GameIQ Merchant Terms and Conditions

These GameIQ® Merchant Terms and Conditions ("Agreement"), entered into by and between GameIQ, Inc. ("GameIQ") and you ("Merchant"), shall govern the Merchant's ability to apply for, and access, the GameIQ rewards platform ("Platform"), the web-based interface located at www.gameiq.net/spindy (collectively, the "Merchant Portal") and associated GameIQ services ("Services," and together with the Platform and Merchant Portal, the, "Platform Offerings"). The Platform Offerings shall enable Merchants to track and reward end-user consumers ("Users") that have downloaded and continue to utilize the GameIQ mobile application (the "App") with certain cash-back reward offers, coupons, discounts and other rebates, as designated by the applicable Merchant (collectively, "Rewards"), in connection with the purchase of that Merchant's products and/or services (collectively, "Merchant Products").

1. Scope; Modification of Agreement. Certain Merchants may enter into one or more separate Order Forms (each, an "Order Form") with GameIQ. All Order Forms shall be governed by this Agreement and deemed incorporated by reference herein. Except for terms intended to identify the payment terms, Reward type, and other such transactional data specific to the particular Reward discussed in an Order Form (collectively, "Covered Terms"), no term or provision set forth or cross-referenced in any Order Form will be construed to amend, add to or supersede any provision of this Agreement. In the event of a conflict between this Agreement and an Order Form, unless the terms of an Order Form expressly declare an intention to amend a provision of this Agreement in conflict, this Agreement shall prevail. Notwithstanding the foregoing, to the extent that there is any inconsistency between this Agreement and any Order Form, insofar as any Covered Terms are concerned, the Order Form shall govern. This Agreement, together with any applicable Order Forms, constitutes the entire and only agreement between Merchants and GameIQ with respect to Merchants' use of the Platform Offerings, and supersedes all prior or contemporaneous agreements, representations, warranties and/or understandings with respect to same. We may amend this Agreement from time to time in our sole discretion, without specific notice to our Merchants; provided, however, that: (a) any amendment or modification to the provisions applicable to dispute resolution (collectively, "Dispute Resolution Provisions") shall not apply to any disputes incurred prior to the applicable amendment or modification; and (b) any amendment or modification to pricing and/or billing provisions ("Billing Provisions") shall not apply to any charges incurred prior to the applicable amendment or modification. The latest Agreement will be posted in the Merchant Portal, and Merchants should review this Agreement prior to using any Platform Offerings. By Merchant's continued use of the Platform Offerings, Merchant hereby agrees to comply with and be bound by all of the terms and conditions contained within this Agreement effective at that time (other than with respect to disputes arising prior to the amendment or modification of the Dispute Resolution Provisions, or charges incurred prior to the amendment or modification of the Billing Provisions, which shall be governed by the Dispute Resolution Provisions and/or Billing Provisions then in effect at the time of the subject dispute or incurred charges, as applicable).

2. Requirements. The Platform Offerings are available only to valid legal entities and/or individuals who can enter into legally binding contracts under applicable law. The Platform Offerings are not intended for use by non-valid legal entities and/or individuals under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age). If Merchant is not a valid legal entity, if Merchant is under eighteen (18) years of age (or the applicable age of majority, if greater than eighteen (18) years of age) and/or if Merchant is unable to enter into legally binding contracts under applicable law, Merchant does not have permission to use and/or access the Platform Offerings.

3. Registration; Account Rejection and/or Termination. In order to utilize certain of the Platform Offerings, Merchants must submit a registration form by and through the Merchant Portal (each, a "Form") or enter into an Order Form with GameIQ. The information that Merchants must supply on the Form and/or Order Form, as applicable, may include, without limitation: (a) Merchant's full name and company name (as applicable); (b) Merchant's user name and password; (c) Merchant's e-mail address; (d) Merchant's mailing address; (e) the credit card and/or bank account information for ACH payments, depending on Merchant's preferred payment method ("Payment Method"); and/or (f) any other information requested by GameIQ on the Form (collectively, "Registration Data"). Each Merchant agrees to provide true, accurate, current and complete Registration Data, as necessary, in order to maintain it in up to date and accurate fashion. GameIQ may reject Merchant's Form, Order Form and/or terminate Merchant's Platform Offerings account ("Account") at any time and for any reason, in its sole discretion. Such reasons may include, without limitation, where GameIQ believes that such Merchant is: (i) in any way in breach of this Agreement; (ii) engaged in any improper conduct in connection with the Platform Offerings; and/or (iii) at any time, conducting any unauthorized commercial activity by and through the Platform Offerings. Merchants may terminate this Agreement at any time by utilizing the options available in the Merchant Portal; provided, however, that termination of this Agreement shall not relieve Merchant of any obligation to provide Users with Rewards earned up to the later of the effective date of termination or any applicable period of Reward eligibility.As part of the registration process, Merchants will be provided with, or must select, a user name and/or password. If the user name/password that Merchant requests is not available, Merchant will be asked to supply another user name. If GameIQ provides Merchant with a user name/password, Merchant can change that user name and/or password, or the one that the Merchant selected during registration, at any time through its Account settings. Each Merchant agrees to notify GameIQ of any known or suspected unauthorized use(s) of its Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of its user name/password. Each Merchant shall be responsible for maintaining the confidentiality of its user name/password and Account. Each Merchant agrees to accept responsibility for all activities that occur through use of its user name/password and Account, including any charges incurred therethrough.

4. The Platform Offerings

(a) Compliance with Applicable Law. Merchant represents and warrants that it, its Merchant Products, Rewards, Merchant Content (as defined below), its marketing efforts in connection, and contact, with Users and/or its use of the Platform Offerings in general shall fully comply with all applicable GameIQ guidelines, as well as all applicable local, state, national, federal and international laws including, without limitation, any and all laws applicable to rebates (including state rebate laws), refunds, sweepstakes, contests, promotions, lotteries, gambling, privacy laws, the CAN-SPAM Act of 2003, as amended, as well as other state and federal e-mail marketing laws, Canada's Anti-Spam Legislation ("CASL"), the Telephone Consumer Protection Act (47 USC &‌sect; 227), and its implementing regulations adopted by the Federal Communications Commission (47 CFR &‌sect; 64.1200), as amended from time-to-time ("TCPA"), the Amended Telemarketing Sales Rule ("ATSR"), 16 CFR 310 et seq. and the Federal Trade Commission Guidelines Concerning the Use of Endorsements and Testimonials ("Endorsements Guidelines") (collectively, "Applicable Law"). Without limiting the foregoing, Merchants must ensure that all disclosures required by the Endorsement Guidelines are prominently displayed where a User completes an action associated with a prospective Reward that could fall under the Endorsements Guidelines.

(b) Platform/Merchant Portal. Subject to GameIQ's™ approval of a prospective Merchant's attempted registration, GameIQ grants to Merchant a non-exclusive, non-transferable, revocable and limited license to access and use the Platform and Merchant Portal in accordance with the terms, and during the term, of this Agreement, in order to track and reward certain actions undertaken by Users that purchase Merchant Products.

Each Merchant is solely responsible for establishing, by and through the Merchant Portal, the: (i) criteria for receiving Rewards (the applicable Merchant Product to purchase, spending thresholds, etc.) in connection with a purchase of Merchant Products; (ii) monetary amount/range of each Reward; and (iii) number of Rewards to be offered to Users and/or the applicable Reward Cut-Off (as defined below). Upon creating a valid Reward by and through the Merchant Portal, that Reward will be searchable by Users based on geographical search criteria and/or or via geolocation options selected by the Users. The Merchant Portal will provide Merchants with access to a ‘slider' that can be used to adjust the estimated average monetary amount of daily Rewards. In addition, the Merchant Portal will enable Merchants to establish a "cut-off," which limits the total dollar amount of daily Rewards to a predetermined value, after which no additional Rewards shall be offered to Users. The Platform may also enable Merchants to utilize buttons to allow Users to promote their receipt of Rewards by and through Facebook and other social media websites ("Social Media Sites").

Merchant acknowledges and agrees that the access to, and the functionality of, the Platform and/or Merchant Portal may be interrupted and limited, and may not be error free. Without limiting the foregoing, GameIQ makes no warranties, representations or guarantees with respect to the availability and functionality of the Platform and/or Merchant Portal.

Facebook is a registered trademark of Facebook Inc. ("Facebook"). GameIQ is not in any way affiliated with Facebook, and neither GameIQ nor the Platform Offerings are endorsed or sponsored by Facebook.

(c) Rewards. Merchant shall remain, at all times, fully responsible and fully liable for all aspects of the Rewards. Without limiting the foregoing, Merchant shall: (i) ensure that the descriptions of the Rewards and associated Merchant Products are accurate and complete; (ii) ensure that the offer, sale, purchase, export or import of any Rewards and/or associated Merchant Products comply with all Applicable Law; (iii) handle all aspects of customer service, fulfilment, warranty claims, requests for technical or customer support, returns for malfunction or damage and other complaints, requests and inquiries associated with the Rewards and associated Merchant Products; and (iv) be fully responsible for collecting any sales, use or other taxes related to any Merchant Products. GameIQ shall not be liable to any User or third-party for any claim in connection with any Rewards, Merchant Products and/or the failure of any User to receive a Reward.

(d) Reward Redemption Procedure. Where a User identifies a desired Reward, that User must: (i) first, "claim" that Reward in the App; (ii) then, purchase the qualifying Merchant Product(s) associated with the Reward selected; provided, that, Merchant may include terms in connection with the Reward that prohibit Users from using coupons, credits, gift certificates or other discounts in connection with the purchase of the applicable Merchant Product(s)); and (iii) then, either (A) photograph the receipt associated with the purchase of the qualifying Merchant Product(s) ("Rewards Receipt") and upload same to the App in a format that the App can read and record properly; or (B) create a photocopy or other reasonable copy of the Rewards Receipt and fax, mail or email such copy to GameIQ. Users shall have thirty (30) days from the date of purchase of the applicable Merchant Product(s) to upload/mail-in/fax/e-mail the associated Rewards Receipt.

As set forth in the GameIQ Rebate Terms and Conditions, each User shall only be permitted to submit valid, authentic Rewards Receipts that were received by that User in connection with that User's purchase of the applicable Merchant Products. No User may submit a Rewards Receipt received by a third-party, nor may any User share a Rewards Receipt with a third-party. No User may submit a duplicate, fraudulent or otherwise invalid Rewards Receipt. GameIQ may terminate a User that abuses the Platform by repeatedly claiming Rewards and returning the subject Merchant Products.

Upon receipt of each Rewards Receipt, GameIQ shall make an initial determination as to whether or not the Rewards Receipt is: (A) valid and properly submitted ("Valid"); (B) invalid, fraudulent, a duplicate or otherwise submitted in violation of the GameIQ Rebate Terms, this Agreement or any other GameIQ policies ("Invalid"); or (C) indeterminate as to Validity or Invalidity ("Indeterminate"). In all instances, GameIQ shall provide a copy of same to Merchant. GameIQ shall immediately discard any Rewards Receipt that it determines to be Invalid. GameIQ will promptly contact Merchant regarding any Rewards Receipt that GameIQ determines to be Indeterminate and the parties shall work together to determine the Validity or Invalidity of each Indeterminate Rewards Receipt.

Upon the proper submission of a Valid Rewards Receipt as set forth above, the User that submitted the Rewards Receipt will be permitted to spin the GameIQ Carousel for an opportunity to receive a cash-back Reward ranging from one percent (1%) to one hundred percent (100%) of the purchase price of the subject Merchant Product(s). The Reward amount determined by the GameIQ Carousel spin will appear in the User's Account immediately, in pending status. Upon confirmation of the Validity of the applicable Rewards Receipt by GameIQ,, the Reward will be made available by GameIQ to the User in the User's Account and the Merchant shall incur an obligation to pay for same.

Merchant may contest the Validity of any Rewards Receipt that GameIQ® previously determined to be Valid by submitting notice of same to support@spindyapp.com. Upon receipt of such notice, GameIQ and Merchant shall cooperate in good faith to determine whether or not the subject Rewards Receipt was Valid or Invalid. Where the parties determine that the subject Rewards Receipt was Valid, no further action shall be taken. Where the parties determine that the subject Rewards Receipt was Invalid, GameIQ shall issue Merchant a full refund of any amounts paid by Merchant to the User and/or GameIQ in connection with such Invalid Rewards Receipt. Where GameIQ and Merchant cannot agree on the Validity of the subject Rewards Receipt, GameIQ's good faith determination shall control in all respects, and shall be final and binding on the parties hereto.

(e) Merchant Content. Merchant agrees that it is solely responsible for the marketing material, copy, content, User communications, feedback, Merchant Products and/or other information and merchandise that is made available, published, transmitted and/or posted by and through the Portal Offerings (and otherwise directly to Users) by Merchant and/or by GameIQ at Merchant's request (collectively, "Merchant Content"). By making the Merchant Content available by and through the Platform Offerings and/or requesting that Merchant make such Merchant Content available by and through the Platform Offerings, Merchant provides to GameIQ a perpetual, irrevocable, worldwide license to make same available by and through the Platform Offerings in connection with promoting Merchant's Rewards to Users and prospective Users. In connection with the foregoing, Merchant authorizes GameIQ to select Merchant Content from sources made available by Merchant (including, where applicable, Merchant's website and marketing materials) and utilize certain features and aspects of the Merchant Content in connection with marketing and promoting the Platform Offerings to Users and third parties. Merchant represents and warrants that it owns and/or has the requisite rights to publish, display, perform and permit the use of, and grant the license associated with, the Merchant Content as contemplated by this Agreement. Without limiting the foregoing, GameIQ may reject and/or remove any Merchant Content at any time and for any reason, in GameIQ's™ sole discretion. Merchant must immediately cease making such Merchant Content available by and through the Platform Offerings after any such rejection and/or termination. Notwithstanding the foregoing, GameIQ undertakes no responsibility to monitor or otherwise police the Merchant Content made available by and through the Platform Offerings, even where same is uploaded to the Platform Offerings by GameIQ at Merchant's request. Merchant agrees that GameIQ shall: (i) have no obligations and incur no liabilities to any third parties in connection with any such Merchant Content; and (ii) not be liable to any party for any claim in connection with the Merchant Content.

(f) Payment. Where Merchant wishes to utilize the Platform Offerings, and upon completing the applicable Form associated with the purchase of Platform Rewards, the Merchant's Payment Method will be charged: (i) the applicable monthly fee, charged in advance on a periodic, recurring basis for every month during the term of this Agreement, with the applicable monthly fee depending on the Platform Offerings package selected (bronze, silver, gold, etc.) ("Monthly Fees"); (ii) an amount equal to a fixed percentage (as established in the applicable Order Form or elsewhere on the Site) of every valid Reward paid to any User by GameIQ on behalf of Merchant ("Reward Payment"); and/or (iii) Ninety-Nine Cents ($0.99), or such other amount set forth in an applicable Order Form or otherwise on the Site, for each Reward Payment processed by GameIQ on behalf of Merchant by and through the Platform Offerings ("Transaction Fees"). Alternatively, where Merchant is approved by GameIQ in its sole discretion (which approval may be revoked by GameIQ at any time, in its sole discretion), Merchant may elect to be billed in arrears via invoices that are due on a Net 30, Net 60 and/or Net 90 day basis, as applicable ("Invoiced Billing"). Where Merchant opts for Invoiced Billing, a set-up fee shall apply, as same is set forth on the Site or otherwise communicated to Merchant by GameIQ ("Set-Up Fee," and together with the Reward Payments, Monthly Fees and Transaction Fees, the "Fees"). Any Invoiced Billing amount that is past due shall accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. In addition, Merchant shall be liable to GameIQ for all attorneys' fees and other costs of collection incurred in collecting such past due amounts. You acknowledge and agree that GameIQ will not obtain any additional authorization from you for recurring Fee payments. Other than where you are enrolled in the Invoiced Billing program, every time that you use the Platform Offerings, you re-affirm that GameIQ is authorized to bill to your Payment Method account and to have the Fees applied to same. OTHER THAN AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY IN CONNECTION WITH CONTESTED REWARDS RECEIPTS, ALL SALES ARE FINAL AND NON-REFUNDABLE.

The Fees will appear on Merchant's Payment Method statement through the identifier GameIQ. All prices displayed in connection with the Platform Offerings are quoted in U.S. Dollars, are payable in U.S. Dollars and are valid and effective only in the United States. Failure to use the Platform Offerings does not constitute a basis for refusing to pay any of the associated Fees. Subject to the conditions set forth herein, Merchant agrees to be bound by the Billing Provisions of GameIQ in effect at any given time. Upon reasonable prior written notice to Merchant (with an update to this Agreement and/or e-mail sufficing), GameIQ reserves the right to change its Billing Provisions whenever necessary, in its sole discretion. Continued use of any Platform Offerings after receipt of such notice shall constitute consent to any and all such changes; provided, however, that any amendment or modification to the Billing Provisions shall not apply to any charges incurred prior to the applicable amendment or modification.

GameIQ's authorization to provide and bill for the Platform Offerings is obtained by way Merchant's electronic signature or, where applicable, via physical signature and/or voice affirmation. Once an electronic signature is submitted, this electronic order constitutes an electronic letter of agency. GameIQ's reliance upon Merchant's electronic signature was specifically sanctioned and written into law when the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Transactions Act were enacted in 1999 and 2000, respectively. Both laws specifically pre-empt all state laws that recognize only paper and handwritten signatures.

(g) User Data. GameIQ may provide Merchant with: (i) certain personal information, demographic information and aggregate, non-specific social media-related information about those Users that obtain Rewards from Merchant; and (ii) aggregate, anonymous information about those Users that obtain Rewards from Merchant (collectively, "User Data"). Merchant acknowledges and agrees that Merchant shall, at all times, use the User Data in strict compliance with the GameIQ Mobile Application Privacy Policy ("Privacy Policy"). For a copy of the Privacy Policy, go to https://www.spindyapp.com/consumers/terms-conditions/. In addition to the foregoing, Merchant may be able to contact individual Users through the Platform's e-mail interface functionality.

5. Representations and Warranties. Merchant hereby represents and warrants to GameIQ as follows: (a) this Agreement constitutes Merchant's legal, valid and binding obligation which is fully enforceable against Merchant in accordance with its terms; (b) Merchant understands and agrees that Merchant has independently evaluated the desirability of utilizing the Platform Offerings and that Merchant has not relied on any representation and/or warranty other than those set forth in this Agreement; (c) the execution, delivery and performance by Merchant of this Agreement will not conflict with or violate: (i) any order, judgment or decree applicable to Merchant; (ii) any provision of Merchant's corporate by-laws or certificate of incorporation, if applicable; or (iii) any agreement or other instrument applicable to Merchant; (d) Merchant's performance under this Agreement, Merchant's use of the Platform Offerings, the Merchant Content, the Merchant Products, Merchant's marketing messages sent to, or other communications with, any and all Users (collectively, "Merchant Communications") and any and all other material, content, products and/or services made available on, or linked to from, Merchant and/or Merchant's website(s), will not: (i) invade the right of privacy or publicity of any third person; (ii) involve any libelous, obscene, indecent or otherwise unlawful material; (iii) violate any Applicable Law; and/or (iv) otherwise infringe upon the rights of any third parties including, without limitation, those of copyright, patent, trademark, trade secret or other intellectual property right, false advertising, unfair competition, defamation, invasion of rights of celebrity, violation of any anti-discriminatory law or regulation, or any other right of any person or entity; and (e) Merchant has all right, title and interest in and to the Merchant Content as necessary to display/offer same, and grant licenses to GameIQ, as contemplated hereunder.

6. Indemnification. Merchant agrees to indemnify, defend and hold GameIQ, its parents, affiliates and/or subsidiaries, and each of their respective officers, partners, contractors, members, managers, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys' fees, court costs and/or settlement costs) arising from or related to: (a) the Merchant Content, Rewards, Merchant Products, Merchant Communications and/or and any and all other material, content, products and/or services made available on, or linked to from, Merchant and/or Merchant's website(s); (b) any dispute between Merchant and any User or other third party; (c) Merchant's breach of this Agreement and/or any representation or warranty contained herein; (d) any allegation that Merchant (or any Merchant Content) has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (e) any claim that GameIQ is obligated to pay any taxes in connection with Merchant's use of the Platform Offerings; (f) any claim that Merchant's use of the Platform Offerings has violated any Applicable Law; (g) any canceled Reward's or other unpaid Rewards; and/or (h) Merchant's use of the Platform Offerings in any manner whatsoever.

7. License Grant. Merchant is granted a non-exclusive, non-transferable, revocable and limited license to access and use the Platform Offerings. GameIQ may terminate this license at any time for any reason. No part of the Platform Offerings may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. Merchant may not use any automated means or form of scraping or data extraction to access, query or otherwise collect material from the Platform Offerings except as expressly permitted by GameIQ. Merchant may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Platform Offerings, or any portion thereof. Merchant may not create any "derivative works" by altering any aspect of the Platform Offerings. Merchant may not exploit any aspect of the Platform Offerings for any commercial purposes not expressly permitted by GameIQ. Merchant further agrees to indemnify and hold GameIQ harmless for Merchant's failure to comply with this Section 7. GameIQ reserves any rights not explicitly granted in this Agreement.

8. Proprietary Rights. The Platform Offerings, as well as the organization, graphics, design, compilation, magnetic translation, digital conversion, software, services and other matters related to same, are protected under applicable copyrights, trademarks and other proprietary (including, but not limited to, intellectual property) rights. The copying, redistribution or publication by Merchant of any part of the Platform Offerings is strictly prohibited. Merchant does not acquire ownership rights in or to any content, document, software, services or other materials viewed by or through the Platform Offerings. The posting of information or material by and through the Platform Offerings does not constitute a waiver of any right in or to such information and/or materials.

9. Disclaimer of Warranties. THE PLATFORM OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME ARE PROVIDED TO MERCHANT ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, GAMEIQ MAKES NO WARRANTY THAT THE PLATFORM OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME: (A) WILL MEET MERCHANT'S REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED; (C) WILL BE FREE OF HARMFUL COMPONENTS; (D) WILL RESULT IN ANY ECONOMIC BENEFIT, CUSTOMER RETENTION OBJECTIVE OR OTHER BUSINESS GOAL; AND/OR (E) WILL BE ACCURATE OR RELIABLE. THE PLATFORM OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. GAMEIQ WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET AND/OR MOBILE CONNECTION ASSOCIATED WITH THE PLATFORM OFFERINGS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY MERCHANT FROM GAMEIQ OR OTHERWISE THROUGH OR FROM THE PLATFORM OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. Limitation of Liability. MERCHANT EXPRESSLY UNDERSTANDS AND AGREES THAT GAMEIQ SHALL NOT BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL AND/OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF GAMEIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), TO THE FULLEST EXTENT PERMISSIBLE BY LAW FOR: (A) THE USE OR INABILITY TO USE THE PLATFORM OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, CONTENT AND/OR ANY OTHER PRODUCTS PURCHASED OR OBTAINED FROM OR THROUGH THE PLATFORM OFFERINGS; (C) ANY DISPUTE BETWEEN MERCHANT AND ANY USER(S) AND/OR THIRD PARTIES; (D) ANY MATTER RELATING TO ANY REWARDS RECEIPTS OR OTHER USER SUBMISSIONS; (E) THE FAILURE OF MERCHANT TO REALIZE ANY ECONOMIC BENEFIT, CUSTOMER RETENTION OBJECTIVE OR OTHER BUSINESS GOAL; AND (F) ANY OTHER MATTER RELATING TO THE PLATFORM OFFERINGS AND/OR ANY OTHER PRODUCTS AND/OR SERVICES OFFERED BY AND THROUGH SAME. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND ANY AND ALL OTHER TORTS.

11. Dispute Resolution Provisions. This Agreement shall be treated as though it were executed and performed in New York, New York and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). In the event that any suit, action or other legal proceeding shall be instituted against either party in connection with this Agreement, each hereby submits to the jurisdiction of either the United States District Court for the Southern District of New York or any New York State Court of competent jurisdiction, located in New York County, and further agrees to comply with all the requirements necessary to give such court jurisdiction. If any action or proceeding is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover all outside attorneys' fees and costs incurred therein.

12. Miscellaneous. To the extent that anything in or associated with the Platform Offerings is in conflict or inconsistent with this Agreement, this Agreement shall take precedence. Notwithstanding the foregoing, to the extent that there is any inconsistency between: (a) this Agreement and any Order Form, insofar as any Covered Terms are concerned, the Order Form shall govern; and/or (b) this Agreement and the GameIQ Mobile App End-User License Agreement, insofar as the App and its usage are concerned, the GameIQ Mobile App End-User License Agreement shall govern. Either party's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. The parties do not intend that any agency or partnership relationship be created through operation of this Agreement. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. GameIQ may, upon written notice to Merchant, assign this Agreement and/or any of its rights or delegate its duties under this Agreement to any third-party for any purpose. This Agreement, may not however, be assigned by Merchant without GameIQ's™ prior written consent. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

13. Electronic Signatures. Merchant acknowledges and agrees that by clicking on the submit button, or taking such other action as may be designated by GameIQ as a means of accepting this Agreement, Merchant is submitting a legally binding electronic signature and entering into a legally binding contract. Merchant acknowledges and agrees that Merchant's electronic submission constitutes Merchant's agreement and intent to be bound by this Agreement. Pursuant to any and all applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, MERCHANT HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PLATFORM OFFERINGS. Further, Merchant hereby waives any right or requirement under any statutes, regulations, rules, ordinances or other law in any jurisdiction which requires: (a) an original signature; and/or (b) delivery or retention of non-electronic records.