PAYRIX DIRECT MERCHANT AGREEMENT

This Merchant Services Agreement for Sub-Merchants (Merchant Agreement) is made among (i) the bank identified on the Member Bank Disclosure Page attached hereto (Acquirer), (ii) Payrix, as defined in the Payrix Terms of Service to which this Merchant Agreement becomes a part, and (iii) the Sub-Merchant, as defined in the Payrix Terms of Service to which this Merchant Agreement becomes a part. This Merchant Agreement incorporates by reference the Payrix Terms of Services, and capitalized terms not otherwise defined herein have the respective meanings given them in the Payrix Terms of Service. Acquirer will provide Sub-Merchant with certain payment processing (the Acquirer Services) in accordance with the terms of this Merchant Agreement. In consideration of Sub-Merchant's receipt of credit or debit card funded payments, and participation in programs affiliated with Visa, Mastercard, Discover, and certain similar entities (collectively, Payment Networks), Sub-Merchant is required to comply with the Rules (defined below) as they pertain to applicable credit and debit card payments. In addition, if Sub-Merchant meets certain requirements under the Rules or a Payment Network or the Rules otherwise require, Sub-Merchant may be required to enter into a direct relationship with an entity that is a Member of the Payment Networks. By agreeing to the Payrix Terms of Service to which this Merchant Agreement is an exhibit (by click through agreement or otherwise), Sub-Merchant has fulfilled this requirement, if and when applicable. However, Acquirer understands that Sub-Merchant may have contracted with Payrix to obtain certain processing services and that Payrix may have agreed to be responsible to Sub-Merchant for all or part of Sub-Merchant's obligations contained herein.

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This Merchant Agreement is entered into, governed by, and construed pursuant to the laws of the State of Texas without regard to conflicts of law provisions. This Merchant Agreement may not be assigned by Sub-Merchant without the prior written consent of Acquirer. This Merchant Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees. This Merchant Agreement is for the benefit of, and may be enforced only by, Acquirer and Sub-Merchant and is not for the benefit of, and may not be enforced by, any other party. Acquirer may amend this Merchant Agreement upon notice to Sub-Merchant in accordance with Acquirer's standard operating procedure. If any provision of this Merchant Agreement is determined to be illegal or invalid, such illegality or invalidity of that provision will not affect any of the remaining provisions and this Merchant Agreement will be construed as if such provision is not contained in the Merchant Agreement. The Acquirer may be changed, and its rights and obligations assigned to another party, by Acquirer at any time without notice to Sub-Merchant. For purposes of protecting its interests as Acquirer hereunder, and without prejudicing Payrix’s rights hereunder, Acquirer may exercise any right or remedy of Payrix in the Payrix Terms of Service in its performance hereunder, and may also enforce any obligation of Sub-Merchant in the Payrix Terms of Service against Sub-Merchant.

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MEMBER BANK DISCLOSURE PAGE

Fifth Third Bank Direct Merchant Agreement

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