Whereas

1. The Merchant operates an internet-based storefront and commercial website for the sale of the Merchant’s goods and services (the “Storefront“);

2. FPHI operates a real time, credit-based system (“FuturePay“) to facilitate payment transactions for goods and services bought and sold on the internet;

3. The Merchant wishes to offer to its customers the option of using FuturePay to pay for goods and services purchased from the Storefront;

4. FPHI has agreed to make FuturePay accessible to the Merchant, subject to this Merchant Agreement, including the terms and conditions which follow (the “Merchant Agreement“).

IN CONSIDERATION of the premises and of the mutual covenants described in this agreement, and for other consideration acknowledged by the parties to be of good and sufficient value, FPHI and the Merchant agree as follows:

1. FUTUREPAY

   1. License – While the Merchant Agreement is in effect, FPHI authorizes the Merchant to offer FuturePay as a payment option to end users who are registered in the FuturePay system (each, a “Customer”) wishing to purchase the Merchant’s goods or services (each such purchase, a “Transaction”) from the Merchant website FPHI approves, and FPHI will enable the Merchant to use FuturePay for the purposes of:

      1. collecting name, address and general contact information (“Customer Data”) from a Customer necessary to complete a Transaction;

      2. collecting payment due from a Customer with respect to a Transaction (each such payment, including all service fees,shipping and handling fees and taxes payable by a Customer is a “Transaction Payment”) provided that the goods have been shipped or the services performed;

      3. processing full or partial Transaction Payment refunds, where necessary.

   2. Seller of Record – The Merchant and FPHI agree that, with respect to each Transaction, the Merchant will be the seller of record. FPHI is neither party to nor responsible for the content or enforcement of any agreement between the Merchant and a Customer. Similarly, the Merchant agrees that FPHI has no obligation to promote or otherwise sell the Merchant’s goods or services.

   3. License by Merchant– The Merchant grants to FPHI the limited, royalty free, non-exclusive right, during the term of the Merchant Agreement, to use and to reproduce the Merchant’s marks and trade-marks, as FPHI considers reasonably necessary, in connection with the processing of Transaction Payments in the manner contemplated in the Merchant Agreement.

   4. Transaction Payment – The Merchant will establish the Transaction Payment payable by a Customer for each Transaction. The Merchant will not require a Customer to pay any surcharge or other amount over and above the Transaction Payment amount of the product or service sold by reason only that the Customer elects to use FuturePay to tender a Transaction Payment.

   5. Interface – FPHI will provide the Merchant with access to a secure interface enabling the Merchant to access and export information stored in FuturePay and gathered by FPHI with respect to each Transaction, including the Customer Data and general sales data, and to permit the Merchant to restrict sales where necessary as a result of applicable laws or regulations.

   6. Customer Data – All right, title and interest in and to the Customer Data will be vested jointly and severally in FPHI and the Merchant. Nothing in the Merchant Agreement will authorize the Merchant to use the Customer Data in a manner which the Customer has not expressly authorized or otherwise in a manner contrary to any applicable laws, including any laws governing the protection of Customer privacy. Any Customer Data stored by Merchant shall be stored in a secure format and shall be accessed only by those who have a need to know the information to complete a Transaction.

   7. Product Support – It is expressly acknowledged and agreed that FPHI will not provide any support or maintenance services relating to the Merchant’s goods or services, excepting such reasonable support as is necessary relating directly to the use of FuturePay as a means by which a Customer may tender a Transaction Payment to the Merchant.

   8. Third Party Claims – In the event any claims are asserted against FuturePay by a Customer or other third party relating to the Merchant or any goods or services sold by the Merchant, FPHI will in addition to any other right arising under the Merchant Agreement, at law or in equity, have the right in its sole discretion to immediately terminate the Merchant’s right to use FuturePay in connection with sale of the same or in connection with any other goods or services, and to take such other actions as it deems to be reasonably necessary in order to comply with applicable law or to enable FPHI to avail itself of the “safe harbor” or other exculpatory provisions of applicable law, including without limitation laws relating to the infringement of proprietary rights.

   9. Taxes – In no event will FPHI be responsible to remit, on behalf of the Merchant or the Customer, to any taxing authority, any value added tax, goods and services tax, sales or use tax, any similar taxes or any tax based on the Merchant’s income, nor will FPHI be liable to pay such taxes on behalf of the Merchant or the Customer in any jurisdiction.

   10. Customization – Upon request by the Merchant, FPHI will customize the FuturePay interface to specifications provided by the Merchant, at a cost and on such further terms and conditions as are to be negotiated as between FPHI and the Merchant and paid in advance of the completion of such work.

   11. Patriot Act – In order to meet the requirements of the USA PATRIOT Act, FPHI will obtain and verify information about Merchant against the SDN list at the Office of Foreign Assets Control.

2. PAYMENT

   1. Payment Periods – In this Section, “Payment Period” means each of the twelve monthly periods in any calendar year.

   2. Service Fees – The Merchant agrees to pay to FPHI’s issuing bank (the “Bank”) a percentage (the “Service Fee Rate”) of each Transaction Payment as a service fee for the Customer’s use of FuturePay for payment of the Transaction Payment (the “Service Fee”). The Service Fee Rate will equal 1.5% for all Transactions through March 31, 2020, and 3.0% thereafter (the “Base Service Fee Rate”), in each case subject to adjustment pursuant to the level of chargebacks and refunds as set forth in Appendix 1. The Service Fee will be due and payable at the time the Transaction Payment is processed in FuturePay and shall be made by deduction of the Service Fee from amounts paid to Merchant by the Bank. In no case will any part of the Service Fee be refunded to the Merchant, notwithstanding the partial or full refund of the Transaction Payment to a Customer.

   3. Refunds – In no case will the Merchant use FuturePay to refund part or all of any Transaction Payment not originally processed using FuturePay. For each Transaction Payment refund processed using FuturePay (including chargebacks required by FuturePay, in its discretion), FuturePay may require and the Merchant will on account of such refund pay to FPHI the sum specified in the Merchant Agreement as the “Refund Fee”.

   4. Summary – FPHI will, within seven (7) business days following the end of each Payment Period while the Merchant Agreement is in effect and for the one (1) month period after termination of the Merchant Agreement, howsoever caused, deliver to the Merchant a summary (the “Statement”) of each Transaction, an accounting of the revenue received therefrom and a summary of all Service Fees. The Statement will also include all customer refunds and any other sums payable by or charged back to the Merchant during that Payment Period, in accordance with the Merchant Agreement. All payments due to FPHI will be made electronically by ACH to the account listed on the Statement.

   5. Remittance – Within two business days of each Transaction, the Bank will remit to the Merchant a sum equal to the net amount due to the Merchant in accordance with the Merchant Agreement. A “Business Day” is any day on which the Bank is open for business.

   6. Audit – The Merchant will have the right, on notice given not more than five (5) business days following issuance of a Statement, to audit the same, in order to verify the accuracy of the amounts payable to the Merchant and FPHI. Where such audit reveals a shortfall in the amounts payable by FPHI to Merchant, such shortfall will be set off against future payments to be made to FPHI. Where such audit reveals a surplus in the amounts paid by FPHI, such amount will at the option of FPHI be forthwith repaid by the Merchant to FPHI or otherwise set off against future payments to be made by FPHI to the Merchant.

3. REPRESENTATIONS, WARRANTIES, COVENANTS

   1. Mutual – Each party represents and warrants and covenants to the other that:

      1. it has full right, power and authority to enter into and fully perform its obligations under the Merchant Agreement;

      2. the execution, delivery and performance of the Merchant Agreement does not conflict with any other agreement to which it is a party or by which it is bound;

      3. to the best of its knowledge, any products, materials, or information provided in order to perform or otherwise created in the performance of its obligations under the Merchant Agreement will not infringe or otherwise violate the rights, including intellectual property rights of any other person or entity; and,

      4. it will comply with all material laws and regulations (including without limitation legislation with respect to privacy and all export control laws and regulations applicable to that party) applicable to the activities of that party in connection with this Agreement.

   2. Merchant – The Merchant represents and warrants to FPHI and further covenants that:

      1. no product, service, web site or other promotional or marketing material of the Merchant will contain any content which in the opinion of FPHI is or may be construed as being defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate, or otherwise contravene the Can-Spam Act of 2003 (United States) or other similar legislation applicable either to the Merchant or to FPHI;

      2. no product, service, web site or other promotional or marketing material of the Merchant will contain any viruses, Trojan horses, malware, spyware, adware or other disruptive software, or any software code which is designed to disrupt, damage, or perform unauthorized actions on a computer system, or which transmits data from a user’s computer without notice to and the express prior consent of the user;

      3. it will use best efforts to ensure that the Merchant’s web site and FPHI has at all times current, vaalid contact information, including without limitation current names, electronic mail addresses and telephone numbers for all corporate, technical support and customer support matters;

      4. it will use best efforts to ensure that Customers receive prompt, adequate replies to all support queries directed to the Merchant;

      5. it will use commercially reasonable efforts to ensure the timely delivery of goods and services purchased by a Customer, and will diligently respond to all queries from FPHI or the Customer relating to refunds or return of goods purchased;

      6. it will not make any warranty or representation on behalf of FPHI, or otherwise represent to any person that the Merchant (and those for whom the Merchant is in law responsible) is or are FPHI agents.

   3. FPHI – FPHI represents and warrants to the Merchant and further covenants that:

      1. FuturePay will comply in all material respects with the laws applicable in the jurisdictions where FPHI conducts business;

      2. the services provided by FPHI in accordance with the Merchant Agreement do not contravene the provisions of the CAN-SPAM Act of 2003 (United States);the services provided by FPHI in accordance with the Merchant Agreement do not contravene the provisions of the CAN-SPAM Act of 2003 (United States)

   4. FPHI Disclaimer – EXCEPT AS EXPRESSLY SET OUT IN SECTION C, PARAGRAPHS 1 AND 3 OF THE MERCHANT AGREEMENT, FPHI DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION ANY SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY CAMPAIGN, IN PART OR WHOLE.) FPHI DISCLAIMS ANY AND ALL LIABILITY FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF THIS AGREEMENT OR WITH RESPECT TO THE INSTALLATION, IMPLEMENTATION, CUSTOMIZATION, USE, OPERATION OR SUPPORT OF THE SOFTWARE, WHETHER IN AN ACTION BASED IN CONTRACT OR IN TORT, EVEN IF FPHI HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES.

   5. Force Majeure – FPHI will not be liable to the Merchant for any delay, interruption, or failure to perform its duties, covenants, and obligations under the Merchant Agreement if caused directly or indirectly by an event of Force Majeure. An event of Force Majeure includes, but is not limited to acts of God or of the public enemy; changes in the laws of any jurisdiction where FPHI engages in business; acts of civil or military authorities; governmental restrictions or controls on imports, exports, or foreign exchange; wars, declared or undeclared; revolution; riot; insurrection; civil disturbances; fires; floods; storms; slides; explosions; earthquakes; epidemics; quarantine restrictions; strikes or lockouts, including work stoppages or slow-downs; labour shortages; freight embargoes; power failure; mechanical or electrical breakdown or non-availability of any machinery, equipment, or service provided by any person or corporation not a party to this Agreement; delay, interruption, or failure, occasioned by a computer software or hardware problem, and delays by carriers, suppliers or materials shortages.

4. MERCHANT OBLIGATIONS

   1. The Merchant covenants and agrees:

      1. to maintain, on FPHI approved web site owned or operated by or on behalf of the Merchant (including without limitation those web sites listed in the Merchant Agreement and replaced from time to time), a working link or working links to FuturePay in compliance with the standards established, from time to time, by FPHI;

      2. that, except with the express written consent of an authorized representative of FPHI, which consent will not be unreasonably withheld, the Merchant will not promote directly or indirectly the FuturePay service in any form without using FPHI sanctioned resources or securing the prior written approval of FPHI;

      3. that it will not engage in the sale, lease or license of any good or service which is illegal and otherwise will not directly or indirectly engage in the sale, lease, license, distribution or promotion of:

         1. tobacco, or tobacco related products, except as expressly authorized by state or federal law;

         2. substances which are illegal in the jurisdiction where the Merchant engages in business;

         3. firearms, ammunition, paintball guns, “bb” guns, fireworks, explosives, pepper spray, knives, tasers, or weapons of any kind, including those used for self-defense;

         4. counterfeit or fake goods, including without limitation fake identity documents;

         5. materials intended for the promotion of hatred or violence against any individual or group for any reason, including but not limited to race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language;

         6. internet gambling;v

         7. pornographic material or services of a sexual nature.

      4. to provide prospective customers with access to the Merchant’s privacy policies concerning the collection and use of information including the Customer Data;

      5. not to engage in any activity which in the opinion of FPHI may directly or indirectly interfere with the ability of FPHI to keep accurate Transaction records or otherwise impact the natural flow of customer traffic to any web site which FPHI may use in relation to the sale or licensing of goods or services;

      6. to refrain from promoting goods or services by using rebates, discounts or other promotions in a manner which purports to obligate FPHI without the express written consent of FPHI;

      7. that it will not at any time during the term of the Merchant Agreement and for a one-year period thereafter seek, in any way, to undermine the goodwill of FPHI or otherwise directly or indirectly solicit or entice or attempt to solicit or entice, work away from FPHI.

5. CONFIDENTIALITY

   1. Confidentiality – One party (the “Disclosing Party”) may, from time to time, disclose to the other (the “Other”) certain information relating to the Disclosing Party’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”). The Disclosing Party and the Other acknowledge that Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in the Merchant Agreement obligates the Disclosing Party, it directors, agents or employees to disclose or grant to the Other access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Other covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in the Merchant Agreement; (b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, agent, or employee of the Other without the prior written consent of the Disclosing Party, which may be unreasonably and arbitrarily withheld. The Other acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Other agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party. Upon termination of the Merchant Agreement, or otherwise on demand by the Disclosing Party, the Other agrees that it will promptly return the Confidential Information to the Disclosing Party, uncopied and undistributed.

   2. General Disclosure – Unless FPHI has provided prior, express written consent, the Merchant will keep the Merchant Agreement strictly confidential, and may not make any disclosure of the same to any person. FPHI may publish a press release or similar statement regarding the Merchant Agreement between FPHI and the Merchant at any time following the execution of the Merchant Agreement. The Merchant acknowledges and agrees that, for that purpose and in any FPHI marketing or promotional materials, FPHI may publish the Merchant’s name and logo.

6. TERMINATION

   1. Termination by FPHI FPHI may terminate the Merchant Agreement at any time on Notice of thirty (30) business days. FPHI may also terminate the Merchant Agreement at any time, without Notice, in the event of:

      1. the breach by the Merchant of any provision of the Merchant Agreement;

      2. the assertion against the Merchant of any claim of product liability;

      3. the violation by the Merchant or anyone for whom the Merchant is in law responsible of the intellectual property rights of either FPHI or any third party;

      4. the violation of any privacy policy enacted by FPHI, from time to time;

      5. the violation by the Merchant of any state or federal statute, including, without limitation, an act of dishonesty such as embezzlement or theft;

      6. conduct on the part of the Merchant that is detrimental to the business or the financial position of FPHI, as determined in the sole discretion of FPHI;

      7. conduct on the part of the Merchant or anyone for whom the Merchant is in law responsible which is of such a serious and substantial nature that, as determined in the sole discretion of FPHI, it would injure the reputation of FPHI or of the customers, clients, affiliates, agents, or employees of FPHI; or

      8. any act of the Merchant or any agent, authorized representative or creditor of the Merchant which results in the Merchant becoming subject to the provisions of Title 11 of the United States Code or any similar legislation applicable in the jurisdiction where the Merchant is ordinarily resident.

   2. Termination by the Merchant – The Merchant may terminate the Merchant Agreement at any time on Notice to FPHI of not less than thirty (30) business days.

   3. Payment – Notwithstanding termination of this Agreement for any reason, the Merchant will remain liable to pay to FPHI any sum due and owing hereunder, and for that purpose the Merchant covenants and agrees that the obligations arising under Section D of the Merchant Agreement will survive termination of this Merchant Agreement for any reason.

   4. Return of Property – Immediately following termination of this Agreement, for any reason, each party will promptly return to the other any Confidential Information in its possession or control. The Merchant will cease any use of any property belonging to FPHI, including without limitation any and all intellectual property, and will thereafter remove from any web site, publication, brochure or other promotional material any hyperlink, logo, or reference to FPHI.

7. INDEMNIFICATION

   1. Mutual Indemnity – Subject to any limitations expressed elsewhere in the Merchant Agreement, each party covenants and agrees to indemnify and save the other and any officer, director, employee, parent company, subsidiary or affiliated company harmless from and against any and all claims, actions, proceedings, suits, losses, costs, expenses, or damages (collectively, the “Claims”) suffered or incurred by or arising from any breach by the indemnifying party of any of its representations, warranties, covenants or obligations arising under the Merchant Agreement or any act or failure to act by the indemnifying party that results in a Claim. Each party agrees (i) to notify the other in the event that it becomes aware of a Claim or the possibility of a Claim; (ii) to cooperate with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claim; (iii) to keep the indemnified party fully informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party, including the decision to defend or not defend the claim or complaint; (iv) that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claim, including the payment of any award of damages and/or costs to any third party, will be paid by indemnifying party; (v) that no decision or action concerning or governing any final disposition of the Claim will be taken without notice to indemnified party; (vi) that the indemnified party may elect to participate as a party in any litigation involving the Claim to the extent that the court may permit, and any additional expenses generated by such participation will be paid by the indemnified party subject to the possibility of recovery of some or all of the additional expenses from the complainant.

   2. Limitation of Liability – The liability of FPHI for any breach of the Merchant Agreement is limited to the greater of the amount of money invoiced by FPHI and actually paid by the Merchant for the twelve (12) month period preceding any breach and Five Hundred ($500.00) United States Dollars. In no circumstance will FPHI be liable to the Merchant for any consequential, indirect, special, punitive or incidental damages or lost profits, of the Merchant or the Merchant’s clients, successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, FPHI will not be liable for any amount for failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Merchant or third parties, Merchant’s equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of FPHI.

   3. Limitation Period – In no event will the Merchant commence any action, suit or proceeding against FPHI for any Claim more than twelve (12) months following the earliest to occur of (i) the date upon which the Merchant became or should reasonably have become aware of the existence of said Claim or (ii) the date upon which the Merchant Agreement is terminated.

8. MODIFICATION OF THE MERCHANT AGREEMENT

   1. Amendment – The Merchant acknowledges and agrees that notwithstanding any contrary provision, FPHI may modify the terms and conditions of the Merchant Agreement at any time (the “Modifications”).

   2. Notice – FPHI acknowledges and agrees that it will:

   3. a. publish any such Modifications on the FPHI web site together with a statement as to the date upon which such Modifications are to come into force and effect (the “Effective Date”); and

   4. b. provide the Merchant with Notice of both the Modifications and Effective Date, at least three (3) business days in advance of the Effective Date.

   5. Deemed Acceptance – In the event that the Merchant fails to terminate the Merchant Agreement prior to the Effective Date applicable to a specific set of Modifications, the Merchant will be deemed to have read, acknowledged and agreed to the same. The Merchant will thereafter be bound by the Modifications, which for all purposes will form part of the Merchant Agreement.

9. MISCELLANEOUS

   1. Jurisdiction – The Merchant Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, excluding both the United Nations Convention on Contracts for the International Sale of Goods, and any rules applicable to the conflict of laws.

   2. Interpretation – Section and paragraph headings used in the Merchant Agreement are for the convenience of the parties only and will not for any purpose be used in the interpretation or construction of any term or condition of the Merchant Agreement.

   3. Assignment – The Merchant may assign its rights and obligations under the Merchant Agreement, with the prior written consent of FPHI, provided that notwithstanding any such assignment the Merchant will at all times remain liable for the payment to FPHI of any sum that becomes due and payable in accordance with the Merchant Agreement. FPHI may broker or assign the Merchant Agreement at any time, without liability or restriction.

   4. Waiver – Neither the Merchant Agreement nor any term or condition of the Merchant Agreement will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

   5. Partner – While FPHI and the Merchant intend by the Merchant Agreement to establish a contractual relationship, it is not the intention of either party to undertake a joint venture or to make FPHI in any sense an agent, employee, or partner of the Merchant. The parties expressly agree that they are independent contractors. Neither does the Merchant Agreement in any way create a partnership between the Merchant and FPHI (or any parent, subsidiary or affiliate of FPHI), whether at common law or in accordance with any applicable statute, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.

   6. Severance – In the event that any term, covenant or condition of the Merchant Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction, the Merchant Agreement with respect to the remaining terms, covenants or conditions will continue in force.

   7. Notice – Any notice or other communication (“Notice”) permitted or required in accordance with the Merchant Agreement will be in writing and given by personal delivery or electronic mail to the receiving party at the address noted in the Merchant Agreement. Any such Notice will be deemed to have been received on the date on which it was or personally delivered or on the business day following delivery by electronic mail.

   8. Binding – The Merchant Agreement will become binding upon FPHI only following execution of the Merchant Agreement by the Merchant, delivery of the Merchant Agreement to FPHI by facsimile, at the number provided on the Merchant Agreement, review and approval of the Merchant Agreement, and notification of acceptance of the Merchant Agreement, delivered from FPHI, by electronic mail, to the Merchant. Thereafter, the Merchant Agreement will enure to the benefit of and be binding upon the respective successors, heirs and assigns of both FPHI and the Merchant.

   9. Survival – Sections C, E and G, together with those provisions of the Merchant Agreement that, by their nature, require performance following termination, or have application to events that may occur after termination, will survive the termination of the Merchant Agreement, howsoever caused.

   10. Attorney’s Fees – If any action at law or in equity is brought to enforce or interpret the provisions of this Merchant Agreement, the prevailing party in such action shall be awarded its attorneys’ fees and costs incurred.

   11. Entire Agreement – This Agreement constitutes the entire agreement between the parties with respect to the matters herein set out, and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written. FPHI has not made or given any warranty, representation or promise not expressly set out in the Merchant Agreement, and the Merchant agrees that it has executed the Merchant Agreement and agreed to be bound by the same without reliance upon any such warranty, representation or promise.