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Merchant Application Terms, Acknowledgments and Personal Guaranty

These terms form part of your application for merchant services with National Discount Merchant Services ("NDMS", "we", "us"), a trade name of Eichner Group, Inc., a California corporation. Please read them in full. Signing below has legal effect.

1. The Agreement

Your contract with NDMS (the "Agreement") consists of: (a) this Merchant Application, including the processing profile and the Pricing Schedule linked at the top of this application (the "Pricing Schedule"); (b) the NDMS Merchant Agreement, the current version of which is posted at ndmscorp.com/merchant-agreement (the "Merchant Agreement"); (c) the Member Bank disclosure in Section 9; and (d) any addendum, guaranty, or schedule you sign. If this Application conflicts with the Merchant Agreement, the Application governs fees, limits, funding and reserve terms, and the Merchant Agreement governs everything else.

2. Acknowledgment of Receipt

By signing this Application, either physically or electronically, Merchant acknowledges that it has received the Merchant Agreement, either by receiving a physical copy or by viewing it at ndmscorp.com/merchant-agreement; that it has read the Merchant Agreement and understands it; and that the Merchant Agreement is incorporated into and forms part of this Application, the two documents together constituting Merchant's contract with NDMS. Merchant agrees that viewing the Merchant Agreement online constitutes delivery and receipt with the same force and effect as if a physical copy had been received, and that no further delivery is required. Merchant may request a physical copy at any time and NDMS will provide one without charge. It is Merchant's responsibility to retain a current and complete copy of the Merchant Agreement.

3. Effective Date; Approval

This Application is an offer by Merchant. The Agreement does not take effect, and NDMS has no obligation to provide services, until NDMS and its Member Bank have approved Merchant following underwriting and a merchant identification number has been issued. NDMS may decline any application, or approve it subject to conditions, in its sole discretion. Processing limits, reserve requirements, funding schedules and pricing may differ from those requested based on the results of underwriting.

4. Merchant Acceptance and Representations

Each person signing this Application, on behalf of Merchant and individually: (i) represents that all information in this Application is true, correct and complete as of its date, and that the signer has authority to submit it on behalf of Merchant; (ii) agrees to notify NDMS in writing within ten (10) days of any material change to the information in this Application, including a change in ownership, control, business type, products sold, processing method, bank account, or legal or trade name; (iii) represents that Merchant is not engaged in, and will not use the services for, any business or practice prohibited by the Merchant Agreement, the card networks, or applicable law; and (iv) agrees to the Merchant Agreement and to the fees set out in the Pricing Schedule, as finalized by NDMS at approval.

5. Authorization to Obtain Information

Merchant and each signer authorize NDMS, its Member Bank, and any credit bureau, reporting agency or verification service they engage, to obtain consumer and commercial credit reports, bank references, and other information about Merchant and each owner, principal and guarantor listed in this Application, both at the time of application and from time to time for so long as the Agreement remains in effect or any obligation remains outstanding. Merchant authorizes its bank to disclose account balance and history information to NDMS for underwriting and risk purposes.

6. Beneficial Ownership Certification

The signer certifies, to the best of the signer's knowledge, that the beneficial ownership and control information in this Application is complete and accurate, that every individual who directly or indirectly owns twenty-five percent (25%) or more of the equity of Merchant has been listed, and that at least one individual with significant responsibility for controlling or managing Merchant has been identified. Merchant will promptly inform NDMS of any change to this information.

7. Settlement Account; Debit Authorization

Merchant designates the bank account identified in this Application as its settlement account and authorizes NDMS and its Member Bank to initiate credit entries for settlement of transactions and to initiate debit entries for fees, chargebacks, returns, adjustments, fines, and any other amounts owed under the Agreement, in accordance with the rules of the National Automated Clearing House Association. This authorization remains in effect until all obligations under the Agreement are satisfied and NDMS has received written notice of revocation in a manner that gives NDMS a reasonable opportunity to act on it. Merchant will maintain sufficient funds in the settlement account to cover all debits.

8. Personal Guaranty

In consideration of NDMS's acceptance of this Application, each individual signing below as a guarantor (each a "Guarantor") unconditionally and irrevocably guarantees, jointly and severally, the full and prompt payment and performance of all present and future obligations of Merchant to NDMS and its Member Bank under the Agreement, including fees, chargebacks, returns, fines, assessments, and costs of collection including reasonable attorneys' fees. This is a continuing guaranty of payment and not of collection. Guarantor waives notice of acceptance, presentment, demand, protest, notice of dishonor, and any requirement that NDMS first proceed against Merchant or any collateral. Guarantor's obligations are not affected by any amendment, extension, renewal, waiver, or release granted to Merchant or any other guarantor. This guaranty survives termination of the Agreement and remains in effect until all obligations are paid in full.

9. Member Bank Disclosure

Visa and Mastercard rules require that a merchant's acceptance of their cards be sponsored by a member financial institution. The Member Bank for this Agreement is identified below. By using the services you are not establishing a deposit or other account with the Member Bank.

Important Member Bank responsibilities. The Member Bank is the only entity approved to extend acceptance of Visa and Mastercard products directly to a merchant; must be a principal party to the Merchant Agreement; is responsible for educating merchants on pertinent Visa and Mastercard rules with which merchants must comply, though this information may be provided through NDMS; is responsible for and must provide settlement funds to the merchant; and is responsible for all funds held in reserve that are derived from settlement.

Important Merchant responsibilities. Merchant must ensure compliance with cardholder data security and storage requirements; maintain fraud and chargeback levels below the thresholds set by the card networks; review and understand the terms of the Merchant Agreement; and comply with Visa and Mastercard operating regulations. The responsibilities listed above do not supersede the terms of the Merchant Agreement and are provided to ensure Merchant understands some important obligations of each party.

10. Electronic Records and Signatures

Merchant and each signer consent to the use of electronic records and electronic signatures in connection with this Application and the Agreement, agree that an electronic signature has the same force and effect as a handwritten one under the federal E-SIGN Act and the California Uniform Electronic Transactions Act, and agree that a copy of this Application retained in electronic form is admissible as an original. NDMS may deliver notices, statements, amendments and other communications electronically to the email address provided. Merchant may withdraw consent to electronic delivery, or request a paper copy, by writing to NDMS at the address below.

11. Communications

Merchant consents to receive calls, text messages and emails from NDMS and its service providers at the numbers and addresses provided, including automated or prerecorded messages, for purposes relating to this Application, the Agreement, account servicing and risk monitoring. Message and data rates may apply. Marketing communications may be declined at any time.

12. Notices

Notices to NDMS: National Discount Merchant Services, a dba of Eichner Group, Inc., 525 S. Douglas St, El Segundo, CA 90245 · 310.997.0100 · support@ndmscorp.com. Notices to Merchant will be sent to the address or email in this Application unless updated in writing.

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