THIS AGREEMENT (this “Agreement”) is made on the date set out in Item 1 of the MEMBERSHIP FORM by and between (i) QuickFee, Inc., 5601 Democracy Drive, Suite 205, Plano, TX 75024 (“QuickFee” or “We”), and (ii) the party set out in Item 2 (“Company” or “You”) of the MEMBERSHIP FORM and (iii) the party set out in Item 4 of the MEMBERSHIP FORM (if applicable) (“Guarantor”).

A. QuickFee is willing to assist the Company to manage its accounts receivable by providing the Program (as defined below) on the terms and conditions set out in this Agreement.

B. QuickFee is willing to enter into this Agreement with the Company and advance to Clients of the Company loans to pay the Approved Invoices (as defined below) on the terms and conditions set out in this Agreement.

C. The Guarantor agrees to guarantee all of the Company’s obligations under this Agreement including the obligation imposed on the Company to purchase the Client Loan (as defined below) from QuickFee pursuant to a Put Option Right (as defined below).

1. Definition; Interpretation

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

“Agreement” means this agreement including the recitals, any schedules and any annexures.

“Affiliate” means:

(a) with respect to natural persons:

(i) their spouse or domestic partner;

(ii) their parent, sibling or child by blood or adoption (relative);

(iii) any relative of their spouse or domestic partner;

(iv) any spouse or domestic partner of their relative;

(v) any legal entity, partnership or trust Controlled by such person or one or more of the persons named in the immediately preceding paragraphs (a)(i) to (a)(iv);

(vi) the executor of their estate; and

(vii) a trust or fund for the benefit of persons referred to in paragraphs (a)(i) to (a)(iv).

(b) with respect to a corporate entity:

(i) any parent or subsidiary of the corporate entity;

(ii) any director or officer of the corporate entity or any director or officer of any parent or subsidiary of the corporate entity; and

(iii) any person (including where that person is a natural person, that person’s Affiliates under paragraph (a)) that directly or indirectly:

(1) Controls;

(2) is Controlled by; or

(3) is under common Control with, that corporate entity.

“Anti-Terrorism Laws” shall mean any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such laws, all as amended, supplemented or replaced from time to time.

“Approved Invoice” means a Client Invoice that QuickFee has approved for financing by way of a Client Loan.

“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.

“Business” means the Company’s business of providing professional services to its Clients.

“Business Day” means any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the State of California.

“Claim” means any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or an ascertained, actual or contingent, whether at law, in equity, and statute or otherwise.

“Client” means any person, other than an Affiliate of the Company or the Guarantor, to whom the Company provides or proposes to provide professional services.

“Client Loan” means a loan made by QuickFee to a Client to enable the Client to pay an Approved Invoice.

“Client’s Bank Account” means the bank account set out by the Client in the Auto-Debit Agreement in the MEMBERSHIP FORM document.

“Client Invoice” means properly rendered invoices by the Company for the benefit of its Clients which must include:

(a) the description of the services provided by the Company to the Client;

(b) the date the Company’s services were provided to the Client;

(c) the duration of the services provided to the Client; and

(d) the fees charged to the Client by the Company.

“Company’s Account” means the primary business bank account in use by the Company and specified initially by the Company in the Auto-Debit Agreement attached hereto or as otherwise varied from time to time with QuickFee’s prior written approval.

“Confidential Information” means the financial statements (including without limitation, the profit and loss account however described and the balance sheet however described) of the Company together with any notes thereto related to the business of the Company and the processes, knowhow and/or methodologies of QuickFee to which the Company is exposed through the use of the Service.

“Controls” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Controlled has a corresponding meaning.

“Covered Entity” means the Company, any Client, and any person that directly or indirectly controls any of the foregoing.

“Installment” means the monthly installments to be paid to QuickFee by the Client, the Company or the Guarantor as the case may be pursuant to a client payment plan created by QuickFee.

“Installment Payment” means the relevant Client Loan, any interest, dishonor fees or administrative fees under the client payment plan generated by QuickFee or any other reasonable fees that may be determined by QuickFee from time to time following reasonable advance written notification to the Client.

“Liability” means any liability or obligation (whether actual, contingent or prospective), including for any loss irrespective of when the acts, events or things giving rise to the liability occurred.

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

“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 (including the Network Rules for the Visa, Mastercard, Discover and American Express Networks and NACHA).

“Outstanding Amount” means the amount as determined by QuickFee to be uncollected in respect of the Installment Payments.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as the same has been, or shall hereafter be, renewed, extended, amended or replaced.

“Put Option Right” has the meaning set forth in Section 4.“Sanctioned Country” means a country subject to a sanctions program maintained under any Anti-Terrorism Law.

“Sanctioned Person” means any individual person, group, regime, entity or thing listed or otherwise recognized as a specially designated, prohibited, sanctioned or debarred person, group, regime, entity or thing, or subject to any limitations or prohibitions (including but not limited to the blocking of property or rejection of transactions), under any Anti-Terrorism Law.

“Service” means the service provided by QuickFee to Company’s Clients for financing the Approved Invoices.

1.2 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.

2. 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.

3. Agreement

3.1 Client Loans. The Company will from time to time provide Client Invoices to QuickFee for its consideration, and QuickFee may from time to time in its sole and exclusive discretion in each instance, enter into a Client Loan with such Client to finance such Client Invoice.

3.2 Client and Client Invoice Submittal Process. Upon the Company submitting each Client Invoice to QuickFee through the online approval process, the Company will also be required to:

(a) print or email an application;

(b) cause the Client to complete and execute an application;

(c) procure any other documentation from the Client in accordance with QuickFee’s requirements or as QuickFee may otherwise request;

(d) procure a signed Auto-Debit Agreement from the Client; and

(e) provide any information and/or documentation requested by any QuickFee under any applicable Anti-Terrorism Laws, the Patriot Act or any applicable “know your customer” act or rule.

3.3 Discretionary Financings. QuickFee may approve or decline any Client or Client Invoice submitted by the Company to QuickFee and QuickFee will notify the Company in writing of its decision. NOTHING CONTAINED HEREIN SHALL BE DEEMED A COMMITMENT TO LEND OR ARRANGE FINANCING FOR THE COMPANY OR ANY OF ITS CLIENTS.

3.4 Approval Process; Funding of Client Loan. If QuickFee approves the Client and the Client Invoice (in which case QuickFee will make a Client Loan to the Client the proceeds of which shall be used solely to finance such Client Invoices and such Client Invoice will become an Approved Invoice):

(a) the first Installment Payment will be deducted by QuickFee from the Client’s Bank Account; and

(b) upon QuickFee receiving the first Installment Payment in cleared funds from the Client, QuickFee agrees to deposit the amount set out in the Client Invoice to the Company’s Account within three (3) Business Days from that date.

3.5 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 Network Rules. Neither QuickFee, nor any Bank, is a party to these transactions.

3.6 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) Network Rules that make the Bank responsible for settling with you as a merchant.

3.7 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 Operating Rules of the National Automated Clearing House Association (“NACHA Rules”), 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 NACHA Network 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) NACHA Network Rules; and

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

4. Put Option

4.1 Put Option Right. In consideration of QuickFee’s agreement to providing financing to a Client to pay to the Company an Approved Invoice, the Company irrevocably grants to QuickFee the right to require the Company and/or the Guarantor to purchase the related Client Loan for the Outstanding Amount on the terms set out in this Agreement (the “Put Option Right”).

4.2 Exercise Procedure. QuickFee will be entitled to exercise its Put Option Right if it:

(a) notifies the Company in writing:

(i) that the Client has failed to pay an Installment Payment as and when due pursuant to the terms of such Client Loan;

(ii) the date the Installment Payment was due; and

(iii) the amount of the Installment Payment, (the “Unpaid Installment Payment”); and

(b) gives the Company 1 Business Day to make arrangements with the relevant Client to pay the Unpaid Installment Payment and advise QuickFee to either:

(i) redraw the Unpaid Installment Payment from the Client’s Bank Account; or

(ii) debit the Company’s Account for the Unpaid Installment Payment together with a direction from the Company to QuickFee that:

(1) the Installment Payments that have yet to fall due for payment by the Client to QuickFee will continue to be debited in Installments from the Company’s Account until all Installment Payments have been paid to QuickFee; or

(2) exercise its Put Option Right pursuant to Section 5 and debit the total Outstanding Amount from the Company’s Account in one lump sum payment and reassign the Client Loan to the Company pursuant to Section 5.3; or

(3) it debits in Installments all outstanding Installment Payments from the Client’s Bank Account.

4.3 Failure to Elect. If the Company fails to provide a direction to QuickFee in accordance with Section 4.2(b), QuickFee will debit the Company’s Account for the Outstanding Amount and reassign the Client Loan to the Company pursuant to Section 5.3.

4.4 One Time Option. Where a Client fails to pay a subsequent Installment Payment due to QuickFee on a relevant Installment date QuickFee will follow the procedure set out in Section 4.2(b).

5. Exercise of Put Option

5.1 Exercise of Put Option. QuickFee may at any time following the procedure set at out in Section 4.2, 4.3, 4.4, and 8.3 give written notice to the Company requiring the Company and/or the Guarantor to purchase the relevant Client Loan for the Outstanding Amount and take a reassignment of the Client Loan for the Outstanding Amount. The notice must specify:

(a) the identity of the Client;

(b) the relevant Client Loan; and

(c) the Outstanding Amount.

5.2 Debit Company Account. Immediately following the notice requirement set out in Section 5.1, QuickFee will debit the Company’s Account for the Outstanding Amount to which the notice relates.

5.3 Assignment of Client Loan to Company. Upon QuickFee receiving the Client Loan in cleared funds from the Company the subject of the written notice under Section 5.1:

(a) the Client Loan shall be assigned to the Company within 7 days; and

(b) QuickFee will hold on behalf of the Company (and, upon request and reasonable notice by the Company, will deliver to the Company) a copy of the relevant Client Loan and such information used to calculate the Outstanding Amount to enable the Company to enforce its rights as QuickFee’s assignee of the Client Loan.

5.4 Notice to Client. The Company agrees to inform its Client of the reassignment of the Client Loan immediately after QuickFee exercises its Put Option Right. If requested by Company, QuickFee will countersign a direction letter to the Client confirming such assignment. In the event that QuickFee receives any payments on any Client Loan after the date of reassignment for the subject Client, QuickFee agrees that it will remit any such amounts to Client promptly upon receipt, but not later than within 7 days from the date the QuickFee receives such payments from Client.

5.5 Rebate of interest. Where the terms of the put option are exercised in the circumstance in clause 4.2(b)(ii)(2), any unearned interest in respect of the relevant Client Loan will not be included in the Outstanding Amount.

6. Costs

The Company must pay or, to the extent already paid by QuickFee, reimburse QuickFee on demand for all costs, Claims and Liabilities (including legal costs on a full indemnity basis), charges and expenses incurred by QuickFee, its agents, contractors and employees in connection with QuickFee exercising its Put Option Right and otherwise in connection with the enforcement of this Agreement.

7. Assignment

7.1 No Assignment by Company. The Company may not assign any interest in this Agreement without the prior written consent of QuickFee.

7.2 No Assignment by Guarantor. The Guarantor will not assign any interest or obligation in this Agreement without the prior written consent of QuickFee.

7.3 Assignment by QuickFee. QuickFee may freely assign any interest in this Agreement without the consent of the Company.

8. Warranties and Indemnities

8.1 Regarding Client Invoices. With respect to each Client Invoice submitted to QuickFee, the Company and the Guarantor warrant as follows:

(a) that the amount of the Client Invoice represents a reasonable charge for the services rendered by the Company and that the services that are the subject of the Client Invoice have been properly rendered by the Company in the ordinary course of its business;

(b) there are no setoffs existing or asserted with respect thereto;

(c) that the Client Invoice is not under any dispute or challenge and the Client has not indicated an intention not to pay the Client Invoice for whatever reason;

(d) that they will not revoke QuickFee’s authority to draw on the Company’s Account;

(e) that the clients referred to QuickFee by the Company are Clients (noting that clients exclude Affiliates);

(f) that all information provided to QuickFee about the Company and its Clients and the Guarantor is true, accurate and not misleading (whether by omission or otherwise) in any respect;

(g) that the financial statements of the Company disclose a true and fair view of the affairs, financial position and assets and Liabilities of the Company and of the income, expenses, results of operations and cash flow of the Company for the previous two 12-month periods preceding the date of this Agreement (the “Accounts Date”);

(h) that since the Accounts Date there has been no material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company;

(i) that they will immediately notify QuickFee, if since the Accounts Date there has been a material adverse change in the assets, Liabilities, turnover, earnings, financial condition, trading position or affairs of the Company of greater than 10%; and

(j) the directors or partners and the Guarantor have the authority of the Company to enter into this Agreement.

(k) no Covered Entity is a Sanctioned Person, and no Covered Entity, either in its own right or through any third party, (i) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law, (ii) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited by any Anti-Terrorism Law.

8.2 Indemnity. In consideration of the benefits flowing to the Company under this Agreement, the Company and the Guarantor hereby unconditionally indemnifies, defends, and holds harmless QuickFee and its officers, employees, and agents against any Liability or Claim against QuickFee and must pay QuickFee on demand the amount of, any loss, Liability or expense that QuickFee may suffer, as follows:

(a) because of a breach of any of the warranties set out in Section 8.1;

(b) because of any breach by the Company and/or the Guarantor of this Agreement;

(c) because of any breach by a Client of any of the terms of the relevant QuickFee Fee Funding Agreement or any other agreement the Client has with QuickFee;

(d) because of any obligations in respect of the Client Loan are unenforceable;

(e) if the Put Option is, or is claimed to be, unenforceable, invalid or disclaimed whether in administration, bankruptcy, liquidation or insolvency or for any other reason including the insolvency or default of any person and QuickFee is unable to recover the full amount contemplated by the Put Option;

(f) any matters covered by Section 26 below regarding compliance with ethical rules and other related matters; or

(g) the Outstanding Amount or any portion of it is not recoverable from the Client or is repaid or restored after it has been recovered.

The indemnity in this Section 8.2 extends to any money that is not recoverable, as follows:

(i) because of any legal limitation, disability or incapacity of or affecting the Company, the Guarantor or the Client or any other person;

(ii) because any transaction relating to that money was void, illegal, voidable or unenforceable;

(iii) whether or not QuickFee knew or should have known any of the relevant matters or facts; or

(iv) because of any other facts or circumstance.

8.3 Breach. In addition to any and all other rights and remedies available to QuickFee under the Agreement or applicable law, a breach under the previous Section will automatically entitle QuickFee to exercise its Put Option Right and require the Company and/or the Guarantor to purchase all Client Loans for the Outstanding Amounts.

9. Notices

9.1 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.

9.2 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 9.1.

9.3 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.

9.4 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.

10. Waiver and Consents

10.1 No Delay, etc. No delay or indulgence by either party in enforcing any of the provisions of this Agreement shall prejudice or restrict the rights of that party, nor shall any waiver of those rights operate as a waiver of any subsequent breach.

10.2 Waivers in Writing. No waiver or consent given by a party shall be effective unless it is in writing and signed by or on behalf of that party.

11. Remedies

11.1 Non-exclusive Remedies. The rights and remedies contained in this Agreement are cumulative and are not exclusive of any rights and remedies provided at law.

11.2 Sole Discretion. Any right or remedy which may be exercised, or any determination which may be made, under this Agreement by a party may be exercised or made (or declined to be exercised or made) in the sole and absolute discretion of that party who is not under any obligation to do so or to give reasons for its decision.

11.3 Survival of Remedies. A party is entitled to enforce or take action in respect of, to the extent permitted by law, any breach of another party’s obligations under this Agreement notwithstanding the termination of this Agreement.

12. Further Assurances

Each party must do and perform all such other acts matters and things as may be necessary or convenient to implement the provisions of this Agreement so as to give effect to the intentions of the parties as expressed in this Agreement.

13.   Guarantee

13.1 In consideration of the benefits flowing to the Company and the benefits which the Guarantor receives through its relationship with the Company, the Guarantor acknowledges and agrees that he or she will be jointly and severally liable to QuickFee for the full and timely performance of all the Company’s obligations under the Agreement including any addendum or amendment; and the Guarantor guarantees to QuickFee the due and punctual payment by the Company of all sums due that the Company is required (or would, but for the insolvency of the Company), be required to pay to QuickFee under the Agreement.

13.2 This guarantee explicitly includes, but is not limited to, any attorneys’ fees, costs, and expenses incurred in the enforcement of its terms.

13.3 QuickFee is not required to pursue or exhaust any remedy against the Company or any other party prior to enforcing this guarantee against the Guarantor. The obligations under this guarantee are absolute and continuing and shall remain in full force and effect regardless of any changes, modifications, or extensions to the Agreement or any related documents.

13.4 This guarantee shall survive the death of the Guarantor and shall be binding upon their heirs, administrators, legal representatives, successors, and assigns. Furthermore, it shall be enforceable by QuickFee or any successor entity without limitation. The duration of this guarantee shall extend after the expiry of any term of the Agreement, including any extensions, modifications, or addenda. All obligations arising from the Agreement shall remain guaranteed, regardless of whether enforcement is initiated after termination of the Agreement.

13.5 The Guarantor indemnifies and undertakes to keep indemnified (on a full indemnity basis) QuickFee and hold it harmless against any Liability or Claim against QuickFee:

(a.) for failing to comply with any of the terms of the Agreement;

(b.) by a Client; and

(c.) by the Company.

13.6 The Guarantor acknowledges that the Guarantor waives any defense arising out of the execution or terms of the Agreement, except for full payment and performance of all obligations guaranteed herein.

14. Notice Of Disclosure

14.1 The Company authorizes QuickFee, at its discretion to make inquiries of a credit reporting agency in relation to the Company and if a corporate entity, its shareholders, members, partners (or other equity holder), directors and any other officer of the corporate entity.

14.2 The Guarantor authorizes QuickFee, at its discretion to make inquiries of a credit reporting agency in relation to the Guarantor and if a corporate entity, its shareholders, members, partners (or other equity holder), directors and any other officer of the corporate entity.

15. 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.

16. Waiver Of Jury Trial

To the fullest extent permitted by applicable law, Company and QuickFee hereby waive their respective rights to a jury trial of any Claim or cause of action, whether arising in contract, tort or otherwise, based upon or arising out of this Agreement or the Transactions related hereto or thereto. The parties acknowledge that this waiver is a material inducement to enter into a business relationship, that each has relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings. Each party warrants and represents that each has had the opportunity of reviewing this jury waiver with legal counsel and that each knowingly and voluntarily waives its jury trial rights.

17. Non merger

A term or condition of, or act done in connection with, this Agreement does not operate as a merger of any of the rights or remedies of the parties under this Agreement and those rights and remedies continue unchanged.

18. Operation Of Indemnities

Each indemnity in this Agreement survives the expiry or termination of this Agreement. QuickFee may recover a payment under an indemnity in this Agreement before it makes the payment in respect of which the indemnity is given.

19. No Right Of Set-Off

Unless this Agreement provides otherwise, the Company, the Guarantor and the Client do not have a right of set-off against a payment due to QuickFee.

20. No Adverse Construction

This Agreement is not to be construed to the disadvantage of QuickFee because it was responsible for its preparation.

21. Attorneys’ Fees

In the event of any action between any party hereto seeking enforcement of any of the terms and conditions to this Agreement, or otherwise in connection herewith, the prevailing party in such action, whether by fixed judgment or settlement, shall be entitled to recover, in addition to damages, injunctive or other relief, its reasonable costs and expenses, including, but not limited to, reasonable attorneys’ fees, court costs and expert witness fees.

22. Marketing

Company agrees that QuickFee may promote that QuickFee is a provider of the services to Company and that QuickFee may use Company’s name, logo and statements in its marketing and public relations material. In addition, Company agrees to furnish to QuickFee examples and case studies on its successful use of the services, which information may be utilized by QuickFee in QuickFee’s marketing, sales and public relations materials, subject to written approval by Company which will not be unreasonably withheld.

23. Time

Time is of the essence of this Agreement, it being understood that each date set forth herein and the obligations of the parties to be satisfied by such date have been the subject of specific negotiation by the parties.

24. Counterparts; Electronic Transmission

This Agreement may be signed by the parties in different counterparts and the signature pages combined to create a document binding on all parties. A transmission of an image of this Agreement showing a signature will have the same binding effect as an original bearing an original signature. No party may raise the use of a facsimile machine or other image transmission device or method or the fact that any signature was transmitted as an image as a defense to the enforcement of this Agreement.

25. No Third Party Beneficiaries

No term or provision of this Agreement is intended to, or shall be, for the benefit of any person not a party hereto and no such person shall have any right or cause of action hereunder, other than as expressly set forth herein.

26. Compliance With Rules

The Company is responsible for compliance with all legal regulations, rules and guidelines that may apply in the case of the Company entering into a business transaction with Client, including without limitation, if applicable, the Rules of Professional Conduct in the State of California (or other applicable jurisdiction), the American Bar Association Rules or any other applicable rules or guidelines that may apply with respect to business transactions between the Company and the Client.

Company hereby represents, warrants and covenants to QuickFee that it shall ensure such compliance and provide any applicable notice or obtain informed written consent of the each Client in accordance with applicable laws, rules and regulations.

27. Patriot Act

QuickFee hereby notifies the Company that pursuant to the requirements of the Patriot Act, it may be required to obtain, verify and record information that identifies the Company, and any Client, which information includes the name and address of such persons and other information that will allow QuickFee to identify such party in accordance with the Patriot Act.

28. Nonuse

In the course of providing services to the Company, QuickFee may receive the Confidential Information and warrants that it will not, without the prior written consent of the Company, be used by QuickFee or its Representatives, directly or indirectly, for any purpose other than evaluating creditworthiness of the Company or the maintenance of the relationship of the Company with QuickFee.

29. Nondisclosure By QuickFee

QuickFee agrees that it shall take commercially reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. Without limiting the generality of the foregoing, QuickFee shall take at least those measures that it takes to protect its own confidential information of a similar nature. QuickFee shall not disclose the Confidential Information, or any part thereof, except (a) pursuant to Section 31 below, or (b) to such of QuickFee’s Representatives that need to know such information for the purposes set out in Section 27 above of evaluating the creditworthiness of the Company and who agree in writing to be bound by the provisions of this Agreement to the same extent as QuickFee is bound hereby or are otherwise legally obligated not to disclose or use such Confidential Information in a manner at least as restrictive as the provisions of this Agreement.

30. Nondisclosure By Company

The Company agrees that it shall not use the Confidential Information to the detriment of QuickFee and will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information.

31. Subpoena; Court Order; Other Legal Requirement

If QuickFee or its Representatives are requested, under the terms of a subpoena, order or other compulsory instrument issued by or under the authority of a court of competent jurisdiction or by a governmental agency, to disclose (a) all or any part of the Confidential Information or (b) the fact that the Confidential Information has been made available to QuickFee or its Representatives, it is agreed that QuickFee or its Representatives, as the case may be, will:

(i) provide the Company with prompt written notice of the existence, terms, and circumstances surrounding such request;

(ii) consult with the Company on the advisability

of taking steps to resist or narrow such request;

(iii) if disclosure of Confidential Information is required, furnish only such portion of the Confidential Information as QuickFee is advised in writing by QuickFee’s counsel is legally required to be disclosed; and

(iv) cooperate with the Company, at the request of the Company, in its efforts to obtain an order excusing the Confidential Information from disclosure, or an order or other reliable assurance that confidential treatment will be accorded to that portion of the Confidential Information that is required to be disclosed.

32. Joining Fee

32.1 Upon receipt of this Agreement from your Firm, the bank account set out in the Auto-Debit Agreement will be debited the amount of the Joining Fee, as specified in the MEMBERSHIP FORM as ‘One-Time Set- up Fee’.

32.2 Within 3 Business Days of receipt of this agreement from your firm the bank account set out in the Auto-Debit Agreement will be debited with the amount of the Joining Fee.

33. 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.

34. Amendments To This Agreement

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

34.2 QuickFee will post any revised version of this Agreement on QuickFee’s website. With the exclusion of any substantive changes referred to in Section 34.3, the revised Agreement will take effect as soon as it is posted on QuickFee’s website.

34.3 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.

34.4 Subject to Section 34.3, QuickFee is not required to provide 30 days prior written notice where QuickFee adds new functionality to Program.

34.5 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.

35. Miscellaneous

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

35.2 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.

35.3 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.