will comply with the Network Rules, which include NACHA Rules;

d) You will not initiate or request that we initiate any Entries that that violate Law;

e) You have not restricted the types of Entries that we may initiate, though we may restrict the types, volumes, or amounts of Entries at our discretion;

f) We may terminate this Agreement, or suspend the initiation of Entries for your violation of (or if we have reason to suspect that you have violated) any Network Rules; and

g) We have the right to audit your compliance with the terms of this Agreement and the Network Rules.

h) Representations and Warranties Regarding Authorization. You represent and warrant with respect to all Entries originated by you that (1) each counterparty whose account is being debited/credited (a “Receiver”) has authorized the debiting and or crediting of its account, (2) each Entry is for an amount agreed to by the Receiver, and (3) each Entry is in all other respects properly authorized.

Transfers or assignments

3.7 You cannot transfer or assign any rights or obligations You may have under this Agreement without Our prior written consent.

3.8 We may transfer or assign this Agreement, and any right or obligation under this Agreement to a third party without Your consent. We will notify you in advance of such a transfer or assignment.

4. Fees

All fees are set out in Schedule 1 of the MEMBERSHIP FORM and QuickFee’s Fee Schedule. You agree to pay all fees as they become due and payable and authorize the use of the Direct Debit Authority executed by You in the QuickFee MEMBERSHIP AGREEMENT for that purpose.

5. Your Obligations When You Open An Account

5.1 You authorize Us to disclose Credit Card- related profile and purchase behavior information to Visa and MasterCard for the purpose of eliminating fraud and illicit behavior.

5.2 When using Our Services You must not:

Provide false, inaccurate or misleading information;

Act fraudulently;

Use our Services to provide yourself a cash advance from your Credit Card (or help others to do so);

Be defamatory, unlawfully threatening or harassing;

Transmit any computer viruses or malicious code;

Allow anyone else to have or use your Payment Methods or password details; or

Use, or attempt to use, Our Services for purposes other than sending and receiving payments and managing Your account, including tampering, hacking, modifying or otherwise corrupting the security or functionality of Our Services.

5.3 Our failure to act with respect to a breach by You or others does not waive Our right to act with respect to subsequent or similar breaches.

5.4 You authorize QuickFee to be entitled to the funds in Your account and acknowledge that QuickFee may hold or withdraw funds on Your behalf:

For risk management reasons;

To pay fees to QuickFee or a third party;

To pay another person or QuickFee as a consequence of a refund, Reversal, Chargeback or claim; or

To combine the accounts You hold with Us.

5.5 To access Credit Card related payment services, QuickFee will introduce you to an independent Credit Card processing service. To access those services, You will need to enter into a separate agreement with such provider. View the Electronic Payment Processing Terms of Service at www.quickfee.com/legal.

6. Receiving Funds

6.1 If We receive a payment that has been sent through our Service to you, We will pay that amount to You when it becomes clear funds, usually 5 business days from receipt.

Obligations when receiving funds

6.2 If You receive funds through Our Services you must pay any applicable fees for receiving the funds into Your account.

Withdrawing funds

6.3 If We have placed a hold on a transaction we will not transfer the funds related to that transaction until the hold is released.

6.4 You must ensure the details of Your Nominated Bank Account are correct.

6.5 If a transaction for which We have paid You is subsequently dishonored, You must repay us that amount within 5 days. You authorize QuickFee to debit Your bank account to collect the amount due to Us for the repayment.

7. Holds On Funds

7.1 We may hold funds in your account for a variety of reasons as set out below. We will notify you if We place a hold on any funds in Your account.

Why does QuickFee hold funds?

QuickFee holds funds to review and mitigate any actual or reasonably anticipated risk of Us or Our users being adversely affected.

When does QuickFee hold funds?

QuickFee holds funds when:

We need to ensure the integrity of a transaction; or

We believe that there is a risk associated with You and Your account.

What does QuickFee consider before holding funds?

Before holding funds, QuickFee considers:

Information We receive from related third parties; and

Whether the funds are related to an irregular or unusual transaction; and Other related information.

How long does QuickFee hold funds?

Holds are usually placed for 21 days. Funds may be held for longer than 21 days if:

You receive a dispute, claim Chargeback or Reversal relating to the transaction subject to the hold: and/or

We have taken another action permitted under this Agreement, for example if We believe there is an increased risk associated with Your account or We need you to Prove Your Identity.

We may release a hold earlier than 21 days where We reasonably believe that the relevant transaction has completed successfully.

Funds held for buyer disputes may not be released until We consider the issue resolved.

7.2 Company will not have access to held funds until the hold is released. Company directs QuickFee to make any payments, Reversals or refunds from held funds to a person entitled to them in accordance with this Agreement.

7.3 QuickFee may remove held funds from Company’s account in accordance with this Agreement.

7.4 Funds subject to a hold may be subject to a subsequent Reversal, Chargeback or claim, even after the hold has been released.

7.5 If QuickFee has placed a hold on a transaction QuickFee will not transfer the funds related to that transaction until the hold is released.

8. Closing Your Account

8.1 This Agreement will begin on the Effective Date and be in effect until terminated as set forth in this section 8.

If a term is specified in Item 1 of Schedule 1 of the MEMBERSHIP FORM, then:

(a) this Agreement will be in effect for the period specified;

(b) the term of this Agreement shall thereafter be extended for subsequent twelve (12) month periods (each a “Renewal Term”), unless notice of intent not to renew is delivered in writing by either Party to the other Party not less than two months prior to the end of the then current term; and

(c) the Initial Term, together with any Renewal Terms is referred to herein as the “Term”.

8.2 We may close Your account at any time, for any reason, including a breach of this Agreement, by providing notice.

8.3 When Your account closes, any pending transactions will be cancelled.

8.4 You may not be able to close Your account where You have:

A dispute in progress; or

Any account restriction, limitation or hold.

8.5 Any funds We are holding for you at the time of closure, less any fees, will be paid to You at QuickFee’s discretion by:

Direct deposit to Your Nominated Bank Account; or

A cheque mailed to the address listed in Your account.

8.6 You cannot use closure of Your account as a means of evading investigation. If an investigation is pending at the time You close Your account, We may continue to hold Your funds for up to 180 days to protect Us against the risk of Reversals. In some cases We may be prohibited by law from releasing funds or unrestricting Your account. If You are later determined to be entitled to some or all of the funds in Your account, We will release them to You.

8.7 You will remain liable for all obligations related to Your account even after it is closed.

8.8 If you close your account or QuickFee closes your account, you will return any device (if applicable) and any unused collateral provided by QuickFee.

8.9 The following clauses will survive any termination or expiry of this Agreement:

4. Fees;

7. Hold On Funds;

8. Closing Your Account;

11. Notices;

12. Release;

14. Warranties and Limitation Of Liability;

15. Indemnification;

16. Assumption Of Rights;

17. Governing Law;

20. Miscellaneous; and

22. Definitions And Interpretation.

8.10 If You enter, or have entered, into an agreement with QuickFee that contains an Initial Term or Renewal Term clause, and You close Your account prior to the expiration of a Term or violate the exclusivity provision, which in each case shall be deemed a breach under this Agreement, then in addition to any other remedies available to QuickFee, including resulting direct damages, You shall be liable for and agree to pay, and shall remit within 30 days after written notice thereof, liquidated damages to QuickFee in the amount calculated as:

(the average monthly fees paid by you over the complete twelve months immediately prior to termination of the Agreement (or the highest number of complete months if the Agreement has not been in effect for at least twelve months),

multiplied by

the number of complete months remaining until the end of the Initial Term or Renewal Term (as applicable).

9. Bank Direct

9.1 QuickFee’s Bank Direct product is provided in conjunction with our partner BillGo, Inc. 3003 Harmony Road, Suite 500 Fort Collins, CO 80528 (“BillGo”). This product helps You better manage payments, including by converting checks into electronic payments so that You can be paid faster. Payments from Your customers are originated within Your customers’ bank’s bill pay platform and instead of the bank issuing You a check, BillGo passes payment information to QuickFee so that You receive electronic payment via Your existing ACH Service with QuickFee.

9.2 If You enter, or have entered, into an agreement with QuickFee that authorizes QuickFee to include Bank Direct ACH Payments in Our Services, then:

(a) You understand and agree that for the purpose of calculating Fees, all Bank Direct processing volume will be included as ACH processing volume and charged according to clause 4 above;

(b) You understand and agree that QuickFee may use payment instructions and account information, or other information relating to You or Your customers such as account information, business name, addresses, contact information, phone numbers, email addresses, and bank routing and account numbers (‘Transaction Data’) to deliver Our Services;

(c) You authorize QuickFee to instruct BillGo to use Transaction Data and transfer Transaction Data from Your customers’ bank’s bill pay platform to QuickFee for the purposes of delivering Our Services to You; and

(d) In connection with providing the Services, QuickFee may store and process Transaction Data for purposes of providing the Services in compliance with applicable laws. QuickFee may use any third-party service providers to perform activities for or on behalf of QuickFee. QuickFee will not use or disclose Transaction Data for any purpose not permitted by applicable terms of service or by applicable law. QuickFee will not sell, lease, rent, or trade Transaction Data to any third party for that party’s marketing or promotional purposes, except with Your consent.

10. Third-party sender Customer/Originator Acknowledgement

10.1 In the event that QuickFee acts as a “Third-Party Sender” (“TPS”) under the Network Rules and uses an Originating Depository Financial Institutions (“ODFI”) and/or Receiving Depository Financial Institution (“RDFI”) with respect to any Entries, Company confirms and agree that Company has authorized QuickFee to act as Company’s agent in processing Entries for Company, and that QuickFee will establish one or more clearing accounts with, and submit Entries on behalf of Company to an ODFI.

10.2 Company:

(a) assumes the responsibilities of and make the warranties of an Originator under the Network Rules and agrees to reimburse ODFI for returns, reversals, adjustments, reclamations, and warranty claims and responsibilities related to Company’s Entries;

(b) agrees to comply with the NACHA Rules, including but not limited to the requirements of Article Two (Rights and Responsibilities of ODFIs, Their Originators and Third Party Senders), Rule 2.15 (Obligations of Third-Party Senders, and of ODFIs and Originators that Use Third Party Senders), and if international ACH Entries are initiated by Company, the NACHA Rules applicable to IAT ACH Entries;

(c) agrees to comply with all applicable state and federal laws, rules and regulations, including but not limited to sanction laws administered by the Office of Foreign Assets Control (“OFAC”), the Electronic Funds Transfer Act, the Unlawful Internet Gambling Enforcement Act and Federal Reserve Board Regulation E (the foregoing and the NACHA Rules are, collectively, the “Applicable Rules”); and (iv) acknowledges that ACH Entries may not be initiated that violate the laws of the United States, including but not limited to the sanctions laws, regulations, and orders administered by OFAC, laws, regulations, rules, and orders administered by the Financial Crimes Enforcement Network (“FinCEN”) (as such terms are defined below), and any state laws, regulations, or orders applicable to the providers of ACH payment services.

10.3 Company represents and warrants as to each Entry that it has obtained the necessary authorizations under the Network Rules and Applicable Rules and that it shall not initiate any funds transfer after the authorization for the same has been revoked (or the agreement between Company and QuickFee has been terminated).With respect to each IAT Entry QuickFee sends to ODFI on behalf of Company, Company represents and warrants to ODFI that such IAT Entry is in compliance with United States law, including, but not limited to, rules promulgated and programs administered by OFAC and FinCEN, that no such IAT Entry violates United States law, including, but not limited to, rules promulgated and programs administered by OFAC and FinCEN, that neither QuickFee nor Company are acting on behalf of or transmitting funds to any party subject to OFAC sanctions and that such IAT Entry complies with the laws and payment system rules of the receiving country. Company acknowledges that ODFI and other parties must comply with the Network Rules and United States law for IAT Entries. The performance by each of these parties, including ODFI, of obligations with respect to IAT Entries may cause delays in processing, settlement, and/or availability of IAT Entries. Company waives and releases ODFI from any liability or obligation, including, but not limited to, funds availability obligations, caused by or arising out of any such delay associated with IAT Entries.

10.4 In the event that QuickFee acts as a “Third-Party Sender” (“TPS”) under the Network Rules and uses an Originating Depository Financial Institutions (“ODFI”) and/or Receiving Depository Financial Institution (“RDFI”) with respect to any Entries. QuickFee acknowledges that ODFI and/or RDFI is a third party beneficiary of Section 10 of this Agreement and has the right to enforce its rights under this Section 10.

10.5 Company understands that ODFI has the right to: (i) review, monitor, and audit Company’s ACH transactions, processes, and procedures for compliance with this Agreement and the Network Rules; (ii) restrict or limit the amount or type of Entries processed for Company; and (iii) suspend, discontinue, or terminate ACH processing based on its assessment of the risk posed to the ODFI and/or the breach or termination of its agreement with QuickFee.

10.6 Company is responsible for the results of using QuickFee, the Services, and for the accuracy and adequacy of the data Company or QuickFee provides. Company authorizes ODFI to act on any instruction which has been or reasonably appears to have been sent by QuickFee or Company, including but not limited to funds transfer instructions. ODFI is not obliged to take any further steps to confirm or authenticate such instructions and will act on them without getting further confirmation. Company understands that if it or QuickFee provides ODFI with incorrect information or if there is any error in the instruction it accepts full responsibility for losses resulting from any of the errors, duplication, ambiguities, or fraud in the information that was provided to ODFI. ODFI is not responsible to third parties (such as, but not limited to, third party service providers and the third parties to whom wire or ACH debit or credits are transmitted hereunder) and Company shall defend, indemnify, and hold ODFI harmless from, the actions or omissions of QuickFee, or any claim made against ODFI arising out of Company’s use of the services, breach of this Agreement, or breach of any warranty under the Network Rules. IN NO EVENT WILL ODFI BE LIABLE OR RESPONSIBLE FOR, AND QUICKFEE AND COMPANY BEAR ALL RISK ASSOCIATED WITH, FOREIGN EXCHANGE CONVERSION AND ANY GAINS AND LOSSES RESULTING FROM THE CONVERSION OF CURRENCIES IN CONNECTION WITH ANY ENTRY.

This Section 10 shall survive the termination of any agreement between QuickFee and ODFI. Notwithstanding anything to the contrary elsewhere in this Agreement, ODFI shall be considered an intended beneficiary of this Section 10 and is entitled to enforce its terms. This Section 10 is agreed to in consideration of any ODFI’s agreement to serve as an ODFI. Company waives notice of the ODFI’s acceptance of this Section 10.

10.7 Notice with Respect to Non-Consumer ACH Wholesale Credit Transactions and UCC Article 4A:

(a) Company Entries may be transmitted through the Automated Clearing House;

(b) The rights and obligations of the Originator with respect to such payments shall be construed in accordance with and governed by the laws of the State of California, unless it has been otherwise agreed that the law of some other state shall govern;

(c) Credit given by a Receiving Depository Financial Institution (RDFI) with respect to an Automated Clearing House (ACH) credit entry is provisional until the RDFI receives final settlement for such entry through a Federal Reserve Bank or as otherwise provided for under Article 4A; and

(d) If a RDFI does not receive such final settlement or payment, You are hereby notified and agree that the RDFI is entitled to a refund from the Receiver the amount of the credit to the Receiver’s account, and the party making payment via such entry (i.e. the originator of the entry) shall not be deemed to have paid the amount of such entry.

11. Notices

11.1 Form of Notice. Any notice or other communication required to be given by this Agreement before a right can be exercised (notice) must be:

(a) signed by the party giving it or by its authorized representative; and

(b) delivered by hand or sent by registered post (air mail if sent to an address in another country) to the relevant address set out in this Agreement; and

(c) sent to the relevant email address as notified to the parties from time to time.

11.2 Change of Notice Address. A party may change its address or email address for the purpose of notices by giving notice of that change to the other party in accordance with the provisions of Section 11.1.

11.3 Timing of Notices. Notices are taken to be given:

(a) in the case of delivery by hand, when delivered; and

(b) in the case of delivery by mail, on the date of receipt.

11.4 Business Day. If a notice by email is given not on a Business Day, the notice will be taken to have been given at the commencement of the next Business Day in the place in which the email is received.

12. Release

If You have a dispute with one or more users, you release us, our Related Bodies Corporate, employees, agents and directors from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.

13. Malfunction

If the Service malfunctions and You should have been aware that Our Service was unavailable or malfunctioning, We will only be responsible for correcting errors in Your accounts and refunding any associated fees or charges.

14. Warranties And Limitation Of Liability

14.1 We do not give any express warranty as to the suitability of Our Services.

14.2 We will use all reasonable efforts to ensure requests for electronic debits and credits involving bank accounts and Credit Cards are processed in a timely manner. We make no representations or warranties regarding the amount of time needed to complete processing.

14.3 We do not guarantee continuous, uninterrupted or secure access to Our Services.

14.4 We expressly disclaim all conditions and warranties, express or implied, in respect of the provision of the Services. If any condition or warranty is implied into this Agreement pursuant to any legislation, and the legislation avoids or prohibits provisions in a contract, excluding or modifying the application of, or exercise of, or any liability under such conditions or warranty, the conditions or warranty will be deemed to be included in this Agreement, provided that Our liability for any breach shall, if the law so permits, be limited in Our sole discretion to (a) the re-supply of the Services, or (b) the cost of re-supply of the Services, in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by law.

Subject to clause 14 and to the maximum extent permitted by law:

We and our Related Bodies Corporate will not be liable to You for any Consequential Loss or for loss or damage of any kind resulting from or in connection with negligence or breach of a term, condition or warranty that may otherwise be implied into this Agreement, including any such loss arising out of or in connection with Our website, our Services or this Agreement; and

To the extent that liability is not excluded by clause 14.1, in no event will QuickFee’s liability for a claim arising out of this Agreement or Our Services (when aggregated with QuickFee’s liability for all other claims arising out of this Agreement and our Service) exceed the net fees and charges paid by You to Us during the six (6) months immediately preceding the date on which the claim arises.

15. Indemnification

15.1 You indemnify and hold Us, Our Related Bodies Corporate, officers, directors and employees harmless from any claim or demand (including legal fees) made or incurred by any third party due to or arising out of Your breach of this Agreement, or Your breach of any law or of the rights of a third party relating to Your use of Our Services.

15.2 You hold Us, Our Related Bodies Corporate, officers, directors and employees harmless from any losses or other damage whatsoever incurred as a direct or indirect consequence of access to Your account by Additional Users. You also indemnify Us for any harm that arises as a direct or indirect consequence of unauthorized users accessing Your account as a result of Your negligence.

16. Assumption of rights

If We pay out any claim, Reversal or Chargeback that You file against a recipient of Your payment, You agree that We may assume Your rights against the recipient and third parties related to the payment and may pursue those rights directly or on Your behalf, in Our discretion.

17. Governing Law

In all respects, including all matters of construction, validity and performance, this Agreement and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of California applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflicts of laws, and any applicable laws of the United States of America. Each party hereby consents and agrees that the state or federal courts located in Orange County, California shall have the exclusive jurisdiction to hear and determine any Claims or disputes between the parties pertaining to this Agreement or to any matter arising out of or related to this Agreement. Each party hereby waives any objection which it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court.

18. Entire Agreement

This Agreement constitutes the entire agreement and understanding between You and Us with respect to the subject matter of this Agreement and supersedes any and all prior communications, representations, agreements or understandings between You and Us with respect to the subject matter of this Agreement.

19. Amendments To This Agreement

19.1 QuickFee may amend this Agreement at any time, for example if QuickFee changes the functionality of Program or as required by law.

19.2 QuickFee will post any revised version of this Agreement on QuickFee’s website. With the exclusion of any substantive changes referred to in Section 19.3, the revised Agreement will take effect as soon as it is posted on QuickFee’s website.

19.3 If QuickFee make any substantive changes to this Agreement which may negatively impact Company’s use of Program in a material way, QuickFee will email Company a notification. Company agrees to receive such notices in this way. The changes will take effect on the date specified in the email which will be at least 30 days after QuickFee sends the notification email to Company.

19.4 Subject to Section 19.3, QuickFee is not required to provide 30 days prior written notice where QuickFee adds new functionality to Program.

19.5 By continuing to offer the Program after any amendments to this Agreement, Company agrees to abide and be bound by any changes. If Company does not agree with any changes QuickFee makes to this Agreement, QuickFee may terminate this Agreement.

20. Miscellaneous

20.1 QuickFee will not pay interest on any balances due to the Company that are maintained by QuickFee on QuickFee’s books.

20.2 QuickFee also will not:

(a) Act as an escrow agent with respect to any funds;

(b) Enter into a partnership, joint venture, agency or employment relationship with Company;

(c) Determine if Company is liable for any taxes; or

(d) Collect or pay any taxes that may arise from Company participation in the Program.

19.3 To participate in the Program, the Company must:

(a) Live in or be incorporated or otherwise organized in the United States;

(b) Be capable of forming a legally binding contract; and

(c) Hold a valid email address.

21. Headings

Headings at the beginning of each numbered Section of this Agreement are solely for the convenience of the parties and are not a part of this Agreement.

22. Definitions And Interpretation

22.1 Definitions. Capitalized terms used in this Agreement shall have the following respective meanings:

“Additional User” means an individual or entity selected by the Primary Authorized User to have access to the business account.

“Agreement” means this agreement and its schedule, together with any policies and documents incorporated by reference.

“Bank” means a financial institution that is authorized by a Network to enable the use of a Payment Method by accepting Charges on behalf of the Networks, and routing these Charges to the Networks, including any entity acting on behalf of, or sponsored by, such a financial institution for the purposes of routing such Charges to the Networks.

“Chargeback” means a challenge to a payment that a buyer files directly with his or her Credit Card provider. The decision for a Chargeback is made independently by the Credit Card provider. We are bound to follow their instructions.

“Clear Funds” means an amount received by Us which has not dishonored.

“Client” means any of Your clients who use the Services to pay Your invoices

“Consequential Loss” means any loss, damage or costs incurred by You that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of use; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

“Credit Card” means Visa, MasterCard or debit cards.

“Direct Debit Agreement” means the Auto-Debit Agreement in the preceding Membership Form, which sets out the terms on which We are permitted to direct debit Your Nominated Bank Account.

“NACHA” is defined in Section 3 of this Agreement.

“NACHA Rules” means the operating rules of NACHA.

“Network” means the provider of a Payment Method, such as Visa Inc. (“Visa”), MasterCard Inc. (“MasterCard”), American Express Corporation (“American Express”), Discover Financial Services (“Discover”), NACHA, any affiliate thereof, or other payment card networks, associations, or companies.

“Network Rules” means the guidelines, bylaws, rules, and regulations imposed by the Networks that operate Payment Methods supported by Us. For clarity, Network Rules includes NACHA Rules.

“Nominated Bank Account” means the bank account You hold with a financial institution in the United States that You link to your account.

“Payment Method” means Nominated Bank Account, Credit Card, account balance or any other payment method offered or accepted by QuickFee from time to time.

“QuickFee”, “We”, “Us” and “Our” means QuickFee, Inc.

“Primary Authorized User” means the individual given responsibility to make decisions in respect of a business account on behalf of the entity that owns it.

“Prove Your Identity” means our process for verifying Your identity in connection with Our obligations under the anti-money laundering and counter-terrorism financing laws and “know your customer” requirements. This process may require Us to obtain information and documentation from You.

“Reversal” means a payment that You received which QuickFee returns to the sender or another third party because:

A Chargeback was received, or

The transaction was unauthorized.

“Services” means the payment processing services provided by Us and available through Your account.

“You”, “Your” means the entity identified under ‘Company/Name’ on the MEMBERSHIP FORM.

22.2 Unless the contrary intention appears, a reference in this Agreement to:

(a) a document (including this Agreement) includes any variation or replacement of it;

(b) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(c) law means federal law of the United States and the law of the State of California;

(d) the singular includes the plural and vice versa;

(e) the word “person” includes an individual, a corporation or similar corporate entity, a limited liability company, a partnership, joint venture, an unincorporated body or association, or any authority;

(f) a body or authority includes a reference, if that body or authority ceases to exist, to the body or authority which has substantially the same functions and objects as the first body or authority;

(g) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

(h) an agreement, representation or warranty in favor of two or more persons is for the benefit of them jointly and each of them individually;

(i) time is a reference to the time in Orange County, California;

(j) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

(k) if a period of time dates from a given day or the day of an act or event, it is to be calculated exclusive of that day;

(l) the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

(m) if an act under this Agreement to be done by a party on or by a given day is done after 5:00 pm on that day, it is taken to be done on the next day;

(n) if an event under this Agreement must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day;

(o) references to currency mean US dollars.