NET10.NET. BANK CARD MERCHANT AGREEMENT For Internet Commerce

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1 NET10.NET BANK CARD MERCHANT AGREEMENT For Internet Commerce In consideration of the mutual covenants herein, net10.net ("Bank") and the undersigned merchant ("Merchant") have agreed as follows as of the date of acceptance by Bank's authorized representative noted below: ARTICLE I - CARD TRANSACTIONS 1.01 Honoring Cards. (a) Merchant shall honor without discrimination all valid cards of the type(s) stated below ("Cards") when properly presented as payment by customers in connection with bona fide, legitimate business transactions arising out of Merchant's usual trade or business, as stated below. If Merchant does not deal with the public at large (such as in the case of a private club), Merchant shall be deemed to have complied with this non-discrimination rule if it honors all valid Cards of cardholders who have purchasing privileges or memberships with Merchant. (b) Merchant shall not require, through an increase in price or otherwise, any cardholder to pay any surcharge at the time of sale or to pay any part of any charge imposed on Merchant by Bank. However, discounts for payment in cash are permitted. (c) Merchant shall not establish minimum or maximum transaction amounts. (d) Merchant shall not honor or present sales slips which relate to sales or services sold or performed by anyone other than Merchant' s direct employees or for sales or services other than those arising out of Merchant's usual trade or business, as stated below Advertising. (a) Merchant shall display adequately any current advertising or promotional materials provided or required by Bank to inform the public that Cards will be honored at Merchant's place of business. However, such displays are not required of private clubs and other Merchants that do not deal with the general public, vehicle leasing companies at airport locations, transportation companies subject to government regulation, or other Merchants expressly exempted from this requirement by MasterCard International, Inc. ("MasterCard") and/or Visa U.S.A. Inc. (''Visa"), as applicable. (b) Merchant shall not display or use advertising or promotional materials containing Bank' s name or symbol which might cause a customer to assume that Merchant honors only Cards issued by Bank. (c) Merchant shall have the right to use or display the proprietary names and symbols associated with Cards only while this Agreement is in effect, or until Merchant is notified by Bank or by MasterCard or Visa to cease such usage.

2 (d) Merchant shall comply with all applicable MasterCard and Visa rules and regulations concerning the use of service marks and copyrights owned by MasterCard or Visa, respectively. (e) Merchant shall use the proprietary names and symbols associated with Bank or with Cards only to indicate that Cards are accepted for payment and shall not indicate, directly or indirectly, that Bank or the MasterCard or Visa bank card organization endorses Merchant' s products or services. (f) Merchant shall not refer to MasterCard or Visa in stating eligibility for its products, services, or memberships Returns and Adjustments: Credit Slips. (a) If Merchant maintains a policy of permitting refunds, exchanges, returns or adjustments for cash customers, Merchant shall maintain the same policy for purchases paid through use of a Card. If Merchant restricts or prohibits refunds, exchanges or returns for cash customers and wishes to apply similar restrictions for Card transactions, Merchant shall disclose its policy at the time of the transaction by printing an appropriate notice (such as "No Refunds or Exchanges" or "In-store Credit Only") on all copies of the sales slip prior to obtaining the customer's signature thereon. This disclosure shall be printed in letters that are approximately 1/4 inch in height and shall appear near the space for the cardholder's signature. (b) Except as provided above, if Merchant accepts any goods for return, permits the termination or cancellation of any services, or allows any price adjustment (other than involuntary refunds required by applicable airline or other tariffs or otherwise by law), Merchant shall not make any cash refund, but shall complete and deliver promptly to Bank a transaction record evidencing the refund or adjustment, and deliver to the cardholder a true and complete copy of the credit slip at the time the refund or adjustment is made. Merchant shall include on the credit slip a brief description of the goods returned, services terminated or canceled, or refund or adjustment made, together with the date and amount of the credit, in sufficient detail to identify the transaction. Unless the credit slip is electronically generated, merchant shall imprint or legibly reproduce on each credit slip the embossed legends from the Card and from Merchant's imprinter plate. The amount of the credit slip shall not exceed the amount of the original transaction as reflected on the sales slip Cash Payments. Merchant shall not receive any payments from a customer for charges included on any transaction record resulting from the use of any Card, nor receive any payment from a cardholder to prepare and present a transaction record for the purpose of effecting a deposit to the cardholder's account 1.05 Cash Advances. Unless expressly authorized in writing by Bank, Merchant shall not make any cash advance to a cardholder, especially the merchant as a cardholder nor the merchant s employees, either directly or by deposit to the cardholder's account. Money orders sent by wire, contributions to charitable and political organizations, tax payments, insurance premium payments, alimony and child support payments, and court costs and fines shall not be considered cash advances or withdrawals Release of Cardholder Account Information. Merchant shall not sell, purchase, provide, or otherwise disclose the cardholder's account information or other cardholder personal information to any third party other

3 than Bank, Merchant's agents, and processing organizations for the purpose of assisting Merchant in its business, or as required by law, unless Merchant obtains the cardholder's express written consent to the disclosure Compliance with Card Association Rules. Merchant shall comply with and conduct its Card activities in accordance with all applicable MasterCard and Visa rules and regulations. ARTICLE III - RESERVES, AMENDMENTS, AND TERMINATION 3.01 Reserve to Cover Chargebacks. In addition to exercising any or all of its rights in connection with the security interests established pursuant to Section 4.09, at Bank's sole option, Bank may withhold payment to Merchant of amounts otherwise payable under this Agreement that are reasonably determined to be necessary to cover future chargebacks, credits and other charges that may result from Merchant's credit card activities conducted pursuant to this Agreement Termination. (a) This Agreement may be terminated by either party without cause upon 30 days prior written notice to that effect. Should Bank have reasonable cause to believe or suspect that Merchant is not complying or does not intend to comply with the terms and conditions hereof or that an extraordinary dollar amount or number of transactions have been or are likely to be charged back to Bank pursuant to the then effective operating regulations of the VISA or MasterCard system, Bank need not provide Merchant with advance notice of the termination. Upon the effective date of any termination, Merchant's rights hereunder to enter into Card transactions, to deposit sales slips with Bank and to use forms, promotional material, any other items provided by Bank hereunder and any of the MasterCard or VISA service marks or logos shall cease, but each party's obligations in connection with any transaction records accepted by Bank (whether before or after such termination), including without limitation Merchant's chargeback obligations, shall survive such termination. (b) If Bank terminates this Agreement without having to give Merchant advance notice, for the period during which any previously presented sales slips are subject to chargeback to Bank pursuant to the then effective operating regulations of the MasterCard or VISA system, as applicable, Bank shall have the right to suspend Merchant's right to withdraw any funds from any deposit account maintained by Merchant with Bank, including, without limitation, merchant's designated deposit account, provided, however, that Bank shall not suspend such right in a fashion which would deprive Merchant of the use of its deposit account or accounts beyond the extent required to assure Bank's ability to recover from Merchant, by exercise of Bank's right to set-off against such deposit account or accounts, the amount of each and every sales slip as to which there remains a potential chargeback right against Bank under said operating regulations.the specific rights granted Bank in this Section 3.03 shall not be deemed to limit the generality of the rights granted Bank elsewhere in this Agreement with respect to withholding payments, the creation of exercise of security interests or otherwise. Merchant understands that Bank cannot determine with certainty whether a sales slip will be charged back to Bank until the chargeback period expires as to that sales slip. Bank shall not exercise its rights under this subparagraph (b) unless it has reasonable cause to believe or suspect that a significant dollar amount or number of sales slips are likely to be charged back to Bank because of the breach or suspected breach of this Agreement by Merchant or because of Bank's previous experience with chargebacks related to Merchant's sales slips. Bank agrees to reinstate Merchant' s right to withdraw funds from its deposit accounts upon delivery to Bank of a bond, a letter of credit or another

4 undertaking or collateral security reasonably believed by Bank to protect Bank' s interests relative to such chargebacks. (c) For purposes of this Section 3.03, Merchant acknowledges that because of the potential for damage to Bank in the event of a material breach or repeated breaches of this Agreement by Merchant or because of chargebacks, the term "reasonable cause to believe or suspect" shall be determined solely in the Bank' s good faith judgment and without regard to the actual occurrence of a breach or chargebacks. (d) Following termination, Merchant shall upon request provide Bank with all original and microfilm or better copies of transaction records required to be retained at the time of termination. ARTICLE IV - MISCELLANEOUS 4.01 Compliance with Law. Merchant shall comply with all laws applicable to Merchant, Merchant's business, and any Card transaction, including without limitation all state and federal consumer credit and consumer protection statutes and regulations Change in Transmission Method. The means of transmission indicated below shall be the exclusive means utilized by Merchant for the transmission of sales data or credit data to Bank. Merchant shall give Bank at least thirty (30) days prior written notice of Merchant's intention to change the means of such delivery or otherwise to alter in any material respect Merchant' s medium of transmission of sales data and credit data to Bank. Following termination, Merchant shall upon request provide Bank with all original and microfilm copies required to be retained as of the date of termination Set-Up Fee. Merchant shall pay Bank the set-up fee stated below upon Bank's acceptance of this Agreement Fees and Charges. Merchant shall pay Bank the monthly and other fees and charges specified in Article V and in Exhibit A attached to this Agreement Attorney s Fees. Should suit be brought by either party to enforce the terms of this Agreement, the prevailing party shall be entitled to recover from the other its costs and expenses of suit, including its attorney's fees Choice of Law. This Agreement will be governed and construed under the laws of the State of California Entire Agreement. This Agreement expresses the entire understanding of the parties with respect to the subject matter hereof and may be modified only by a writing executed by both parties hereto.

5 4.07 Credit and Financial Information. Merchant authorizes Bank to obtain, from time to time, credit, financial and other information regarding Merchant from other persons or entities, including commercial and consumer reporting agencies. Merchant also authorizes Bank to provide information to others requesting the same from Bank, and to inform MasterCard, Visa, and any processor or other service provider affiliated or having a contractual relationship with MasterCard, Visa or the financial institutions participating in their Card plans of the status of Merchant's relationship with Bank and, if terminated, the reason for the termination Pricing Addendum A is a separate attachment and by reference hereto is made part hereof. IN WITNESS WHEREOF, Bank and Merchant have caused their duly authorized representatives to execute this Agreement as of the date set forth below the signature of each. NET10.NET Dated: By: Title: Customer: Dated: By: Title: Bank Card Agreement

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