RELY POSĀ® RESELLER & PARTNER AGREEMENT

ATTENTION! THE FOLLOWING TERMS AND CONDITIONS WILL BE LEGALLY BINDING UPON YOU BY CLICKING THE "I HAVE READ AND AGREE TO THE TERMS & CONDITIONS" BUTTON DISPLAYED HEREWITH. YOU SHOULD CAREFULLY READ THE FOLLOWING AGREEMENT BEFORE CLICKING THE "I HAVE READ AND AGREE TO THE TERMS & CONDITIONS" BUTTON. BY CLICKING ON THE "I HAVE READ AND AGREE TO THE TERMS & CONDITIONS" BUTTON, YOU ARE REPRESENTING THAT YOU HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR COMPANY, ORGANIZATION OR OTHER LEGAL ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS CONTAINED HEREIN YOU MUST NOT CLICK ON THE "I HAVE READ AND AGREE TO THE TERMS & CONDITIONS" BUTTON AND YOU WILL NOT BE ELIGIBLE FOR PARTICIPATION IN THE RESELLER & PARTNER PROGRAM.

This Rely POS RESELLER & PARTNER Agreement (the "Agreement") is entered into as of the date that this Agreement is accepted by Rely POS as set forth below after you click on the "I have read and agree to the Terms & Conditions" button on behalf of yourself, your company, organization or other legal entity for whom you have authority to enter into this Agreement (hereafter, such party shall be referred to as "Partner"). This Agreement is between Partner and Rely POS, Inc., an Ohio corporation ("Residential Commercial & Marine Const. Inc. DBA Rely POS"). Rely POS and Partner are each hereinafter sometimes individually referred to as the "Party" and collectively as the "Parties."

RELY POS RESELLER & PARTNER AGREEMENT

Rely POS and Partner wish to enter into this Agreement to facilitate Partner's efforts to promote and market Rely POS's products and services, all on the terms and conditions hereinafter set forth.

1. The Parties hereby agree as follows:

Definitions

  1. Co-Branded Landing Page" means a Rely POS Site, from which prospective Customers may subscribe to the Products, that is co-branded with Marks of both Partner and Rely POS, pursuant to this Agreement and Rely POS's then-current standard practices for co-branding.
  2. "Rely POS Materials" means any information, content and materials provided by Rely POS to Partner describing the Products for use in conjunction with marketing the Products.
  3. Rely POS Site means a Rely POS web site, including www.relypos.com, www.relyposcloudserver.net, and any related domains and subdomains, through which prospective customers or Partners may subscribe to the Products and/or customers may access and use the Products.
  4. "Customer" means a third party that has subscribed to the Products through use of the Co-Branded Landing Page, or, where applicable, has subscribed to the Products, directly or through Partner, through use of the Partner Console.
  5. "Customer Data" means information relating to Customers collected by or for Rely POS in connection with the Products, including the Customer's contact information.
  6. "Online Restaurant POS Product" means a variety of online tools and resources to create an online restaurant point of sale system provided by Rely POS to businesses and organizations that Rely POS markets under the name "Rely POS".
  7. "Intellectual Property" means any and all intellectual property or proprietary rights under any jurisdiction including
    1. Marks, and all goodwill associated therewith and symbolized thereby,
    2. inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof,
    3. published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof,
    4. trade secrets;
    5. all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and
    6. all applications, renewals, extensions, restorations and reinstatements of the foregoing.
  8. "Marks" means the trademarks, including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a Party.
  9. "Partner Console" means a partner console that Rely POS may make available to Partner in Rely POSs sole discretion.
  10. "Partner Site means Partner's web site through which prospective Customers will access the Co-Branded Landing Page.
  11. "Products" means the Revenue Products and any other Rely POS online products and services that are provided by Rely POS, including the Online Restaurant Point of Sale Product.
  12. )"Revenue Products" means the following Rely POS online products and services: the Online Restaurant POS Product, the Automatic Print Product, the Menu Service Product, Technical Service Product and any other products that Rely POS offers a revenue or discount on, in its sole discretion.
  13. "Subscriber" means for each Customer, the individuals or entities contained within a Product database for such Customer's use of such Products.
  14. "Subscriber Data means all information and data relating to Subscribers collected by Rely POS in connection with the Customer's use of the Products, including Subscribers' names, addresses and e-mail addresses.
  15. "User Agreements" means Rely POS's Web Site and Products Terms and Conditions of Use, Privacy Statement, and any other acceptable use policy, content restrictions, user agreements, and other terms and conditions governing use of the Products, generally available through the Rely POS Site, as each of the foregoing may be amended by Rely POS from time to time in its sole discretion.
2. Activities and Responsibilities
  1. Appointment - Subject to the terms and conditions of this Agreement, Rely POS wishes to engage Partner on a non-exclusive basis to provide the resale, referral and marketing services set forth in this Agreement, and Partner accepts such engagement and wishes to refer, promote and market the Products.
  2. Marketing and Promotion - Subject to the terms and conditions of this Agreement, Partner shall actively promote and market the Products on the Partner Site and in promotional messages to Customers and prospective Customers in accordance with Rely POS's then-current policies and requirements. Partner's marketing efforts may include efforts such as sharing leads; disseminating marketing collateral; conducting training sessions, sales meetings, and informational briefings; making joint sales presentations and product demonstrations; and developing marketing strategies with respect to its marketing obligations hereunder. It is expected that Partner will adhere to the same industry best practices with respect to its marketing activities as Rely POS. In connection with its marketing activities hereunder, Partner agrees to represent itself accurately with respect to its Rely POS accreditations or certifications, if any.
  3. Product Resale - Subject to the terms and conditions of this Agreement, Rely POS, in its sole discretion, may permit Partner to resell some or all of the Products to prospective Customers through use of the Partner Console. In the event that Partner is to be invoiced directly for all or a portion of its Customer's use of the Products in accordance with Rely POS policies and procedures, Partner shall be solely responsible for all payments due to Rely POS in connection with such use, whether or not each Customer pays Partner for such use.
  4. Link from Partner Site to Co-Branded Landing Page - Promptly following acceptance of this Agreement by Rely POS pursuant to Section 6(a), the Parties will establish a link, using links and navigation procedures specified by Rely POS, in its sole discretion, from the Partner Site to the Co-Branded Landing Page. Upon establishing such links and navigation procedures, Rely POS shall make the Products available to prospective Customers, subject to the User Agreements.
  5. Marketing Collateral - Rely POS shall provide Partner with marketing collateral (which may include electronic marketing materials and corporate logo, marketing brochures, product lists, tutorials or demonstrations) concerning the Products in such quantities as deemed necessary by Rely POS for distribution to prospective Customers and other valid purposes. Rely POS may also provide opportunities for Partner to modify certain of the Rely POS Materials expressly designated for such purpose by incorporating Partner's Marks, subject to Partner's compliance with Section 4(c) hereof
  6. Limitations - Partner is authorized to represent to prospective Customers only those facts about the Products as are stated in current Product descriptions and advertising or are delivered in other non-confidential or non-proprietary written material. Partner is not authorized to transfer, sell or license or otherwise assign, or enter into binding agreements for, any of Rely POSs products or services. During the Term, Partner may only use the Products to promote the Products and Partner's products and services to current or prospective Customers.
  7. Rely POS Policy and End User Requirements - Partner agrees to Rely POS's policies posted on the Rely POS Site and in effect from time to time, including the User Agreements. Partner shall not distribute or otherwise make available the Products to any third party (each an "End User") except through the Co-Branded Landing Page or, where applicable, the Partner Console. In any case, Partner shall not make the Products available to an End User unless such End User acknowledges and agrees to abide by, or Partner is authorized to bind End User to abide by, the User Agreements. Partner agrees to use commercially reasonable efforts to ensure its Customers comply with the User Agreements and will cooperate with Rely POS to investigate any alleged breaches thereof
  8. RESELLER Program - In connection with Partner's appointment as a marketing partner of Rely POS, Partner will be entitled to take advantage of the RESELLER Program Schedule attached hereto as Exhibit A (the "Program Schedule") in accordance with the terms set forth therein and as amended from time to time. Partner is responsible for reviewing the Program Schedule from time to time and remaining aware of the requirements and benefits offered therein. The Program Schedule, including the minimum standards, discounts and revenue share described therein, is subject to change at any time in Rely POS's sole discretion, and if Partner does not agree to any such changes, Partner must terminate this Agreement. Rely POS will use good faith efforts to notify Partner prior to the effectiveness of any significant change to the Program Schedule. Trying to manipulate data in an attempt to circumvent the Program Schedule is prohibited. Any disputes about any benefits owed to Partner under the Program Schedule must be submitted to Rely POS in writing within 60 days of the date such benefits were made available or payments were made by Rely POS. Partner agrees to waive all disputes not brought within the 60 day period, and all such charges will be final and not subject to challenge. Rely POSs obligation to provide Partner with any of the benefits set forth on the Program Schedule shall take effect upon the Effective Date (as defined in Section 6(a) below) and continue for the duration of the Term but shall not survive beyond the termination of the Agreement. Partner will not be entitled to receive any benefits under the Program Schedule with respect to Customers that are not in compliance with the User Agreements.
  9. Accreditation and/or Certification - Partner will not hold itself out as an "accredited" or "certified" partner of Rely POS without the prior written consent of Rely POS and unless it has fulfilled and maintained the then-current requirements applicable to such designation. Rely POS may withdraw Partner's right to promote, market or otherwise use such designation at any time in Rely POS's sole discretion. In any case, Partner shall be solely responsible for any use of any such designation.
3. Intellectual Property
  1. IP Ownership - Rely POS shall retain sole and exclusive right, title, and interest to each Rely POS Site, the Products, the technology underlying or related to the Products, Rely POS's Intellectual Property, including all intellectual property rights in and to all aspects of the Products, and the Rely POS Materials. Partner shall retain sole and exclusive right, title, and interest to Partner's Intellectual Property. Except as licensed herein, this Agreement does not transfer any Intellectual Property rights between the Parties.
  2. Marks License -
    1. Rely POS Marks - During the Term and subject to the terms and conditions set forth herein, Rely POS grants to Partner a non-exclusive, nontransferable, royalty-free right and license to use and publicly display the Rely POS Marks solely
      1. in connection with any activities set forth herein,
      2. with prior written approval of Rely POS in connection with each use, and
      3. in accordance with Rely POS's standard trademark guidelines or other restrictions imposed in the approval.
    2. Partner Marks - During the Term and subject to the terms and conditions set forth herein, Partner grants to Rely POS a non-exclusive, nontransferable, royalty-free right and license to use and publicly display the Partner Marks solely
      1. in connection with any activities set forth herein,
      2. with prior written approval of Partner in connection with each use, and
      3. in accordance with Partner's standard trademark guidelines provided to Rely POS or other restrictions imposed in the approval.
    3. Trademark Review and Approval - Each Party will have the right to pre-approve any and all uses of such Party's Marks, including any marketing collateral (whether offline or online) and press releases related to the Agreement.
    4. Termination Based on Trademark Usage - Each Party shall be entitled to terminate this Agreement without penalty if, in its reasonable discretion, the use by the other Party of its Marks tarnishes, blurs, or dilutes its Marks or misappropriates the associated goodwill and such problem is not cured within three (3) business days of receiving notice of the problem.
  3. Sales and Marketing Materials License - During the Term, Rely POS grants Partner the non-exclusive, nontransferable, non-sub licensable fight and license to:
    1. use the Rely POS Materials during the Term solely in conjunction with the marketing and promotion of the Products, and
    2. modify certain of the Rely POS Materials expressly designated for such purpose by incorporating Partner's Marks, subject to Rely POS's prior written approval. All such modified materials will be deemed Rely POS Materials under this Agreement, except that Rely POSs ownership of the Rely POS Materials shall not include any of Partner's Marks included therein. Partner agrees that Partner will not at any time during the Term or thereafter assert or claim any interest in or do anything that may adversely affect the validity of the Rely POS Materials or Rely POS Marks, or any other materials, trademark, trade name or product designation belonging to or licensed to Rely POS.
  4. Partner Directory - Not with standing anything set forth herein to the contrary, Rely POS shall have the right to include Partner's name and logo in its partner directory unless Partner provides Rely POS with written notification it does not want to be included therein.
  5. Data License - . Subject to the terms and conditions of this Agreement,
    1. Partner hereby grants to Rely POS a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable license to use the Customer Data and Subscriber Data to provide the Products to Partner and Customers and
    2. Partner hereby grants to Rely POS a non-exclusive, worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable license to use the Customer Data in connection with the Products and to communicate with Customers regarding the Products (including with respect to the marketing and sale of other Rely POS products and services). Partner represents that it has the right to grant the foregoing rights to Rely POS.
4. Confidentiality and Non-Disclosure
  1. Confidential Information Defined - A Party's "Confidential Information" is defined as any information of the disclosing Party, which
    1. if disclosed in a tangible form is marked using a legend such as "Confidential" or "Proprietary" or if not so marked, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself, to be confidential, or
    2. if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself to be confidential.
  2. Mutual Obligations - Each Party shall hold the other Party's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other Party's Confidential Information for any purpose other than as required to perform its obligations under this Agreement or as expressly permitted hereby. Such restrictions shall not apply to Confidential Information which
    1. is already known by the recipient,
    2. becomes publicly known through no act or fault of the recipient,
    3. is received by recipient from a third party without a restriction on disclosure or use, or
    4. is independently developed by recipient without reference to the other Party's Confidential Information. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the Party subject to such requirement shall immediately notify the disclosing Party upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. The Parties' respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or early termination of this Agreement or until such time as such information becomes public information through no fault of the receiving Party.
  3. Subscriber Data - Rely POS and Partner each acknowledge that it shall not make any use of the Subscriber Data except as necessary for permitted use of the Products by Customers and/or Subscribers or as otherwise consented to by a Subscriber.
5. Term and Termination
  1. Acceptance Term - Rely POS may, in its sole discretion, accept this Agreement within ten (10) days following the date that Partner clicks the "I have read and agree to the Terms & Conditions" button (the date on which Rely POS provides such acceptance shall be the "Effective Date"). If Partner is accepted as a Rely POS partner, Partner will be notified at the email address Partner provided during the registration process; otherwise, Partner will not be eligible to participate in the Rely POS partner program described herein. If Rely POS does not accept this Agreement in writing by the end of the ten (10) day period, the Agreement is deemed rejected. This Agreement shall commence as of the Effective Date and shall remain in effect for a period of one (1) year from the Effective Date (the "Initial Term"). The Agreement shall thereafter automatically renew for successive one (1) year periods (each a "Renewal Term"; all such Renewal Terms together with the Initial Term, the "Term"), unless either Party sends written notice of non-renewal at least thirty (30) days prior to expiration of the current one (1) year term.
  2. Right to Terminate - Not with standing any other provision hereof, this Agreement may be terminated as follows:
    1. by either Party with fifteen (15) days advance written notice;
    2. in the event either Party materially breaches any of the provisions hereof; and such breach is not curable, this Agreement shall be immediately terminable by the non-breaching Party upon written notice to other Party (any violation of the Confidentially and Non-Disclosure provisions hereof shall constitute a non-curable breach); or
    3. immediately by either Party in the event that the other Party becomes insolvent, files or is forced to file any petition M. bankruptcy, or makes an assignment for the benefit of its creditors.
  3. Effect of Termination - Any termination of this Agreement shall not release a Party from paying any fees owed to the other Party for any periods prior to or after termination. Upon termination of this Agreement for any reason, all rights granted herein shall immediately cease, Partner shall immediately cease all marketing and promotion of the Products and all use of the Co-Branded Landing Page. Additionally, Partner shall immediately delete, destroy or return all originals and copies of any Rely POS Confidential Information, including all documentation, manuals, instructions and other information associated with the products and services, and upon request, provide Rely POS with certification thereof Without in any way limiting the foregoing, the Parties agree that following termination of this Agreement, Rely POS may continue to make the Products available directly to Customers, without any liability or obligation to Partner.
6. Representations and Warranties: DISCLAIMER
  1. General - The Parties each represent and warrant as of the Effective Date and for as long as this Agreement is in effect as follows:
    1. if the Party is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized, is duly qualified and in good standing as a foreign corporation in every state in which the character of its business requires such qualifications, and has the power to own its property and to carry on its business as now being conducted and the execution and delivery of this Agreement and compliance with all provisions of this Agreement are within the corporate power and authority of such Party, and
    2. the Agreement has been duly executed and constitutes a valid and binding agreement, enforceable in accordance with its terms.
  2. DISCLAIMER - EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. RELY POS MAKES NO WARRANTY THAT THE PRODUCTS WILL MEET USER REQUIREMENTS OR THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE
7. Indemnification

Partner shall defend, indemnify and hold Rely POS harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Rely POS as a result of any third-party claim against Rely POS resulting from or relating to Rely POS's use of the, the content on Partner's website, Partner's unauthorized marketing, promotion, use or distribution of the Products, Partner's failure to abide by the applicable terms of any User Agreement, Partner's breach of this Agreement, or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party that relates to any information provided to Rely POS by Partner.

8. Limitation of Liability
  1. EXCEPT FOR PARTNER'S INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 8 HEREOF,
    1. EACH PARTY'S LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, UNDER ANY LEGAL THEORY, SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY PARTNER TO RELY POS UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM AND
    2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR SPECULATIVE DAMAGES.
Miscellaneous Provisions
  1. Relationship of the Parties - The Parties are independent contractors and have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency, or joint venture.
  2. Non-exclusive - Nothing contained in this Agreement shall be construed as creating an exclusive relationship between Partner and Rely POS.
  3. Expenses - Except as otherwise specified herein or as otherwise mutually agreed upon by the Parties, each Party will bear its own costs of performing under this Agreement.
  4. Taxes - Each Party shall be liable for all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state, or local governmental entity with respect to the net income recognized by such Party in connection with this Agreement.
  5. Governing Law and Jury Trial Waiver - This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, U.S.A., except for its conflicts of laws principles. The Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts in Cleveland, Ohio. RELY POS AND PARTNER IRREVOCABLY WAIVE ANY AND ALL RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY CLAIM RELATING TO OR ARISING UNDER THIS AGREEMENT.
  6. Public Announcements - All media releases, public announcements or public disclosures (including promotional or marketing material) by either Party relating to this Agreement are prohibited without the prior written consent of both Parties.
  7. Assignment - No Waiver. This Agreement binds and is for the benefit of the successors and permitted assigns of each Party. Partner may not assign this Agreement or any rights under it, in whole or in part, without Rely POS's prior written consent. Any attempt to assign this Agreement other than as permitted above will be null and void. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
  8. Force Majeure - Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such Party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure.
  9. Sole Responsibility - Partner acknowledges that
    1. the Products and any related services may be subject to temporary shutdowns due to cause beyond Rely POSs reasonable control; and
    2. subject to the terms of this Agreement, Rely POS retains sole right and control over the development, content and conduct of its products and services.
  10. Modification - Rely POS may update or amend this Agreement at anytime in its sole discretion by posting the new agreement on the Rely POS Site, and such new Agreement shall be effective immediately upon such posting
  11. Entire Agreement - Except as set forth in the next sentence, this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior oral, written or online agreements. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. Except as expressly set forth herein, this Agreement does not govern any use by Partner of the Products and any use by Partner of the Products shall be governed by the User Agreements and any other agreement Partner agrees to in connection with its use of such Products.
  12. Severability - If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  13. Notices - Partner agrees that Rely POS may provide notice to Partner by emailing such notice to the email address listed by Partner during Partner's registration or mailing it to the street address designated by Partner during.
  14. Survival - The provisions of this Agreement relating to Confidential Information, Indemnification, Limitation of Liability, Disclaimer, and provisions under this Section 10 (Miscellaneous) shall survive any termination or expiration of.

EXHIBIT A

ADDITIONAL PROGRAM DETAILS AND REQUIREMENTS

Capitalized terms not otherwise defined in this Exhibit shall have the meaning set forth in the Agreement.

1. Partner Level Determination
  1. Initial Partner Level - As of January 1 of the current calendar year (for existing Partners on January 1) or as of the Effective Date (for new Partners on or after January 1), your initial Partner Level will be determined by Rely POS and will be based upon your prior calendar year's performance and the corresponding Partner Level requirements for the prior calendar year.
  2. Change in Partner Level - After six (6) months or more (as determined by Rely POS), Rely POS will evaluate your performance against the performance requirements set forth in Section 2 below, and then adjust Partner's Partner Level accordingly for the remainder of the calendar year. Rely POS will notify Partner of any change in Partner Level via email to the Partner's primary account contact.
2. Partner Levels

Partner level determinations beginning July 1, 2013 or later (for performance beginning January 1, 2013 or later) will be determined by Rely POS based upon the requirements set forth in the following table:

PARTNER LEVEL REQUIREMENT TO QUALIFY FOR LEVEL
Platinum At least three (3) New Business Orders (as defined below) per quarter
Gold At least one (1) New Business Orders per quarter
Silver At least one (1) New Business Order per year

For purposes of this Agreement, the following definitions apply

"New Business Order" means either an Add Order or a Cross-Sell Order.

"Add Order" means an order, which has been in existence for thirty (30) days, from a new Customer (as of the date of the order) to subscribe to, and pay for, one or more Eligible Products. An Add Order must be from a Customer that has never been a paying Rely POS customer prior to such order.

"Cross-Sell Order" means an order, which has been in existence for thirty (30) days, from an existing Customer (as of the date of such order) to subscribe to, and pay for, one or more Eligible Products not paid for by such Customer at any time prior to the date of such order. A Cross-S ell Order must be from a Customer that has been a paying Rely POS customer prior to such order.

"Eligible Product" means the following Revenue Products: the Online Restaurant POS Product, Automatic Printing Product, the Menu Service, and the Technical Service Product.

3. Revenue Share; Discount
  1. Revenue Share - Based upon your then-current Partner Level and for Partners receiving Revenue Share, Rely POS shall pay Partner the monthly Revenue Share set forth in the following table:
PARTNER LEVELS SILVER GOLD PLATINUM
Monthly Revenue Share 15% 30% 40%
4. Revenue Share Details

As used in this Agreement, "Monthly Customer Revenue" is defined as revenues (excluding sales tax) actually collected by Rely POS directly from Customers for the use of the Revenue Products during the applicable calendar month, net of billing service fees of three percent (3%), credit card charges, bad debt fees, refunds, and any other applicable processing fees.

Subject to change at any time and subject to Rely POS's then-current policies, Revenue Share shall be paid as follows:

For all Partners in the United States, Revenue Share will be paid by Rely POS solely by means of electronic funds transfer (EFT) from Rely POS's selected vendors. To be eligible to receive such payments, Partner will be required to properly submit necessary form(s) to Rely POS. Rely POS will make reasonable efforts to make all EFT payments of Revenue Share hereunder within sixty (60) days of the end of the period for which such Revenue Share is to be paid. Revenue Share paid by means of EFT shall be earned on a monthly basis. In the event that Partner's then-current monthly Revenue Share is less than $100 for such month, Rely POS may accrue Partner's monthly Revenue Share until such time that the total accumulated unpaid Revenue Share at the end of the then-current month exceeds $100. All Partners outside the United States will be paid by check in accordance with Rely POS's then-current check payment procedures, which may include a check preparation fee, as determined by Rely POS in its sole discretion.

Monthly Customer Revenue shall not include revenue from Rely POS customer accounts that have subscribed to the Revenue Products prior to the Effective Date of this Agreement. In the event Rely POS determines, in its sole discretion, to pay Revenue Share on any new or additional products or services in the future not covered hereby, Rely POS will only pay Revenue Share with respect to any Customers who sign up for the applicable product or service after the date Rely POS begins offering Revenue Share on such product or service.

In Partner's sole discretion and by providing notice to Rely POS in accordance with Rely POS operating procedures, Partner may, in lieu of receiving Revenue Share payments hereunder, request Rely POS to provide each of the Customers a discount off Rely POS's regular pricing for the Revenue/Discount Products equivalent to the Revenue Share that Partner would otherwise have been paid by Rely POS with respect to such Customer.

5. Additional Program Details

In Rely POS's sole discretion, the following program benefits may be provided to certain Partner levels described in the tables above:

  1. Rely POS Partner Directory - Subject to Rely POS's then-current policies and procedures and any applicable terms and conditions, Rely POS has the right to include Partner in its partner directory or marketplace.
  2. Marketing Content - Subject to Rely POS's then-current policies and procedures, Rely POS may provide Partner with access to the Rely POS Extranet website or other sites determined by Rely POS for promotional materials for marketing Rely POS. Additional content may be provided to Partner by Rely POS, in its sole discretion, upon request by Partner.
  3. Partner Reporting - Subject to Rely POSs then-current policies and procedures, Rely POS may provide Partner with access to a partner console showing activity and revenue reports for all Customer accounts. Revenue Share payments and Discounts will be based on the data in these reports

[End of Exhibit A]