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Participating Agreement

This Participating Agreement (“Agreement”) is entered into on (the “Effective Date”) by and between BridgePay LLC (“BridgePay”), and

, located at (“Clientt”).


WHEREAS, BRIDGEPAY markets a software platform (as more fully defined below, the “Software”) based upon a proprietary mobile-based service operated on behalf of
BRIDGEPAY, which provides an online ecommerce program that (as more fully defined below, the “Service”); facilitates and supports online transactions; and
WHEREAS, Client desires to use the Software and Service, and BRIDGEPAY is willing to make the Software available for Client to use.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Client and BRIDGEPAY hereby agree as follows:


1.1 “Customer” means any person or entity that uses Software, and/or any other features or functions of the Service.
1.2 “Customer Data” means any and all information about Customers that may be collected in connection with their use of the Software and/or the Service, including, but not
limited to, name, telephone number, email address, shopping and browsing history and other data.
1.3 “Online Ordering” means the Service feature that enables a Customer to place an order for food with Client.
1.4 “Mobile Payment” means the Service feature that enables a Customer to pay for their food/drink at the Client via mobile device.
1.5 “Client Content” means any advertising or related content (including menus) provided by Client to BRIDGEPAY for placement on the Site.
1.6 “Software” means the BRIDGEPAY mobile-based digital Client platform created to facilitate Online Ordering and Mobile Payments at the Client
1.7 “Service” means the service(s) provided by BRIDGEPAY to Client to help implement, facilitate, and maintain the Software.
1.8 “Settlement Funds” means the funds BRIDGEPAY accrues weekly from transactions and then depositsinto Client’s designated account on the Account Authorization Form.
2.1 Provision of the Service. BRIDGEPAY agrees to provide to Client the Software and Service during the Term and in accordance with the terms and conditions of this
2.2 Changes to the Service. Client understands and agrees that the Service may, from time-to-time, be modified in the sole discretion of BRIDGEPAY.
2.3 Customer Service. Clients understand and agrees that BRIDGEPAY will provide the Software and Service, but is in no way responsible for incurring any costs related to
customer service issues that may arise from time to time. Client understands that Client is solely responsible for handling any and all customer service issues related to any
use of the Software, Service, or other.
3.1 Client will receive in full all monies due from sales generated from the Software at the Client less processing fees of 1% of the subtotals + 2.9% of the total transactions (credit
card fee). Client shall be solely responsible for paying all sales tax associated with or arising from this Agreement and any chargeback fees related to transactions at Client’s
3.2 Processing of transactions. In order to remain PCI Compliant, BRIDGEPAY shall process all non-cash transactions on the Service. Settlement Funds will then be deposited
every week directly into Clients account detailed on the Account Authorization Form. Daily transaction reports shall be provided to Client for account reconciliation.
4.1 Term of Agreement. This Agreement will commence upon the Effective Date, and shall, unless earlier terminated in accordance with this section, continue in force and effect
each month that Client continues to accept Service.
5.1 Customer Data. BRIDGEPAY retains all right title and interest in and to the Customer Data, including all intellectual property rights therein and thereto.
5.2 Use of Client Name and Client Content. Client specifically indemnifies BRIDGEPAY from and against any claim, action, demand, suit or proceeding (“Claims”) made or
brought against either of them by a third party arising out of or related to the use of any Client marks or indicia.
5.3 Indemnification. Client shall defend, indemnify and hold BRIDGEPAY harmless from and against any Claims made or brought against either of them by a third party arising
out of or related to use of the Service by Client and/or Customers.
6.1 Non-use and Non-disclosure. Client shall at all times, both during the term of this Agreement and thereafter keep in trust and confidence all Confidential Information and
shall not use such Confidential Information other than as necessary to carry out its duties under this Agreement, nor shall Client disclose any such Confidential Information to
third parties.
7.1 Force Majeure. Except for Client’s obligation to pay for use of the Service, neither party will be responsible for failure of performance due to causes beyond its control
(each a “Force Majeure Event”). Force Majeure Events include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, shortage of
materials, acts of terrorism, or the stability or availability of the Internet or a portion thereof.
7.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Missouri.
7.3 Entire Agreement. This Agreement (including the Software Terms of Use) constitutes the entire agreement between the parties with respect to the subject matter hereof, and
supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective officers thereunto duly authorized.

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