Merchant Rewards Processing Agreement

Mobibucks Promotions: Participation and duration of promotions are not compulsory and as such can be canceled. Merchant will be granted access and ability to monitor, begin, terminate, and edit some aspects of promotions via the merchants online promotion interface. As such, the merchant agrees and adheres to the fees listed here when managing such promotions here forth from the date of this agreement when self managing the merchant account online. Mobibucks can at times offer free promotional services only with prior written notification to the merchant defining any and all applicable requirements, limitations, and hard expiration dates. Which at such time, reverting back to the following agreed fee structure:

Legal Terms

1. Equipment License. Subject to the terms and conditions of this Agreement, Mobibucks hereby grants to Client a nonexclusive, fee-bearing license under all Intellectual Property Rights licensable by Licensor to use the hardware, software and services designated in Section 5.

2. Term and Termination. The term of this agreement shall be one year from the date last signed by the parties. This agreement shall automatically renew for subsequent one year periods unless terminated by either party in writing at least 60 days prior to the anniversary date hereof.

3. Intellectual Property Rights. All right, title, and interest in and to the hardware, software and services provided hereunder and all Intellectual Property Rights therein, including any modifications or enhancements thereto, are the sole and exclusive property of Mobibucks.

4. Compliance with Law, including U.S. Export Laws. Each party agrees to comply with all applicable international, national, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the technical information disclosed hereunder or direct products thereof. Neither party shall export or re-export, directly or indirectly, any technical information disclosed hereunder or direct products thereof to any destination prohibited or restricted by the export control laws and regulations of the United States, including the U.S. Export Administration Regulations, without the prior authorization form the appropriate governmental authorities.

5. Confidentiality. The parties may from time to time develop, receive, or have access to confidential information in whole or in part the property of the other party, or in whole or in part the property or third parties contracting or engaged in research, development, or business arrangements with the other party. Each party agrees to maintain in confidence all such confidential information and will not directly or indirectly use, disseminate, lecture upon, publish, disclose, or divulge the same to any persons whomsoever without the prior written consent of the other party. Confidential information shall mean any information and data of a confidential nature, including, but not limited to, proprietary, developmental, technical, marketing, sales, operation, performance, cost, know-how, policy, business, and process information, computer programming techniques, and all record bearing media containing or disclosing such information and techniques.

6. General Indemnification. Each party will indemnify, hold harmless, and defend the other party from and against any and all liabilities, damages, losses, costs and expenses (including but not limited to reasonable fees of attorneys and other professionals) payable to third parties based upon any claim, including claims of misrepresentation, intentional wrongdoing, gross negligence, or product liability, arising from the use of the hardware, software or services, provided that such party (i) promptly notify the other of the claim; (ii) provides all reasonable information and assistance to defend or settle such a claim; and (iii) grants the indemnifying party authority and control of the defense or settlement of such claim

7. Warranties. THE LIMITED LICENSE GRANTED HEREUNDER IS GRANTED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND. MOBIBUCKS MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT OF ANY PATENTS.

8. Damages. THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE TOTAL AMOUNT PAID UNDER THIS AGREEMENT.

9. Limitation of Liabilities: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, INTERRUPTION OF BUSINESS OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10. Assignment. Neither party may assign this Agreement without the prior written consent of the. Any assignment permitted hereunder will be subject to the written consent of the assignee to all of the terms and provisions of this Agreement. Any attempted assignment in derogation of this section will be null and void.

11. Force Majeure. Neither party shall be responsible for delay or failure in performance caused by any government act, law, regulation, order or decree, by communication line or power failures beyond its control, or by fire, flood or other natural disasters or by other causes beyond its reasonable control, nor shall any such delay or failure be considered to be a breach of this Agreement. In any such event, performance shall take place as soon thereafter as is reasonably feasible.

12. Governing Law. This Agreement will be governed by and interpreted in accordance with the laws of the state of California without reference to its conflicts of law.

Dispute Resolution. Any conflict or controversy that arises between the parties shall be resolved by mediation followed by arbitration in accordance with the Rules of Commercial Arbitration of the American Arbitration Association in the County of Santa Clara in the State of California.

You (Client) certify legal authorization to agree to this Merchant Rewards Processing Application and Agreement consisting of the sign up page and this Merchant Rewards and Processing Agreement, and further certifies that all information set forth herein is true and correct and that Client has reviewed and agrees to the terms herein. Client authorizes Mobibucks and their agents to investigate the references, statements, and other data contained herein and to obtain additional information from credit bureaus and other lawful sources, including persons and companies names in this Document. Client authorizes Mobibucks and their agents (a) to procure information from any consumer reporting agency bearing his/her personal credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living, and (b) to contact all previous employers, personal references and educational institutions. It is our policy to obtain certain information in order to verify your identity while processing your account application.

Client agrees to all the terms of this Merchant Rewards Processing Application and Agreement. This Merchant Rewards Processing Application and Agreement shall not take effect until Client has been approved and this Agreement has been accepted by MOBIBUCKS, INC.

Personal Guarantee: The undersigned guarantees to Mobibucks, Inc. the performance of this Agreement, if applicable, and any addendum thereto by Client, and in the event of default, hereby waives Notice of Default and agrees to indemnify the other parties, including payment of all sums due and owning and costs associated with enforcement of the terms thereof. Mobibucks, Inc. shall not be required to first proceed against Client or enforce any other remedy before proceeding against the undersigned individual. This is a continuing guarantee and shall not be discharged or affected by the death of the undersigned and shall bind the heirs, administrators, representatives and assigns and be enforced by or for the benefit of any successor of MobiBucks, Inc.. The term of this guarantee shall be for the duration of the Merchant Rewards Processing Application and Agreement and any addendum thereto and shall guarantee all obligations which may arise or occur in connection with my activities during the term thereof through enforcement shall be sought subsequent to any termination.