ISO Partner Agreement

1. AGENT OBLIGATIONS.

Agent will market and promote the Program and assist potential Merchants interested in participating in the Program in completing and submitting to LINK ADVANCE an application, in a form acceptable to LINK ADVANCE. Each Merchant whom Agent assists in completing and submitting an application for the Program to LINK ADVANCE shall:

A. Non-Exclusive Agreement. Agent agrees to comply in full with the requirements set forth in the rules and policies of LINK ADVANCE as set forth in this Agreement and any amendment or addenda thereto, the terms of which are subject to amendment from time to time. Agent acknowledges that it is not the sole or exclusive sales agent of the Program for LINK ADVANCE and LINK ADVANCE may, at its sole discretion, enter into sales agreements with other Agents.

2. AGENT COMPENSATION.

In consideration for the services rendered by the Agent hereunder, LINK ADVANCE agrees to pay Agent in accordance with the Agent Compensation Addendum, attached as Addendum A - Agent Compensation Addendum hereto (the "Compensation"). Compensation shall be paid with respect to each Merchant location referred to LINK ADVANCE by Agent only, and which Merchant has entered into a Working Capital Merchant Agreement in a form prescribed by LINK ADVANCE ("Merchant Agreement") as a direct result of the referral by Agent. Payment as prescribed by Addendum A shall be due no greater than seven (7) business days following confirmation that Merchant has received the payment of the purchase price (funding) by LINK ADVANCE.

If a Merchant is referred to LINK ADVANCE by Agent but the Merchant does not execute a Merchant Agreement within thirty (30) calendar days of such referral, (the "Exclusivity Period"), then the Agent forfeits its rights to Commissions with respect to that Merchant. The Exclusivity Period shall commence on the date of the first communication between Agent and Merchant and run for 30 calendar days thereafter. At the conclusion of the Exclusivity Period, if the Merchant has not executed a Merchant Agreement with LINK ADVANCE, Agent acknowledges and agrees that LINK ADVANCE may communicate directly with the Merchant and that if any such communications result in the Merchant executing a Merchant Agreement, LINK ADVANCE shall have no obligation to pay any Commissions, compensation, referral fees, or remuneration of any kind to Agent.

If a Merchant ceases procuring services from a LINK ADVANCE-designated credit card processor or designated bank account, Ongoing Compensation to Agent, as defined in Addendum A, shall terminate with respect to that Merchant. If a Merchant terminates or is in default of its obligations under a Merchant Agreement, no Ongoing Compensation shall be paid to Agent with respect to said Merchant.

3. MERCHANT APPLICATION AND AGREEMENT.

Only such marketing and promotional material that has been produced by LINK ADVANCE or approved in writing by LINK ADVANCE in advance of the distribution by the Agent may be presented by Agent to any prospective Merchant. Marketing and promotional materials must include a Merchant Application, in a form prescribed by LINK ADVANCE, and such Merchant Application is subject to revision and/or amendment at Link Advance’s discretion, including the "Merchant Agreement."

A. Trade names and Trademarks. The use of LINK ADVANCE marks, trade name, and logo may be used by Agent in conjunction with the approved marketing and promotional material only. Agent acknowledges and agrees as follows:

i. All trademarks, copyrights, intellectual property, pricing information of LINK ADVANCE are owned by LINK ADVANCE.

ii. Agent will not take any action or make any representation that is inconsistent with Link Advance’s ownership of any trademark, copyright, or other intellectual property of LINK ADVANCE.

iii. All use of the LINK ADVANCE marks by Agent will inure to the benefit of and be on behalf of LINK ADVANCE.

iv. Nothing in this agreement gives Agent any right, title, or interest in and to LINK ADVANCE marks in accordance herewith.

v. Agent agrees to use the LINK ADVANCE marks only in the form and manner prescribed from time to time by LINK ADVANCE and not to use any other trademark or service mark in combination with any LINK ADVANCE marks other than Agent’s company name without the prior written consent of LINK ADVANCE.

vi. Agent agrees, at its own expense, to defend, indemnify and hold LINK ADVANCE harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses including reasonable attorneys’ fees and expert fees arising either from the use of the LINK ADVANCE marks by Agent or any third party authorized by Agent, other than a claim based on an assertion by a third party either that LINK ADVANCE does not own the marks or does not have the authorization provided herein.

vii. Upon termination of this Agreement, any permission or right to use Marks granted hereunder will cease to exist and Agent will immediately cease any use of such marks and immediately cease referring to itself as an Agent for LINK ADVANCE.

B. Authority of Agent. Under no circumstances shall Agent have any right, in the course of carrying out its obligations hereunder, to offer or present any material (printed, electronic or otherwise) with any LINK ADVANCE mark to any prospective Merchant, actual Merchant or any other third party that has not been supplied by LINK ADVANCE or approved in advance in writing by LINK ADVANCE. Only LINK ADVANCE is authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. LINK ADVANCE may, at its sole and absolute discretion, decline to accept any Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application for a Merchant Agreement nor shall Agent hold out or represent to any third party that it has the right to:

i. Accept any Merchant Agreement or modify said Merchant Agreement in anyway.

ii. Accept a Merchant into the Program.

iii. Bind LINK ADVANCE legally or otherwise. No Agreement made by or through Agent or its affiliates shall be legally or otherwise binding on LINK ADVANCE until accepted in writing by a duly authorized officer of LINK ADVANCE. Agent shall be solely responsible for any and all expenses incurred by Agent in performance of services hereunder including, but not limited to, expenses related to any Agent employees or consultants. Agent acknowledges and agrees that LINK ADVANCE may, at its sole discretion, amend the terms of the Program, including, without limitation the pricing thereof and the amounts of Compensation payable hereunder without prior notice to or consent from Agent.

4. AGENT IDENTIFICATION.

In the course of carrying out its obligations hereunder, Agent shall clearly identify itself with its own corporate name, while also clearly disclosing to all third parties that it is an authorized Agent of LINK ADVANCE for the promotion of the Program. Agent agrees that its actions and the actions of its shareholders, Affiliates (as defined below), directors, officers, employees, independent contractors, representatives, agents, principals and associates under or in connection with this Agreement (collectively "Agent Parties") shall be governed, controlled and directed by, and shall be in full compliance with the terms hereof and shall at all times and in respect of all parties and third parties be construed as an action taken by Agent subject to the terms hereof. Agent acknowledges and agrees that LINK ADVANCE shall not be liable in any manner for any liability of Agent to any third party for any reason and as set forth in the indemnification paragraph below. Agent shall be responsible to ensure that all Agent Parties are adequately trained to perform hereunder and conform to all of the provisions hereof. Agent covenants that Agent Parties shall abide by the obligations of the Agent as prescribed by Addendum A hereto.

5. REPRESENTATIONS AND WARRANTIES.

Agent represents and warrants to and for the benefit of LINK ADVANCE that as of the date hereof and during the term hereof:

A. Agent Entity. Agent is a corporation or limited liability company organized, validly existing and in good standing under the laws of the State where its principal office is located.

B. Agent Authority. Agent has full authority and corporate power to enter into this Agreement and to perform its obligations under this Agreement.

C. Information Received. Agent shall not sell, purchase, provide or exchange credit card, debit card or bank account numbers or Merchant information, or any information collected or received hereunder, to any third party without the prior written consent of LINK ADVANCE.

D. Performance. Agent’s performance under this Agreement will not violate any applicable law or regulation or any agreement to which Agent may now be bound.

E. Obligation. This Agreement represents a valid obligation of Agent and is fully enforceable against it.

F. Pending Litigation. Neither Agent, nor Agent Parties are a party to any pending litigation, demand, or claim that would effect this Agreement and Agent has never been fined or penalized by Visa, MasterCard, NACHA, Discover, American Express, or other credit card issuer or any other association in the credit, payments, or banking industry.

G. Default/Alert List. Neither Agent nor any Agent Parties are on the Member Alert To Control High-Risk merchants list of MasterCard or any other similar list of any other credit card issuer.

6. AGENT COVENANTS.

During the term hereof, and so long as it is bound by the noninterference provisions hereof it shall:

A. Conduct. Act in such a way as to not cause any direct or indirect damage to the business or name of LINK ADVANCE or any of its affiliates.

B. Compliance. Comply with any and all policies and guidelines established by LINK ADVANCE and comply with all state and federal laws that may be applicable to performance of this Agreement, including but not limited to any state law disclosure requirements and/or offer summary requirements that have been enacted in any state in which Agent does business with Link Advance.

C. Programs. Accurately describe the Program.

D. Merchant Changes. Immediately inform LINK ADVANCE of any changes in the address, ownership of business or operations of itself or of any Merchant.

E. Documents. Deliver to LINK ADVANCE all documents required to form a complete Merchant Application, including, without limitation: Merchant Agreement, Application Form, voided Merchant check, Merchant statements, and any other documents required according to LINK ADVANCE guidelines. LINK ADVANCE reserves the right to modify the required documents required to be submitted by Agent.

F. Promotional Material. Do not use any promotional material for the Program not supplied by LINK ADVANCE that bears the LINK ADVANCE name and/or logo without prior written consent from LINK ADVANCE.

G. Termination. Agent understands and agrees that this Agreement may be immediately terminated for cause by LINK ADVANCE upon breach of any obligation, covenant, representation or warranty set forth in this Agreement, or if determined by LINK ADVANCE that Agent is causing a negative effect on the Program, LINK ADVANCE or its affiliates.

H. Solicitation. Must not cause or solicit a Merchant to terminate or alter its credit card processing to another bank or processor, which has no contractual affiliation with LINK ADVANCE or any of its affiliates.

I. Additional Capital. Must not offer any other working capital product to a Merchant after it has been funded by LINK ADVANCE or its affiliates.

7. TERM AND TERMINATION.

The term of this Agreement shall begin on the date appearing on the first page hereof and will continue for an initial term of one (1) year. After the initial one-year term, this Agreement shall automatically renew for successive one (1) year terms unless terminated by either party upon thirty (30) days written notice prior to the end of the then current term. This Agreement may be terminated immediately by LINK ADVANCE upon breach by Agent of any of its obligations herein or if, in the discretion of LINK ADVANCE, Agent or any of Agent Parties causes a detrimental effect to the Program, LINK ADVANCE, or any of its affiliates, other programs, officers, employees or Merchants. LINK ADVANCE shall have the absolute right to assign this Agreement to any of its affiliates which shall in no way constitute a termination of this Agreement.

8. NON-INTERFERENCE.

During the term of this Agreement and for a period of two (2) years thereafter, or after Agent stops receiving Compensation hereunder, whichever occurs later, Agent and Agent Parties may not themselves and may not permit any Agent Affiliate or successor in interest of Agent and Agent Parties or any of their respective shareholders, directors, officers, employees, agents or nominees to take any of the following actions:

A. Interference. Agent shall not interfere, in any manner whatsoever, either directly or indirectly, by any arrangement whatsoever, with LINK ADVANCE’s contractual relationship with any of its Merchants or third parties.

B. Solicit Termination. Agent shall not cause or attempt to cause any Merchant or other LINK ADVANCE vendor to terminate its relationship with LINK ADVANCE or to utilize the services of any entity other than LINK ADVANCE.

C. Misrepresentation. Agent shall not submit an application or offer to Link Advance that Agent knows or should know through the exercise of ordinary reasonable diligence is based upon a prospective Merchant’s misrepresentation of its past or present financial or other condition.

D. No Stacking. Agent shall not solicit any Merchant with offers of additional capital while Merchant is enrolled in the Program. A violation of this paragraph is a material breach of the terms of this Agreement subject to penalties, including but not limited to, rescission and cancellation of this Agreement and reimbursement and disgorgement of any Compensation or fee paid or owed to Agent at any time regardless of the Clawback Period (defined herein).

E. Personal Service Fee. Agent shall not charge any fees, including "personal service fees" to enrolled Merchants with respect to the Merchant’s enrollment in the Program.

F. Misrepresentations. Agent shall present all agreements, notices, and disclosures from LINK ADVANCE to the Merchant. Agent shall not omit or alter any of LINK ADVANCE’s documents, correspondence, or notices nor shall Agent make any representation, promise, or inducement to any Merchant or prospective Merchant regarding the Program that is not stated in LINK ADVANCE agreements or disclosures.

G. Commission Clawback. Agent’s noncompliance with the terms of this section shall trigger an immediate claw back of Agent’s Commission ("Claw Back"). In the event of a Claw Back, LINK ADVANCE may take any or all of the following actions. Election of one remedy by LINK ADVANCE shall not be deemed a waiver of LINK ADVANCE’s right to take any other action: (a) Agent shall return Agent’s Commission related to the underlying Merchant Agreement from which the breach occurred and/or (b) deduct Agent’s Commission from any Commissions owed at the time of the breach or any future Commissions owed by LINK ADVANCE to Agent.

9. REMEDIES.

Without limiting the foregoing, in the event of a breach of Section 1, 3, 4, 6 of this Agreement by Agent or any Agent Party, LINK ADVANCE shall be entitled to terminate this Agreement for cause. Additionally, LINK ADVANCE shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, without the need for bond. If LINK ADVANCE terminates this Agreement for cause, Agent waives and relinquishes all claims for any expected commissions or profits in connection with this Agreement. LINK ADVANCE’s remedies shall be cumulative and the exercise of one remedy shall not be deemed a waiver of any other remedy.

10. ASSIGNMENT; SUCCESSORS; AMENDMENTS.

Agent may not assign any right or obligation under this agreement to any third party without prior written consent of LINK ADVANCE. LINK ADVANCE may assign its rights and obligations hereunder with notice to the Agent. This Agreement shall inure to the successors and permitted assigns of the parties hereto. With the exception of amendments to the Program and Compensation, which may be made at the discretion of LINK ADVANCE, this Agreement may be amended only by a written agreement executed by both parties. Agent shall obtain the written consent of LINK ADVANCE prior to any transfer of all or substantially all its assets or shares. The failure to provide such written notice shall constitute a breach of this Agreement and LINK ADVANCE may terminate this Agreement and exercise any of its rights and remedies hereunder.

11. CONFIDENTIAL INFORMATION.

For the purposes of this Agreement, "Confidential Information" means information disclosed by ("Recipient") which relates to the subject matter of this Agreement. Confidential Information includes but is not limited to all proprietary, secret or confidential information or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers, customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the Owner (or other third party), and the Recipient shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. During the term of this Agreement, Recipient may use the Confidential Information of Owner for the purpose of this Agreement only. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, Recipient may not disclose the Confidential Information of the Owner to any third party without the prior written consent of the Owner, and the duty of confidentiality created by this section shall survive any termination of the Agreement.

A. Non-confidential Information. Information shall not be considered Confidential Information to the extent, that such information is:

i. Already known to the Recipient free of any restriction at the time it is obtained.

ii. Subsequently learned from an independent third party free of any restriction and without breach of this Agreement.

iii. Publicly available through no wrongful act of the Recipient.

iv. Independently developed by the Recipient without reference to any Confidential Information of the other.

v. Required to be disclosed by law. Notwithstanding any provision herein to the contrary, all information concerning Merchants, Merchant Agreements, prospective Merchants or other clients of LINK ADVANCE, including without limitation pricing in relation thereto, shall at all times be the sole and exclusive Confidential Information of LINK ADVANCE as well as the property of LINK ADVANCE regardless of whether such information has been communicated to or by LINK ADVANCE or not.

12. NOTICES.

Unless otherwise specified herein, any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered personally or sent by domestic recognized overnight courier, registered or certified mail (postage prepaid with return receipt requested) to the address of LINK ADVANCE or Agent set forth below. Such notices or other communications shall be deemed received (i) on the date delivered, if delivered personally, (ii) on the business day after being sent by an internationally recognized overnight air courier or (iii) five days after being sent, if sent by first class registered mail, return receipt requested.

If to LINK ADVANCE: Link Advance, or any affiliates, intermediaries, or assignees ("Link Advance"), 370 Lexington Avenue, Suite 1002, New York, NY 10017.

13. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Florida without regard to choice of law principles. In the event that LINK ADVANCE or any of its affiliates, successors, or assigns shall prosecute or defend any claim in connection with this Agreement, then LINK ADVANCE shall be entitled to recover its attorneys’ fees, costs, and expert witness fees and costs from Agent and/or the Agent Parties.

14. WHOLE AGREEMENT.

This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto with respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless agreed to in writing by both parties. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

15. RELATIONSHIP OF PARTIES.

Agent is an independent contractor hereunder and the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship, or franchise between Agent and LINK ADVANCE. The parties do not intend to create a contract of employment, express or implied, with either Agent or any Agent Party; neither Agent nor any Agent Party shall make any representations to the contrary. Neither Agent nor any Agent Party has obtained any right to employment or compensation as an employee or any other benefits of an employee by way of this Agreement. Agent agrees that it shall be solely responsible for the purchase and maintenance of employment or workers compensation insurance coverage and all taxes related to its employees, and that LINK ADVANCE shall have no responsibility for any such liabilities.

16. LIMITATION OF LIABILITY.

LINK ADVANCE’s liability to Agent hereunder is limited to its obligation to pay commissions as described herein. LINK ADVANCE will not be liable for any indirect, special, incidental, or consequential loss or damage of any kind, including but not limited to lost profits or lost revenue (whether or not such party was advised of the possibility of such loss or damage) or punitive damages, by reason of any act or omission in its performance under this Agreement. This liability clause is required to protect LINK ADVANCE’s reputation and trademark. Under no circumstances shall the aggregate liability of LINK ADVANCE hereunder exceed the amount of Compensation actually paid to the Agent during the six (6) month period prior to the event that gives rise to liability.

17. INDEMNIFICATION.

Agent shall indemnify and hold harmless LINK ADVANCE, its affiliates, employees, officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable attorneys’ fees arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of Agent including its personnel and affiliates. LINK ADVANCE shall give Agent prompt notice of any matter for which it has an indemnification obligation. As between the parties, LINK ADVANCE will control the defense of such action and settlement negotiations.

18. SEVERABILITY.

If any provision hereof is for any reason determined to be invalid, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

19. GUARANTY.

Agent, and its principals (collectively "Guarantors"), hereby jointly and severally guarantee indefeasible payment and performance of all obligations of Agent under this Agreement. Guarantor’s obligations under this section are independent of Agent and principals obligations, and a separate action may be brought against Guarantors, whether or not Agent or principals be joined in such action. Guarantors authorize LINK ADVANCE, without notice, to modify the obligations of Agent herein. Guarantors waive any right to require LINK ADVANCE to proceed against a Guarantor or pursue any other remedy; any defense of Agent or principal; or cessation from any cause of Agent or principals liability; any claim Guarantor’s obligations exceed Agent’s or principal’s liability; until paid and performed in full, all rights of subrogation and contribution; and any right to enforce any remedy of LINK ADVANCE against Agent or principals. Guarantor agrees to pay all attorneys fees and other costs incurred in enforcing this section or the obligations of Agent.

20. SIGNATURES.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. By signing below, Agent and Guarantor agrees to this Agreement and the Agent Compensation Addendum Attached at Addendum A hereto.