Elephant Foot Stamp Digital Loyalty Solution

ELEPHANT FOOT STAMP TERMS AND CONDITIONS

This Legal Agreement set out below governs your use of the Elephant Foot Stamp Platform and Services as set out below. It is important that you read and understand the following terms. By signing up to Elephant Foot Stamp, you are agreeing that these terms will apply

IV. BANK / CREDIT CARD INFORMATION

By signing below, Merchant, as specified above, authorizes Global Advanced Business Solution - Elephant Foot Stamp ("GABS-EFS") to debit funds in accordance to Sections IV and V from the Bank Account specified above to pay monthly for the duration of this Agreement on the first business day of each month starting from the Effective Date (the date of the signature below) for hardware purchase or lease. By signing below, Cardholder, as specified above, authorizes Global Advanced Business Solution - Elephant Foot Stamp ("GABS-EFS") to debit funds in accordance to Section V from the Credit Card specified above.

V. AUTHORIZATION AND AGREEMENT

This Agreement (“Agreement”) is between Global Advanced Business Solution - Elephant Foot Stamp ("GABS-EFS"), whose principal place of business is 3055 Wilshire Blvd Ste 620, Los Angeles, CA 90010 and the undersigned Merchant (“Merchant”). Merchant hereby represents and warrants that he or she has full power, authority, and right to sign this Agreement and perform the obligations under this Agreement. By signing below, Merchant acknowledges that he or she has read this Agreement and agrees to the terms of this Agreement. Merchant acknowledges that he or she has not relied upon any representations, statements or promises other than the representations as outlined on both sides of this Agreement. Merchant hereby appoints and engages GABS-EFS, and GABS-EFS hereby accepts this appointment, to sell hardware and perform other services as specified in Section (“Service”). Merchant understands that this Agreement is non- cancellable by Merchant without a written notice 30 days in advance. Merchant unconditionally guarantees to GABS-EFS the prompt payment when due of all of Merchant’s obligations to GABS-EFS under this Agreement. The Merchant agrees to pay all attorney’s fees and other expenses incurred by GABS-EFS by reason of default by the Merchant consents to any extensions or modifications granted to Merchant and the release and/or compromise of any obligation of Merchant without in any way releasing the Merchant from Merchant’s obligations. This Agreement shall commence on the Effective Date, the date of signature below, and shall continue in effect indefinitely until terminated as provided in this Agreement, is received by GABS-EFS and cleared by Merchant bank or credit card issuing bank until terminated by Merchant. Merchant understands and agrees that this Agreement will continue and remain in effect until terminated. Merchant hereby represents and warrants that he or she has full power, authority, and right to authorize the payment as indicated above. Merchant understands that this authorization will remain in effect until Merchant terminates or modifies this authorization in writing and GABS-EFS has a reasonable opportunity to act on such notice. Merchant agrees to notify GABS in writing of any changes regarding the credit card or checking/savings account information or termination of this authorization at least 30 days prior to the next billing date. If the above noted payment dates fall on a weekend or holiday, Merchant understands that the payments may be executed on the next business day. For ACH debits to Merchant’s checking/savings account, Merchant understands that because these are electronic transactions, these funds may be withdrawn from the above provided bank account as soon as the above noted periodic transaction dates. In the case of an ACH Transaction being rejected for Non-Sufficient Funds (NSF), Merchant understands that GABS-EFS may at its discretion attempt to process the charge again within 30 days, and agrees to an additional $20 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized recurring payment. Merchant acknowledges that the origination of ACH transactions to Merchant’s account must comply with the provisions of U.S. law.

Merchant certifies that he or she is an authorized user of this credit card/bank account and will not dispute these scheduled transactions with Merchant’s bank or credit card company so long as the transactions correspond to the terms indicated in this authorization form. GABS-EFS retains the right to cancel this agreement at any time. This agreement enforces for 2 years from the date of signed and auto renewal unless 30 days of written cancellation request.

V. TERMS AND CONDITIONS

This Agreement (“Agreement”) is between Global Advanced Business Solution - Elephant Foot Stamp ("GABS-EFS"), whose principal place of business is 21281 South Western Avenue, Torrance, CA 90501, and the undersigned Store Member (“Store Member”). Store Member hereby represents and warrants that he or she has full power, authority, and right to sign this Agreement and perform the obligations under this Agreement. By signing below, Store Member acknowledges that he or she has read this Agreement and agrees to the terms of this Agreement.

GBAS-Elephant Foot Stamp™ Digital LOYALTY PROGRAM STORE MEMBER AGREEMENT TERMS & CONDITIONS Accordingly, the parties agree as follows: 1. Definitions. The following terms shall have the following meaning for the purposes of this Agreement. a) "Program" Elephant Foot Stamp ("EFS") program that allows consumers to earn EFS Digital Stamps (“Stamps”) each time they purchase goods and services from participating Store Members. Stamps are given according to the Store Member offer, each Stamp equals redeemable store items. 2. Stamps may be redeemed for goods and services at any participating Store Member for their full face value. The Program is a program with earned Digital Stamps, accrued Stamps and redeemed Stamps updated at the point of purchase.

3. Sales Procedure. Each Stamp shall be evidenced by a single transaction with respect to the approved portion of purchase for which Stamps in the case of a redemption of Stamps. 4. Bank Account. EFS Store Member Monthly Fee. Store Member authorizes EFS to initiate debit entries in a “Bank Account” designated by Store Member. Store Member authorizes EFS to withdraw from the Bank Account at any time any amounts that Store Member owes to EFS. Store Member will not allow the Bank Account to be closed or replaced unless Store Member provides EFS at least 10 days advance written notice and information on a replacement Bank Account. If EFS is unable to withdraw amounts from the Bank Account for any reason, including because the Bank Account has insufficient funds, has been closed or EFS' authority to debit has been revoked, Store Member agrees to pay EFS a $20 returned transaction fee for each time EFS is unable to debit the Bank Account as permitted in this Agreement, in addition to any other remedies EFS may have at law or in equity. EFS shall make available to Store Member a EFS Monthly Recurring Billing via email it to Store Member, as they will not be mailed. Store Member agrees to examine all amounts debited all charges or adjustments shown on the email and to notify EFS in writing within sixty (60) days of the EFS Monthly Recurring Billing via ACH Debit date of any alleged debits. 5. Rules, Instructions and Procedures. Store Member shall comply with all rules, instructions, and procedures which EFS may issue from time to time in connection with this Agreement and such rules, instructions and procedures shall form part of this Agreement (a) support the active promotion of the EFS Digital Loyalty Program through ongoing advertising and prominent public display of the Display Kit materials to be provided by EFS, containing door and POS stickers, Program brochures and other material, as may become available, to promote the Program; (b) agree not to issue any benefit items (Stamp rewards) in violation of any federal, state, or local law; (c) take all steps necessary to authorize and effect within five days of the date of this Agreement, the ACH Debit Transactions described in this Agreement, and not change the Bank Account without giving EFS ten days prior written notice; (d) at all times maintain a sufficient balance in the Bank Account to cover all amounts and fees payable under this Agreement; (e) inform any changes or updates of store policy which should be announced to card members prior to 14 days from effective date, (f) fully comply at all times with EFS’ Program policies and procedures, and rules and regulations, as may be issued from time to time, including without limitation those communicated in the Membership Agreement or otherwise to Consumers, potential Consumers and to the public at large. 6. Other Agreement and Amendments. This Agreement supersedes all representations, agreements, arrangements and understandings between the parties, whether oral or written, in respect to all matters governed by this Agreement. 7. Term and Termination. (a) Term. This Agreement shall commence for 24 Months on the first day of the month after receipt and approval by EFS of an original of this Agreement executed by Store Member (“Commencement Date”) and shall continue through the last day of the original term (“Initial Termination Date”). Unless written notification of termination is provided by either EFS or Store Member thirty (30) days prior to a scheduled termination date, this Agreement shall renew automatically on a year-to-year basis after the original term. Notwithstanding the foregoing, either party may terminate this Agreement by notifying the other party in writing at least thirty (30) days prior to the expiration of the term. Termination will become effective on the last day of the calendar month in which the expiration of the 30-day notice period occurs. (b) Termination by EFS. EFS may terminate this Agreement at any time (i) for any violation of its terms or conditions, (ii) upon the insolvency or bankruptcy of Store Member, as determined by EFS in its sole discretion, (iii) if EFS no longer has the ability to process Stamps , or (iv) if EFS elects to take such action for any other reason, based on mutual consent of The Store Member, in which case Store Member’s obligations under this Agreement will continue for a period of not less than ninety (90) days. (c) Effect of Termination. Unless otherwise agreed to by EFS, the termination of this Agreement shall not relieve Store Member of the obligation to pay outstanding balance of monthly fees Authorized Transactions prior to the termination date or to provide EFS with information related to those Authorized Transactions. (d) The Store Member agrees to honor the Agreement for the entire term stated in The Store Member Agreement. If for any reason The Store Member cancels its participation prior to the publication date The Store Member agrees to forfeit as liquidated damages. It is further agreed that under no circumstances can The Store Member claim damage to include incidental or lost profits. With the sole exception of its obligations to Consumers, EFS shall incur no liability for the underlying purchase. EFS shall not be liable or responsible in any manner for the merchandise, goods or services provided by Store Member, including any shipping, handling or warranties. Store Member acknowledges and understands that EFS has no liability to any Consumer for any benefits. After any purchase, and prior to the delivery of the benefit items, Store Member will be liable to the Consumer for the benefit items associated with each Program eligible purchase. Store Member shall defend, indemnify and hold harmless EFS, to the fullest extent possible, including all attorneys’ fees, for any liabilities, actual or threatened, arising from a Program eligible purchase. EFS will not be liable to Store Member or any third party for any loss of profits or special, consequential, incidental or punitive damages arising out of or relating to this Agreement, to the maximum extent permitted under California Law. (e) In addition, Store Member and EFS understand and agree that in the event this Agreement is terminated without cause by The Store Member prior to the completion of the initial contract term, Store Member is obligated to immediately pay EFS (1) a $150.00 early termination fee if within over 9 months and under 1 year fulfillment, or (2) a $300.00 early termination fee if under 6 months fulfillment of agreed terms of exclusive 1 year contract, in addition to any fees and charges incurred by Store Member prior to the effective date of the termination. 8. Competition. Store Member agrees that while it participates in the Program and for a period of six months thereafter, The Store Member will not participate in any program identical or similar to the Program. The provisions of this section shall survive the termination of this Agreement. 9. Representations and Warranties. a) it represents a bona fide Stamp Transaction in the ordinary course of business for the approved by the Store Member b) it involves no advance of cash and no transaction other than described therein c) it is in all respects as required by and in compliance with this Agreement and all of the applicable laws, regulations, rules, instructions and procedures governing the same. Store Member shall indemnify EFS and hold EFS harmless from any and all claims whatsoever made against EFS by the Consumer or Authorized User, which arises or is alleged to arise out of any transaction involving The Store Member or any events of default pursuant to paragraph 11 of this Agreement. 10. Strict Performance. No act or conduct by EFS or failure to enforce any provision hereof by EFS shall be alleged by The Store Member to constitute a waiver of any of EFS’ rights or remedies flowing from a breach of any provision hereof, or shall such act, or indulgence be alleged to be an amendment to The Store Member’s obligations under this Agreement, unless such amendment is agreed upon in writing by an authorized officer of EFS and The Store Member. The Store Member acknowledges that EFS may affect debits against Store Member’s Bank Account due to breaches of this Agreement notwithstanding that previous breaches of a similar nature did not previously result in debits by

EFS. Store Member acknowledges that EFS has relied upon The Store Member’s representations and warranties herein. 11. Events of Default. The Store Member agrees that upon the occurrence of any Event of Default or upon EFS reasonably suspecting an Event of Default has occurred, EFS may suspend or terminate this Agreement, list The Store Member on terminated Store Member files, freeze The Store Member’s accounts with EFS (or affiliates) and take such other steps as it deems necessary. An Event of Default shall occur if: a) The Store Member makes any warranty or representation hereunder which is incorrect in any material respect; b) The Store Member fails to observe or perform any of the terms and obligations contained herein, or any of the rules issued by EFS from time to time;

c) The Store Member institutes or does anything which would permit to be instituted any proceedings leading to The Store Member being declared a bankrupt or being found insolvent; d) EFS feels unsafe or insecure in the manner in which The Store Member is conducting business; e) The Store Member has defaulted in any payment. 12. Breach. The Store Member acknowledges that failure by The Store Member to honor a Stamp issued by EFS or its affiliates or the occurrence of an event may damage the reputation and good standing of EFS, other EFS and others and cause EFS great and irreparable harm, including loss of goodwill. If a Store Member breaches this Agreement by failing to honor and accept a valid Stamp issued by EFS when presented, or an Event of Default occurs, The Store Member shall be responsible for all damages suffered by and all costs and/or expenses incurred by EFS in connection therewith. The Store Member acknowledges that in the event of a breach or threatened breach of this Agreement by The Store Member or the occurrence of an Event of Default, EFS may suffer immediate and irreparable harm which cannot be compensated by damages. In the case of a breach of this Agreement by The Store Member or the occurrence of an Event of Default, EFS, in addition to all other rights and remedies available to it, shall be entitled to specific performance of the terms and provisions hereof, an interim, temporary, permanent of mandatory injunction and such other equitable relief as it may deem appropriate. 13. Notices. All notices and other communications required or permitted under this Agreement shall be deemed delivered when mailed first class mail, postage prepaid, addressed as follows: a) GABS-Elephant Foot Stamp, 3055 Wilshire Blvd. Ste 620, Los Angeles, CA 90010. b) If to Store Member, at the address provided as the billing address and to the contact listed on The Store Member Set Up form. 14. Warning. Store Member shall not, without EFS’ prior written consent, sell to purchase from or exchange with any other party EFS account information, EFS Monthly Recurring Billing, or any other media obtained through or in connection with a Stamp Transaction. 15. Use of Trademarks and Names. “EFS” means the trademark / service mark for the EFS Digital Loyalty Program; this trademark is and shall remain the exclusive property of EFS. EFS hereby grants a non-exclusive right to Store Member to use the “EFS” logo in advertisements, descriptions, narrative statements, promotional campaigns or presentations relating to the Program, subject to prior written consent in each case, which shall be in EFS’ sole discretion. Store Member acknowledges that except for the rights granted in the immediately preceding sentence, nothing in this Agreement grants Store Member any right to use any trade name, trademark, service mark, design mark, other indicia of source or origin or other intellectual property of EFS or any third party (including, without limitation, any affiliate of EFS). Store Member has all rights to grant and hereby grants EFS and EFS' affiliates a limited, non-exclusive license to use Store Member’s trade names, trademarks, service marks, design marks, other indicia of source or origin and other intellectual property of Store Member in connection with the EFS Program. Store Member grants EFS a non-exclusive right to use Store Member’s trademark and name in standard company promotional materials relating to the Program. Store Member hereby grants EFS the right, subject to all applicable laws, to use, analyze, sell, provide, and distribute the information that is created or collected through the EFS Program. 16. Miscellaneous Provisions. (a) Time of the Essence. Time is of the essence in this Agreement. (b) Waiver. No waiver or any breach of a covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement, and no waiver shall be valid unless in writing and executed by the waiving party. (c) Assignment. Neither this Agreement nor any of the rights granted hereunder is/are assignable or transferable by Store Member without EFS' prior written consent. (d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their heirs, personal representatives and permitted successors and assigns. (e) Entire Agreement. This document and others referred to in it represent the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all other prior agreements, either oral or written. This Agreement may only be supplemented, modified or amended by a written document signed by both parties. (f) Construction. The captions, headings and subheadings in this Store Member Agreement are included for convenience only. Except as provided otherwise, “days” as used in this Agreement shall mean calendar days. The singular form shall include the plural, and vice versa. The masculine, feminine, and neuter genders will each be considered to include the others. “Shall,” “will,” “must,” “agree,” and “covenants” are each mandatory; “may” is permissive; “or” is not exclusive; and

“includes” and “including” are not limiting. (g) Interpretation. This Store Member Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Store Member Agreement. (h) Partial Invalidity. If any term, covenant or condition of this Agreement or its application to any person or circumstances shall not be affected. (i) Attorney Fees. If any legal action, arbitration or other proceeding is brought for the enforcement of this Agreement, or, whether or not suit is filed, because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover, in addition to any other relief to which it may be entitled, reasonable attorney fees as well as all other expenses, costs and damages costs incurred in that action or proceeding. (j) Governing Law and Arbitration. This Agreement shall be governed by and construed under the substantive laws of the state of California, without reference to conflict of-laws considerations. EFS and Store Member agree that any dispute, claim, or controversy arising from or in relation to this Agreement shall be resolved by binding arbitration conducted in the state of California, County of Los Angeles. EFS and Store Member acknowledge and agree that each has chosen arbitration rather than litigation to resolve any such dispute, claim or controversy. EFS and Store Member understand that a judgment on any arbitral award may be entered in any court having jurisdiction. No arbitration under this Agreement shall be consolidated with any other arbitration. (k) Counterparts. This Agreement and any supplement, addendum or modification may be executed in two or more counterparts. (l) No Warranties. EFS makes no warranties regarding the use, operation or performance or non-performance of software and systems utilized for this Agreement, whether express or implied, and EFS expressly disclaims all implied warranties, including any warranty of Store Member’s ability or fitness for a particular purpose. (m) Operation of Business: Store Member will operate Store Member’s business in accordance with all applicable federal, state, and local laws and will not operate Store Member’s business in a manner that is reasonably likely to adversely impact EFS' relationship with Consumers and other participating Store Members. (n) No Third-Party Beneficiary; No Agent. Nothing in this Agreement will operate to confer rights or benefits on persons or entities other than you, us or our respective successors or assigns. (o) Mode of Acceptance and Facsimile Signature. This Agreement shall be accepted by EFS upon approval of the agreement terms. EFS' approval shall constitute EFS' acceptance of this Agreement in California. EFS will send Store Member a written confirmation of our acceptance of this agreement. Store Member’s signature by electronic facsimile or by electronic mail on this Agreement will be considered as an original signature. 17. Additional Locations; Inspections. (a) Store Member may issue, redeem, and operate only at locations approved by EFS. Additional locations may be added, subject to EFS’ approval. Any party to this Agreement may delete any location by providing notice as provided herein. (b) Store Member agrees to permit EFS, at any time and from time to time, to inspect locations to confirm that Store Member has or is adhering to the terms of this Agreement and is maintaining the proper facilities, equipment, inventory, records and license or permit (where necessary) to conduct its business. However, nothing in this Section shall be deemed to waive Store Member's obligation to comply in all respects with the terms of this Agreement. (c) Representatives of EFS may, during normal business hours, inspect, audit and make copies of Store Member's books, accounts, records and files.