ACH MERCHANT AGREEMENT

This ACH Merchant Agreement (“Agreement”) accompanies the ACH Processing Application (“Application Form”) and the terms and conditions found therein. This Agreement is by and between Global Electronic Technology, Inc., located at 970 West 190th Street, Suite 650, Torrance, CA 90502 (“GETTRX”) and the applicant merchant (“Merchant”) identified in the Application Form. The parties, GETTRX and Merchant, hereby agree to the following terms and conditions:

Merchant has requested that GETTRX permit it to initiate electronic credit and debit entries through their online payment processing platform, GETTRX One, an online donation platform for non-profits, and any other platforms that may be added or developed by GETTRX (the “GETTRX Platform”), to accounts maintained at other financial institutions by means of the Automated Clearing House Network. In pursuant to the terms of this Agreement and the National Automated Clearing House Association’s (“NACHA”) Operating Rules and Operating Guidelines (collectively, the “Rules”), and GETTRX is willing to act as a Third-Party Sender (“TPS”) with respect to such ACH entries (“Entries”) pursuant to the terms of this Agreement. The Rules may be obtained at NACHAís website at www.nacha.org.

Therefore, in consideration of the mutual promises contained herein and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, GETTRX and Merchant, intending to be legally bound, do hereby agree as follows:

Rules

COMPLIANCE WITH RULES AND LAWS. Merchant agrees to comply with and be subject to the Rules, and any amendments to the Rules made from time to time.

It shall be the responsibility of the Merchant that the origination of ACH transactions complies with U.S. law, including but is not limited to sanctions enforced by the Office of Foreign Assets Control (“OFAC”). It shall further be the responsibility of the Merchant to obtain information regarding such OFAC enforced sanctions. (This information may be obtained directly from the OFAC Compliance Hotline at 800-540-OFAC or from the OFAC’s home page site at www.ustreas.gov/ofac).

Underwriting

Merchant will be subject to underwriting criteria established by GETTRX. This will determine the guidance line for the ACH facility. A guidance line is required to originate with GETTRX. Merchant will be required to provide the requested documents to GETTRX to complete the review. If Merchant is unable to provide the requested artifact, ACH service (“Service”) will be terminated. The guidance line is subject to an annual review.

Standard Entry Class (“SEC”) Code Entitlement

The SEC code is a three-letter code that describes how a payment was authorized by the Merchant. GETTRX offers four SEC codes, CCD, PPD, TEL, and WEB, as provided in the ACH Processing Profile of the Application Form. The Merchant will be entitled to use specific SEC codes based on underwriting approval. In the event the Merchant submits an unauthorized SEC code the transaction will not be processed.

Exposure Limits

GETTRX shall set monetary file limits on aggregate amounts of Entries as set forth in the ACH Fee Schedule section of the Application Form.

a. “Entry Settlement Limit” means the maximum aggregate monetary amount of In-Process Entries permitted to be outstanding at any time. This amount shall be communicated by GETTRX to the Merchant in writing and may be increased or decreased at the sole discretion of the GETTRX.

b. “In-Process Entries” means the aggregate dollar amount of all Merchant Entries and in process on any date for which settlement has not occurred with respect to credit Entries, or the applicable period for which the return of items has not expired with respect to debit Entries.

c. “Overlimit Entry” means an Entry the monetary amount of which would cause the aggregate amount of In-Process Entries to exceed the Entry Settlement Limit.

Merchant agrees that GETTRX will have no obligation to process an Overlimit Entry. GETTRX will suspend any Overlimit Entry submitted by Merchant. GETTRX may, following its receipt of an Overlimit Entry suspend all In-Process Entries and will notify the Merchant of the Overlimit Entry. Merchant acknowledges that any Overlimit Entry suspended by GETTRX will not settle on the Overlimit Entry’s scheduled settlement date. If Merchant wishes to initiate an Overlimit Entry, Merchant may submit to GETTRX a written request to initiate such entry. Merchant must submit its written request at least two (2) banking days prior to the date on which Merchant wishes to initiate the Overlimit Entry. GETTRX may require from Merchant financial or other information in connection with GETTRX’s consideration of the Merchant’s request to complete the Overlimit Entry. GETTRX may grant or deny Merchant’s request at its sole discretion.

Internet Initiated and Mobile ACH Transactions (WEB)

a. Authorization for WEB Entries must be properly authenticated and include evidence of i) the identity of the party initiating the debit Entry (“Customer”), and ii) the assent to the authorization. Merchant shall provide a copy of such authenticated authorization within five (5) banking days of request by GETTRX and retain an original or copy for two (2) years from the termination or revocation of the authorization.

b. The authorization must have clear and understandable terms, including the amount and timing of debit Entries, the manner and timing that Customer must notify the Merchant if Customer is revoking the authorization. If a single debit Entry is scheduled in advance, any revocation right shall provide Customer a reasonable opportunity to act.

c. Merchant must establish and implement commercially reasonable programs and processes to i) screen each WEB Entry for fraud, ii) verify the identity of Customer, iii) verify that routing numbers are valid, iv) validate the account to be debited for the first use of the account number.

d. Merchant must conduct annual audits to ensure that the financial information obtained from Customers is protected by security practices and procedures that include, at a minimum, physical security, personnel and access controls and network security. At the choice of GETTRX, Merchant shall provide an attestation of completion or the results of the Merchant’s most recent annual audit within ten (10) days of demand by GETTRX.

Telephone Initiated ACH Transactions (“TEL”)

a. TEL entries may only be used where there is an existing relationship between the Merchant and Customer or, if there is no such existing relationship, Customer has initiated the telephone call. The Merchant must establish and implement commercially reasonable programs and processes to i) verify the identity of the Receiver, and ii) verify that routing numbers are valid.

b. The authorization must have clear and understandable terms, including the amount and timing of debit Entries and the manner and timing that the Receiver must notify the Merchant if Customer is revoking the authorization. Any revocation right shall provide Customer a reasonable opportunity to act. Merchant shall indicate in the ACH file (“File”) whether the TEL Entry is a single-Entry or recurring payment.

c. Single TEL Entries must include the following minimum information as part of the authorization: i) Customer’s name, account to be debited and amount of the transaction, ii) the date of the oral authorization and a statement that the transaction is a single ACH debit Entry and the date on or after which the ACH debit to Customer’s account will occur, and iii) the Merchant’s telephone number that is answered during normal business hours for Customer inquiries related to the ACH debit. Merchant must make an audio recording of the oral authorization or provide Customer with written confirmation of the oral authorization prior to the settlement date of the entry. Merchant must also retain a reproducible copy of the recording or written confirmation of the authorization for two (2) years from the date of the authorization.

d. Recurring TEL Entries must include the following minimum information as part of the authorization: i) Customer’s name and account to be debited, ii) the date of the oral authorization and a statement or the amount, start date, number and frequency of the Recurring TEL debit Entries, and iii) the Merchantís telephone number that is answered during normal business hours for Customer inquiries related to the ACH debits. Merchant must make an audio recording of the oral authorization and provide Customer with a written copy of the authorization prior to the settlement date of the first Entry. Merchant must also retain for two (2) years from termination or revocation of the authorization i) the original or a duplicate audio recording of the oral authorization and ii) evidence that a copy of the authorization was provided to Customer.

e. Merchant shall provide a copy of a TEL Entry authorization five (5) banking days of a request by financial institution.

Transmittal of Entries by Merchant

Merchant shall transmit all Entries to GETTRX through GETTRX Platform. For single transactions, the Merchant must provide a valid account, routing number, name, and effective date. Merchant agrees that its ability to originate entries under this Agreement is subject to exposure limits and Standard Entry Class restrictions. GETTRX reserves the right to reject any Entry that exceeds the exposure limits or violates Standard Entry Class restrictions.

Recording and Use of Communications

Merchant and GETTRX agree that all telephone conversations or data transmissions between them or their agents made in connection with this Agreement may be electronically recorded and retained by either party by any reasonable means.

Rejection of Entries

GETTRX may reject any Entry which does not comply with the requirements of this Agreement. GETTRX shall notify Merchant by telephone, electronic transmission (including, but not limited to, electronic mail, facsimile, or online message), or in writing of such rejection no later than on the business day such Entry would otherwise have been transmitted. GETTRX shall have no liability to Merchant by reason of the rejection of any such Entry or the fact that such notice is not given at an earlier time than that provided for herein. Entries rejected by GETTRX must be re-created by the Merchant.

Reversals; Re-Initiation of Entries

Merchant may request/transmit a reversal Entry pursuant to the Rules. Merchant shall indemnify GETTRX against any claim, demand, loss, liability, or expense that it incurs because of originating this reversal. Merchant must be initiated within five (5) business days of the effective date for the Entry or File to be reversed.

Notice of Returned Entries and Notifications of Change

a. GETTRX shall notify Merchant by telephone, electronic transmission (including, but not limited to, electronic mail, facsimile, or online message), or in writing of the receipt of a returned Entry no later than one business day after the business day of such receipt.

b. GETTRX shall provide Merchant all information, as required by the Rules, with respect to each Notification of Change (“NOC”) Entry or Corrected Notification of Change (“Corrected NOC”) Entry received by GETTRX relating to Entries transmitted by Merchant. GETTRX must provide such information to Merchant within two (2) banking days of the settlement date of each NOC or Corrected NOC Entry. Merchant shall ensure that changes requested by the NOC or Corrected NOC are made within six (6) banking days of Merchant’s receipt of the NOC information from GETTRX or prior to initiating another Entry to Customer’s account, whichever is later.

Entries Returned as Unauthorized

Merchant shall transmit only those Entries that have been properly authorized by Customer in accordance with Rules. If an Entry is returned as unauthorized or authorization revoked, Merchant agrees to resolve any dispute with Customer or other necessary parties. Merchant agrees not to re-initiate any Entry returned as unauthorized or authorization revoked unless Customer re-authorizes the Entry.

Pre-Notification

As prescribed in the Rules, Merchant shall transmit a zero-dollar ACH entry (“Prenotification Entry”) at least six (6) Business Days prior to initiating an Entry and upon any change to the account number, financial institution, or individual identification number. If Merchant receives a notice that the Prenotification Entry was rejected, Merchant agrees to not initiate any related Entry until the cause for rejection is resolved pursuant to the Rules.

Unauthorized Return Rate

If the rate of unauthorized returns of Entries transmitted by Merchant exceeds .5% of the Merchant’s total Entries as defined in the Rules, GETTRX shall notify Merchant by telephone, electronic transmission (including, but not limited to, electronic mail, facsimile, or online message), or in writing of such an event. GETTRX may immediately, at its sole discretion, revoke ACH privileges if the return rate persists.

Administrative Return Rate

If the rate of administrative returns of entries transmitted by Merchant exceeds 3% of the Merchant’s total Entries as defined in the Rules, GETTRX shall notify Merchant by telephone, electronic transmission (including, but not limited to, electronic mail, facsimile, or online message), or in writing of such an event. GETTRX may immediately, at its sole discretion, revoke ACH privileges if the return rate persists.

Overall Return Rate

Overall returns must stay below 15%. This percentage is calculated based on ACH returns for the preceding 60 days and includes all return reason codes. Entries as defined in the Rules, GETTRX shall notify Merchant by telephone, electronic transmission (including, but not limited to, electronic mail, facsimile, or online message), or in writing of such an event. GETTRX may immediately, at its sole discretion, revoke ACH privileges if the return rate persists.

Data Media and Records

All data media, Entries, security procedures and related records used by GETTRX for transactions contemplated by this Agreement shall be and remain GETTRX property. GETTRX may, at its sole discretion, make available such information upon the Merchant’s request. Any expenses incurred by GETTRX in making such information available to the Merchant shall be paid by the Merchant.

Right to Audit

Merchant agrees to review its compliance with the Rules on a periodic basis but not less than annually. Merchant hereby agrees to allow GETTRX, upon five (5) business days of notice, to review available reports of independent audits performed at the Merchant location related to information technology, the Service, and any associated operational processes. Merchant agrees that if requested by GETTRX, Merchant will complete a self-assessment of their operations, management, staff, systems, internal controls, training, and risk management practices that would otherwise be reviewed by GETTRX in an audit of Merchant. If Merchant refuses to provide the requested information, or if GETTRX concludes, in its sole discretion, that the risk of Merchant is unacceptable, if Merchant violates this Agreement or the Rules, or if Merchant refuses to give GETTRX access to Merchant’s premises, GETTRX may terminate the Service and this Agreement according to the provisions hereof.

Evidence of Authorization; Records Retention

Merchant shall obtain all consents and authorization (“Authorization Agreement”) as required by the Rules from Customer whose account will be debited or credited as the result of a debit or credit Entry initiated by Merchant.

Merchant must retain the Authorization Agreement in original form while it is in effect and the original or a copy of each Authorization Agreement for two (2) years after termination or revocation of such authorization as stated in the Rules.

Upon request, Merchant shall furnish the original or a copy of the Authorization Agreement to any affected, as defined in the Rules. In addition, GETTRX will periodically request proof of authorization to ensure Merchant is obtaining authorization and retaining records.

Holiday Calendar

GETTRX will not process ACH Entries on Saturdays, Sundays, or the following standard holidays observed by the Federal Reserve Bank. If January 1, June 19, July 4, November 11 or December 25 fall on a Sunday, the next following Monday is a standard Federal Reserve Bank holiday. Likewise, Entries should not be effective dated for these days.

New Year’s Day (January 1)
Martin Luther King Jr. Day (Third Monday in January)
Presidents’ Day (Third Monday in February)
Memorial Day (Last Monday in May)
Juneteenth (June 19)
Independence Day (July 4)
Labor Day (First Monday in September)
Columbus Day (Second Monday in October)
Veterans Day (November 11)
Thanksgiving Day (Fourth Thursday in November)
Christmas Day (December 25)

Settlement

The Merchant is aware credit settlement for originated debit Entries are on a minimum three (3) business day lag. GETTRX will post the offset three (3) business days or greater after the effective date. In the event of a return Entry from the Receiving Depository Financial Institution (RDFI). The return amount would net against the credit settlement.

Reserve Account

Reserves constitute funds earmarked to cover potential future costs or financial obligations owed to GETTRX. The reserve amount is determined during the underwriting period and is securely held in a non-interest-bearing account under the name of GETTRX, designated as the “Reserve Account.” This account not only holds funds from various originators but also serves as a mechanism for managing outstanding amounts owed to GETTRX.

GETTRX’s reserve collection process operates on a percentage basis, wherein a portion of each transaction is withheld as a reserve. This approach, known as rolling reserves, involves withholding a percentage of each transaction and releasing the held funds at a predetermined time by GETTRX. Upon the Reserve Period’s expiration, GETTRX communicates with the Merchant via GETTRX Platform, detailing the released amounts. This process remains active throughout the entirety of the Agreement. GETTRX reserves the right to reassess the reserve amount at its discretion in response to changes in transaction activity, returns, refunds, or fraudulent activities.

Merchant acknowledges that until the Reserve Period expires, the funds in the Reserve Account are the property of GETTRX and are inaccessible to the Merchant. These funds cannot be utilized for chargeback payments, fees, or fines. The Reserve Period extends for a minimum of 180 days, to be determined by GETTRX, following either the termination of this Agreement or the last activity recorded in the Merchant’s account, whichever occurs later. Once the funds have been transferred, GETTRX relinquishes responsibility for their management.

Payment for Services

Merchant shall pay GETTRX the charges for the Services provided in connection with this Agreement, upon the agreed due date. All fees and services disclosed in your Application Form are subject to change upon thirty (30) days prior written notice from GETTRX. Some of the fees disclosed are described as follows:

a. Transaction Fee and Discount Rate – these are daily and determined by the value of transactions. The transaction fee is a fixed amount, while the discount rate is a percentage of the transaction value. Both fees apply to debit and credit transactions.

b. Administrative Return Fee and Unauthorized Return Fee – these fees vary depending on the type of return and are charged upon receiving the return. Administrative returns include insufficient funds and account closures, while unauthorized returns consist of stop payments and unauthorized transactions.

c. Batch Fee and Monthly Minimum –  billed monthly, batch fees are incurred when transactions are grouped for ACH processing. The monthly minimum fee incorporates transaction fees, discount rates, and batch fees. If these fees fall short of the monthly minimum, the difference is billed at the end of the month.

d. Annual Subscription Fee – an annual fee granting access to the Services, billed annually starting 12 months after the first month’s anniversary. This fee is invoiced at the end of the anniversary month.

e. Setup Fee –  a one-time fee charged upon completing the first month’s cycle, invoiced at the end of the cycle.

Amendments

GETTRX may amend this agreement from time to time upon written notice to the Merchant. In the event that performance of services under this Agreement would result in a violation of any present or future statute, regulation, or governmental policy to which GETTRX is subject, then this Agreement shall be amended to the extent necessary to comply with such statute, regulation, or policy. Alternatively, GETTRX may terminate this Agreement if it deems such action necessary or appropriate under the circumstances. GETTRX shall have no liability to the Merchant as a result of any such violation, amendment, or termination.

Term and Termination

This Agreement shall be deemed effective (“Effective Date”) only upon the acceptance by GETTRX, and will continue in effect for a period of three (3) years (“Initial Term”) and will automatically renew for successive one (1) year terms (“Renewal Term”) unless terminated as set forth below.

This Agreement may be terminated by the Merchant at end of the Initial Term or any Renewal Term by giving a written notice of intention not to renew at least ninety (90) calendar days before the end of the Initial Term or any Renewal Term. The Merchant may terminate this Agreement prior to the end of current term. In the event of early termination by the Merchant, Merchant agrees to pay an early termination fee, calculated as the average monthly fees charged to Merchant for the previous thirty-six (36) months, or such shorter time if the Merchant has processed for less than thirty-six (36) months, multiplied by the number of months remaining under this Agreement, or $495 whichever is greater.

Notwithstanding anything to the contrary contained in this Agreement or your Application Form, this Agreement may be terminated by GETTRX at any time with or without notice and with or without cause.

Any termination of this Agreement shall not affect any of GETTRX rights and Merchant’s obligations with respect to Entries initiated by Merchant. In the event that any Merchant originated debit Entries, such Merchant will maintain an Account with us for a period of sixty (60) days after the settlement date of the last debit file originated.

Confidential Information
The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning GETTRX services and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the Confidential Information) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third partyís confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party’s Confidential Information; (ii) not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure.
Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party, its employees, members, directors, managers, officers, shareholders or agents from and against any loss, liability, damage, penalty or expense (including attorney’s fees, expert witness fees and cost of defense) they may suffer or incur as a result of (i) any failure by the party or any employee, agent or affiliate of the party to comply with the terms of this Agreement; (ii) any warranty or representation made by the party being false or misleading; (iii) any representation or warranty made by the party or any employee or agent of the party to any third person other than as specifically authorized by this Agreement, (iv) the manner or method in which the party performs its services pursuant to this Agreement, (v) negligence of the party or its sub-Contractors, agents or employees, or (vi) any alleged or actual violations by the party or its sub-Contractors, employees or agents of any governmental laws, regulations or rules.
Disclaimer of All Warranties
GETTRX PLATFORM AND OTHER GETTRX SERVICES IS PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. GETTRX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AND ANY THIRD PARTIES AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GETTRX OR ITS EMPLOYEES OR REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF GETTRX’S OBLIGATIONS.
Limitation of Liability
THIS AGREEMENT IS FOR THE SOLE BENEFIT OF GETTRX AND MERCHANT, NOTHING IN THIS AGREEMENT IS INTENDED TO CONFER ANY RIGHTS OR REMEDIES UPON ANY CUSTOMER, OR ANY OTHER PERSON OR ENTITY. GETTRX SHALL NOT BE LIABLE TO MERCHANT OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE GETTRX PLATFORM, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF GETTRX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL GETTRX’S TOTAL LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID TO GETTRX UNDER THIS AGREEMENT OVER THE PRIOR THREE (3) MONTHS REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE.

Taxes
Merchant shall pay, indemnify and hold GETTRX harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on GETTRX’s income, and (ii) all government permit fees, customs fees and similar fees which GETTRX may incur with respect to this Agreement. Such taxes, fees and duties paid by Merchant shall not be considered a part of a deduction from, or an offset against, payments due to GETTRX hereunder.
Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect but shall be construed in a manner to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

Drafting
No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties; and therefore, any ambiguity or uncertainty shall be interpreted accordingly.
Waiver

No term or provision of this Agreement shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute consent to, waiver of, or excuse for any different or subsequent breach.

Assignment

Neither party shall assign, delegate, subcontract, license, franchise, or in any manner attempt to extend to any third party any right or obligation under this Agreement except as otherwise permitted herein without the prior written consent of the other party; provided, however, GETTRX may assign this Agreement and its rights hereunder to a purchaser of a majority of its assets or equity. Notwithstanding any other provisions in this Agreement, Merchant may assign or sell its rights to its compensation under this Agreement to a third party; provided however, GETTRX shall first have the right to purchase such compensation rights from Merchant. In the event Merchant seeks to sell its right to compensation to a third party, it shall provide GETTRX with written notice of the material terms of the third-party offer, and GETTRX shall have thirty days within which to notify Merchant whether or not it will match the terms of the third-party offer. If GETTRX elects to match the third-party offer, Merchant shall sell its rights to compensation to GETTRX. In the event GETTRX does not elect to exercise this right of first refusal, Merchant may sell its right to compensation to the third party with the same terms and conditions as set forth in the written notice to GETTRX.

Section Headings

The section heading contained in the Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement.

Counterparts/Facsimile Signatures

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterpart shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies reflecting the party’s signature hereto, and any such facsimile copy shall be sufficient to evidence the signature of such party as if it were an original signature.

Entire Agreement: Binding Effect

This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in 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. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. 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.

Dispute Resolution

All disputes arising under or in connection with the Agreement will initially be referred to the senior executives of each party. The senior executives will use their best efforts to resolve the dispute informally and amicably. If, after negotiating for thirty days (or for some longer period if the parties agree), no resolution of the dispute is reached by the senior executives, the parties will submit the dispute to binding arbitration in Los Angeles County, California, or other state and county in which GETTRX may then be located pursuant to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and the procedures set forth in the Jurisdiction section below.

Arbitration

All disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration. The arbitration will take place in Los Angeles County, California, or other state and county in which GETTRX may then be located and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a panel of three arbitrators in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. Following notice of a party’s election to require arbitration, each party will, within thirty days, select one arbitrator; and those two arbitrators will, within thirty days thereafter, select a third arbitrator. If the two arbitrators are unable to agree on a third arbitrator within thirty days, the AAA will, within thirty days thereafter, select the third arbitrator. The decision of the arbitrators will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrators will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.

Jurisdiction; Venue; Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Los Angeles County, California. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

Attorney’s Fees

Should suit or arbitration be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs, including expert witness fees and fees on any appeal.