1. Description of Services:

USIntegration Inc. and its PayLive™ Service (collectively, “PayLive™” ) is a provider of Internet retail services. These services are provided to Clients desiring to complete transactions for the payments of products or services via the Internet or World Wide Web. Client hereby appoints PayLive™ as the Online Retailer of Client’s merchandise as provided under this Agreement. Client may use the service to allow Customers to purchase Client’s products or services from PayLive™ using Visa, Master Card, American Express or Discover Cards. Client agrees to promptly deliver to the Customers all products or services sold under this Agreement.

PayLive™ accepts four types of credit cards: Visa, MasterCard, American Express, and Discover/Novus. All charges are billed to Customer credit cards by “PayLive™”.

The following terms are defined for use in this Agreement:

“Client Product” means a tangible product that is manufactured or distributed by Client, a service provided by the client that has been invoiced, or any legal and valid obligation due by customer to client.

“Client Web Site” means one or more interactive Internet World Wide Web sites maintained by Client for the purpose of displaying information or offering products for sale to Customers.

“Customer” means any person desiring to make a payment to Client.

“Customer Charge” means the transaction amount inclusive of Shipping Charge if applicable to be charged to the Customer’s credit card account for the purchase of Client’s products or services.

“Delivery” means, the placing of Product(s) with a common carrier such as the United States Postal Service, United Parcel Service, or Federal Express etc., shipping charges prepaid, with instructions to deliver the Product(s) to the Customer.

2. Standard Rates:

PayLive™ standard transaction charge is 4.5% of the total Customer Charge. At clients option, this may be paid by client or paid by customer as an add on to the Customer charge.

3. Implementation

Client should prominently display, on Client’s Web Site and in other online marketing materials if applicable, a statement that PayLive™ is an authorized means of collecting payments for customers who have purchased Client’s products or services.

Client will use the PayLive™ online Client Administration functions to maintain a list of payment types. Client will develop and maintain Web site(s) which will advertise and describe PayLive™ payment option. Client may design these Web sites in a manner which automatically refers customers to the PayLive™ payment system, using the instructions provided to Client via the PayLive™ Client Administration function.

Upon receipt of each valid payment, PayLive™ will send Client a Customer payment notification via Internet E-mail, and PayLive™ will also post the payment on the appropriate Client Administration screen.

4. Payment from PayLive™ to Client

PayLIVE™ agrees to pay Client for all products sold by PayLive™ as described hereinafter. In this regard, PayLive™ will cause the Service Charges associated with each order to be charged to the Customer’s credit card account or to the Client according to the option setup on the Client application, after order placement by the Customer, and PayLive™ shall pay the Client out of the proceeds received from the credit card service provider after delivery of the products.

The amount to be paid to Client will be determined as of the 1st day and the 16th day of each month for the prior pay period unless an alternate schedule was arranged on the Client Application. PayLive™ will deliver its payments to Client as promptly after these dates as is practicable. The payment due the Client is equal to the sum of all Customer Charges for products which have been delivered within the specified time period LESS

(i) the sum of all Customer Charges denied, refused, or charged back by the Customer or the credit card service provider during the period

(ii) all inquiries, disputes, and refunds processed on account of Client’s Customer Charges during the period,

(iii) any taxes, penalties, charges or other items reimbursable under Sections 6, 8, and 10 of this Agreement or otherwise occurring during the period, and

(iv) the PayLive™ service charges.

The service charges shall be determined by first computing the amount due to Client without regard to the items described under (iii), and by then applying the fee to the result.

5. Client’s Cancellation

The Client may at any time cancel this Agreement with notice to PayLive™. PayLive™ will terminate this Agreement and will no longer receive payments for Client after cancellation notice is received. Any payments due to the Client for Orders sent prior to cancellation will be paid as described in Section 4.

6. General Terms and Conditions

1. Cash Advances Not Permitted.
   Cash advances are strictly forbidden by PayLive™ merchant banks. PayLive™ will not make cash advances to any Customer or Cardholder.
2. Losses.
   Client shall indemnify and hold PayLive™ harmless from all claims, expenses, and losses occurring for any reason in connection with the sale of Client products and services to Customers by PayLive™, specifically including, without limitation, the costs and expenses of:
   

   (i) Customer refunds and/or returns and Charge Backs;
   
   (ii) Warranty and/or service claims of Customers arising out of express or implied representations of Client or by operation of law, regulation, or trade custom; or
   
   (iii) Claims and losses as a consequence of damage or misdirection in shipping products to Customers. In this regard, Client is responsible for declaring a value with the shipper or obtaining insurance sufficient to permit Client to recover the value of items lost, destroyed, or damaged during shipment.
   

3. Transaction Limits.
   PayLive™ reserves the right to impose limits on sales of products in its sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, PayLive™ may limit or restrict sales to a minimum or maximum Product Price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges. PayLive™ may impose Transaction Limits or Reserve Amounts on specific client accounts, either temporarily or permanently, which are more restrictive than limits placed on other clients in order to reduce PayLive™ reasonable apprehension of risk of loss under varying circumstances. PayLive™ is in no way responsible for any losses sustained by Client, including claims for lost profits, on account of the imposition of Transaction Limits or Reserve Amounts for any reason.
   
4. Refund and Return Policy.
   Client will accept returns of products, and will agree to refunds for Customers who initiate an inquiry or complaint either with PayLive™ or with their credit card issuer. PayLive™ will use its best efforts to resolve customer inquiries and complaints in a manner that is acceptable to both Customers and Clients; however, PayLive™ reserves the right to issue a refund without the knowledge or consent of Client in any case that it deems appropriate.
   
5. Customer Support.
   Client shall at all times have the ability to respond promptly to inquiries from PayLive™ on behalf of Customers, and shall endeavor to resolve disputes with Customers amicably and in a professional, courteous manner. The occurrence of complaints from customers and/or inquiries or charge backs regarding Client’s merchandise may be cause for termination of this Agreement if such events occur with unacceptable frequency as determined in the sole discretion of PayLive™. In addition, PayLIVETM reserves the right to charge Client reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, or charge backs. Prior to imposing such fees and attempting to recover its costs, PayLive™ shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions. If PayLive™ and Client are unable to achieve mutually acceptable solutions, Client shall have the option of continuing this Agreement subject to the additional fees and costs imposed by PayLive™ or of terminating this Agreement.
   
6. Other Terms and Conditions.
   All terms and conditions described on the PayLive™ web pages are incorporated into this agreement by reference.
   

7. Regulation Authorization

Client represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to sell any product it intends to offer. Client further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding the sale of products over the Internet or in situations where the card is not present.

8. Taxes

Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes. Should PayLive™ be required to pay any such taxes on the income of Client, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to PayLive™ pursuant to Section 10.

Further, the parties agree that if additional taxes in the nature of an excise, sales or use tax are imposed in connection with the PayLive™ services on behalf of Client, the burden of such taxes shall be the Client’s responsibility. PayLive™ shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Client or on account of its own sales of products if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Client under Section 10 of this Agreement the amount of any such taxes and related penalties and interest which are paid by PayLive™ with its own funds.

9. Limitations of Liability for the PayLive™ service

PayLive™ assumes no liability for disruptions or improper operation of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of “Acts of God” or force majeure. PayLive™ shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Client be entitled to recover damages from PayLive™ which exceed the sum of the amounts of sales commissions and service fees retained by PayLive™ under this Agreement during the six months prior to event giving rise to the claim for damages.

10. Indemnification

Client is fully responsible for the content of its Web site and for the advertising and promotion of all of Client’s products. Client certifies and represents to PayLive™ that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Client to Customers, or which is used by Client in its advertising and promotion and to sell and deliver products to Customers.

Client agrees to indemnify and hold harmless PayLive™, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney’s fees), or other liabilities resulting from or in connection with this Agreement. PayLive™ assumes no liability of the Client for failure to follow this Service Agreement or any results caused by the acts, omissions or negligence of the Client, sub-contractor or an agent of Client or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with the Client’s products, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

Client expressly authorizes PayLive™ to collect these fines, penalties, losses, claims, expenses, and liabilities using any means available to PayLive™.

11. Term

The term of this Agreement shall continue until a notice of cancellation by PayLive™ or Client is given, or until terminated under other provisions of this Agreement. PayLive™ reserves the right to terminate this Agreement without cause upon notification to the Client. PayLive™ may further terminate this Agreement immediately without notice at any time the Client breaches any part of this Agreement, or if any program or facility used by PayLive™ to implement this Agreement is disrupted or terminated for any reason.

12. Default

In the event Client defaults in any provision or fails to perform pursuant to this Agreement, PayLive™ shall be entitled to damages, costs and attorney’s fees from the Client.

13. Invalid or Non-enforceable Provisions

The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.

14. Choice of Law/Venue

This Agreement shall be construed and enforced in accordance with the laws of the State of Oklahoma and the venue for any action, dispute or proceeding with respect to this Agreement shall be Tulsa County, Oklahoma.

15. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.

16. Amendments and Modifications

PayLive™ may make amendments or modifications to this Agreement from time to time. Whenever practical, PayLive™ will give Client advance notice of the changes to this Agreement.