Common use of Payment Taxes Clause in Contracts

Payment Taxes. (a) Distributor agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxx, or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. (d) All payments for Nasdaq market data products shall be made in immediately available funds, in the currency specified by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1.

Payment Taxes. Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active (for POS-based systems, other means of activating locations will be mutually agreed to Nasdaq or Nasdaqby Yiftee and Merchant). If a Merchant no longer wishes a location to be active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Merchant’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which are case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not paid within sixty pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. Yiftee may, in its sole discretion and upon mutual agreement with Merchant, provide an alternative or supplement to Subscription Fees in the form of a Restocking Fee. The Restocking Fee will be applied to any promotional gift given by the merchant as part of a marketing campaign that has an expiration date (60) days i.e., does not have infinite expiration). Upon expiration, the unused portion of an expired gift, less the stipulated Restocking Fee, will be returned to the Merchant. 4.1 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with CNP Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite Card Not Present transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. Note that the Vouchers are issued and sold by Yiftee, and that for CNP Vouchers, Merchant is remunerated only upon redemption, not upon sale of the Voucher itself. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 4.2 If a Recipient has elected to donate an unredeemed Gift to charity and Yiftee is providing an option to Recipient to donate, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 4.3 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 4.4 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to individuals or groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, for any gift that is given from Merchant itself the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use: • Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card" • Merchant will define promotional products, term or promotion and supply high quality photos and descriptions • Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated. • Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent. • Yiftee reserves the right to charge implementation or consulting fees in the currency specified event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Merchant in advance of work being done. Yiftee is under no obligation to provide such consulting and will do so in its sole discretion. • Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of promotion launch. • Merchant agrees that gifts sent by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing the Merchant are for award or by any other form of payment as specified by Nasdaq in Appendix 1promotional purposes only and may not be resold.

Payment Taxes. Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active (for POS-based systems, other means of activating locations will be mutually agreed to Nasdaq or Nasdaqby Yiftee and Merchant). If a Merchant no longer wishes a location to be active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Merchant’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which are case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not paid within sixty pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. Yiftee may, in its sole discretion and upon mutual agreement with Merchant, provide an alternative or supplement to Subscription Fees in the form of a Restocking Fee. The Restocking Fee will be applied to any promotional gift given by the merchant as part of a marketing campaign that has an expiration date (60) days i.e., does not have infinite expiration). Upon expiration, the unused portion of an expired gift, less the stipulated Restocking Fee, will be returned to the Merchant. 4.1 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with CNP Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite Card Not Present transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. Note that the Vouchers are issued and sold by Yiftee, and that for CNP Vouchers, Merchant is remunerated only upon redemption, not upon sale of the Voucher itself. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 4.2 If a Recipient has elected to donate an unredeemed Gift to charity, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 4.3 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 4.4 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to individuals or groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, for any gift that is given from Merchant itself the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use: • Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card" • Merchant will define promotional products, term or promotion and supply high quality photos and descriptions • Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated. • Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent. • Yiftee reserves the right to charge implementation or consulting fees in the currency specified event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Merchant in advance of work being done. Yiftee is under no obligation to provide such consulting and will do so in its sole discretion. • Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of promotion launch. • Merchant agrees that gifts sent by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing the Merchant are for award or by any other form of payment as specified by Nasdaq in Appendix 1promotional purposes only and may not be resold.

Payment Taxes. (a) Distributor agrees to pay to Nasdaq NASDAQ OMX or NasdaqNASDAQ OMX’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxx, NASDAQ OMX Requirements or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately amount actually invoiced by NasdaqNASDAQ OMX, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq NASDAQ OMX Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. Distributor shall pay NasdaqNASDAQ OMX, on demand or upon invoice, interest on any amounts due Nasdaq NASDAQ OMX pursuant to this Agreement which are not paid within sixty thirty (6030) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after with the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceby NASDAQ OMX. (b) Unless another form of billing is otherwise set forth in the Nasdaq NASDAQ OMX Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq NASDAQ OMX Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any eventAlternatively, Distributor shall be responsible for the charges associated with the Distributor Invoiced SubscribersRecipients. Distributor shall bear all risk of non-non- payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq NASDAQ OMX will bear the risk of non-payment by Nasdaq NASDAQ OMX Invoiced Subscribers. Distributor shall reasonably cooperate cooperate, at Distributor's expense, with Nasdaq NASDAQ OMX in any lawful efforts by Nasdaq NASDAQ OMX to collect unpaid charges due Nasdaq NASDAQ OMX from current or former Nasdaq NASDAQ OMX Invoiced Subscribers. With NASDAQ OMX’s prior approval and in NASDAQ OMX’s sole discretion, Distributor may choose to pay Nasdaq NASDAQ OMX any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq NASDAQ OMX on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq NASDAQ OMX to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of NasdaqNASDAQ OMX ) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information by NASDAQ OMX pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due NasdaqNASDAQ OMX, then such amounts due shall be increased so that the net amount actually received by Nasdaq NASDAQ OMX after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. (d) All payments for Nasdaq NASDAQ OMX market data products shall be made in immediately available funds, in the currency specified by Nasdaq NASDAQ OMX by a check to NasdaqNASDAQ OMX, by electronic funds transfer to an institution of NasdaqNASDAQ OMX’s choosing or by any other form of payment as specified by Nasdaq NASDAQ OMX in Appendix 1.

Payment Taxes. (a) Distributor A. Subscriber agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges charges, dues, fines, sanctions, and any other amounts payable by Subscriber as set forth in the Nasdaq Requirements, Requirements or as provided on xxx.xxxxxxxxxxxx.xxx, or to Subscriber by notice,, including, but not limited to, Nasdaq including all applicable deposits deposits, and charges for installation, de-installation, equipment, communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law Applicable Law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. Further, Subscriber shall pay any taxes, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Services to Subscriber. B. Notwithstanding the foregoing, Subscriber shall not be responsible for the penalty or interest that is imposed on Nasdaq as a result of Nasdaq’s failure to pay any taxes, charges or assessments in a timely manner. C. Payments for the Services, monthly subscription fees and other charges, dues, fines, or sanctions imposed pursuant to this Agreement or the Nasdaq Requirements are due thirty (d30) All payments for Nasdaq market data products calendar days from the date of Nasdaq’s invoice. Payment shall be made in immediately available funds, in the currency specified by Nasdaq United States funds by a check drawn against a chartered United States financial institution or any other institution acceptable to Nasdaq, Nasdaq or by electronic funds transfer to an institution of Nasdaq’s choosing choosing. To the extent authorized by the Nasdaq Requirements, all delinquent accounts shall accrue interest at the rate of one percent (1%) per month. Failure to remit timely payment for any amounts due under this Agreement or by the Nasdaq Requirements, including as a result of administrative or disciplinary proceedings, may subject Subscriber to legal action for recovery, in addition to any other form means of payment as specified by Nasdaq in Appendix 1recourse or disciplinary actions available to Nasdaq.

Payment Taxes. 3.1 Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active. If a Merchant no longer wishes a location to Nasdaq or Nasdaqbe active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Merchant’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which are case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not paid within sixty (60) days pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. 3.2 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite card transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 3.3 If a Recipient has elected to donate an unredeemed Gift to charity, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 3.4 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 3.5 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, if gift is given from Merchant itself, the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use:  Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card"  Merchant will define promotional products, term or promotion and supply high quality photos and descriptions  Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated.  Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent.  Yiftee reserves the right to charge implementation or consulting fees in the currency specified by Nasdaq by a check event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Nasdaq, by electronic funds transfer Merchant in advance of work being done. Yiftee is under no obligation to an institution provide such consulting and will do so in its sole discretion.  Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1promotion launch.

Payment Taxes. (a) Distributor agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxx, ,or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. (d) All payments for Nasdaq market data products shall be made in immediately available funds, in the currency specified by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1.

Payment Taxes. Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active (for POS-based systems, other means of activating locations will be mutually agreed to Nasdaq or Nasdaqby Yiftee and Merchant). If a Merchant no longer wishes a location to be active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees and may result in the suspension or termination of Merchant’s account. In certain cases, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not pay such amounts when due and payable). No ISO or MSP is a party to or third-party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. Yiftee may, in its sole discretion and upon mutual agreement with Merchant, provide an alternative or supplement to Subscription Fees in the form of a Restocking Fee. The Restocking Fee will be applied to any promotional gift given by the merchant as part of a marketing campaign that has an expiration date (i.e., does not have infinite expiration). Upon expiration, the unused portion of an expired gift, less the stipulated Restocking Fee, will be returned to the Merchant. Notwithstanding the foregoing, specific payment terms for Merchants who are not paid within sixty (60) days participating in a Community Card shall be defined in the Community Card Agreement, Appendix A, pertaining to Merchant’s specific geographic area. Yiftee may, at their sole discretion, waive subscription and/or other fees for Merchants participating in Community Cards. A Community Card shall be defined as a single eGift Card, branded for a Community, which can be redeemed at multiple disassociated brand merchants in a specified geographic area. Payment for Community Card redemption at any participating Merchant requires that the Merchant opt-in to their specific Community Card program, and shall be made through a deposit account held at a member of the US Federal Reserve System that is an FDIC-insured bank. 4.1 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with CNP Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite Card Not Present transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. Note that the Vouchers are issued and sold by Yiftee, and that for CNP Vouchers, Merchant is remunerated only upon redemption, not upon sale of the Voucher itself. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 4.2 If a Recipient has elected to donate an unredeemed Gift to charity and Yiftee is providing an option to Recipient to donate, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 4.3 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 4.4 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to individuals or groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, for any gift that is given from Merchant itself, the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use: • Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card" • Merchant will define promotional products, term or promotion and supply high quality photos and descriptions • Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated. • Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent. • Yiftee reserves the right to charge implementation or consulting fees in the currency specified event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Merchant in advance of work being done. Yiftee is under no obligation to provide such consulting and will do so in its sole discretion. • Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of promotion launch. • Merchant agrees that gifts sent by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing the Merchant are for award or by any other form of payment as specified by Nasdaq in Appendix 1promotional purposes only and may not be resold.

Payment Taxes. (a) Distributor A. Subscriber agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges charges, dues, fines, sanctions, and any other amounts payable by Subscriber as set forth in the Nasdaq Requirements, Requirements or as provided on xxx.xxxxxxxxxxxx.xxx, or to Subscriber by notice,, including, but not limited to, Nasdaq including all applicable deposits deposits, and charges for installation, de‐installation, equipment, communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law Applicable Law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. Further, Subscriber shall pay any taxes, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Services to Subscriber. B. Notwithstanding the foregoing, Subscriber shall not be responsible for the penalty or interest that is imposed on Nasdaq as a result of Nasdaq’s failure to pay any taxes, charges or assessments in a timely manner. C. Payments for the Services, monthly subscription fees and other charges, dues, fines, or sanctions imposed pursuant to this Agreement or the Nasdaq Requirements are due thirty (d30) All payments for Nasdaq market data products calendar days from the date of Nasdaq’s invoice. Payment shall be made in immediately available funds, in the currency specified by Nasdaq United States funds by a check drawn against a chartered United States financial institution or any other institution acceptable to Nasdaq, Nasdaq or by electronic funds transfer to an institution of Nasdaq’s choosing choosing. To the extent authorized by the Nasdaq Requirements, all delinquent accounts shall accrue interest at the rate of one percent (1%) per month. Failure to remit timely payment for any amounts due under this Agreement or by the Nasdaq Requirements, including as a result of administrative or disciplinary proceedings, may subject Subscriber to legal action for recovery, in addition to any other form means of payment as specified by Nasdaq in Appendix 1recourse or disciplinary actions available to Nasdaq.

Payment Taxes. (a) Distributor agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxx, ,or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such chargessuchcharges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. (d) All payments for Nasdaq market data products shall be made in immediately available funds, in the currency specified by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1.

Payment Taxes. Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active (for POS-based systems, other means of activating locations will be mutually agreed to Nasdaq or Nasdaqby Yiftee and Merchant). If a Merchant no longer wishes a location to be active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Merchant’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. Yiftee may, in its sole discretion and upon mutual agreement with Merchant, provide an alternative or supplement to Subscription Fees in the form of a Restocking Fee. The Restocking Fee will be applied to any promotional gift given by the merchant as part of a marketing campaign that has an expiration date (i.e., does not have infinite expiration). Upon expiration, the unused portion of an expired gift, less the stipulated Restocking Fee, will be returned to the Merchant. Notwithstanding the foregoing, specific payment terms for Merchants who are not paid within sixty (60) days participating in a Community Card shall be defined in the Community Card Agreement, Appendix A, pertaining to Merchant’s specific geographic area. Yiftee may, at their sole discretion, waive subscription and/or other fees for Merchants participating in Community Cards. A Community Card shall be defined as a single eGift Card, branded for a Community, which can be redeemed at multiple disassociated brand merchants in a specified geographic area. Payment for Community Card redemption at any participating Merchant requires that the Merchant opt-in to their specific Community Card program, and shall be made through a deposit account held at a member of the US Federal Reserve System that is an FDIC-insured bank. 4.1 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with CNP Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite Card Not Present transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. Note that the Vouchers are issued and sold by Yiftee, and that for CNP Vouchers, Merchant is remunerated only upon redemption, not upon sale of the Voucher itself. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 4.2 If a Recipient has elected to donate an unredeemed Gift to charity and Yiftee is providing an option to Recipient to donate, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 4.3 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 4.4 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to individuals or groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, for any gift that is given from Merchant itself the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use: • Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card" • Merchant will define promotional products, term or promotion and supply high quality photos and descriptions • Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated. • Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent. • Yiftee reserves the right to charge implementation or consulting fees in the currency specified event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Merchant in advance of work being done. Yiftee is under no obligation to provide such consulting and will do so in its sole discretion. • Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of promotion launch. • Merchant agrees that gifts sent by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing the Merchant are for award or by any other form of payment as specified by Nasdaq in Appendix 1promotional purposes only and may not be resold.

Payment Taxes. (a) Distributor agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxx, or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or andƒor penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half one−half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment non−payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment non−payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such chargessuchcharges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. (d) All payments for Nasdaq market data products shall be made in immediately available funds, in the currency specified by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1.

Payment Taxes. (a) Distributor A. Subscriber agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges charges, dues, fines, sanctions, and any other amounts payable by Subscriber as set forth in the Nasdaq Requirements, Requirements or as provided on xxx.xxxxxxxxxxxx.xxx, or to Subscriber by notice,, including, but not limited to, Nasdaq including all applicable deposits deposits, and charges for installation, de‐ installation, equipment, communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber is required by applicable law Applicable Law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed. Further, Subscriber shall pay any taxes, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof, and any penalties or interest relating to the provision of the Services to Subscriber. B. Notwithstanding the foregoing, Subscriber shall not be responsible for the penalty or interest that is imposed on Nasdaq as a result of Nasdaq’s failure to pay any taxes, charges or assessments in a timely manner. C. Payments for the Services, monthly subscription fees and other charges, dues, fines, or sanctions imposed pursuant to this Agreement or the Nasdaq Requirements are due thirty (d30) All payments for Nasdaq market data products calendar days from the date of Nasdaq’s invoice. Payment shall be made in immediately available funds, in the currency specified by Nasdaq United States funds by a check drawn against a chartered United States financial institution or any other institution acceptable to Nasdaq, Nasdaq or by electronic funds transfer to an institution of Nasdaq’s choosing choosing. To the extent authorized by the Nasdaq Requirements, all delinquent accounts shall accrue interest at the rate of one percent (1%) per month. Failure to remit timely payment for any amounts due under this Agreement or by the Nasdaq Requirements, including as a result of administrative or disciplinary proceedings, may subject Subscriber to legal action for recovery, in addition to any other form means of payment as specified by Nasdaq in Appendix 1recourse or disciplinary actions available to Nasdaq.

Payment Taxes. 3.1 Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active. If a Merchant no longer wishes a location to Nasdaq or Nasdaqbe active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following 6 month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Xxxxxxxx provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Xxxxxxxx’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which are case, if agreed by Xxxxxx, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not paid within sixty (60) days pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Xxxxxxxx understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. 3.2 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Xxxxxxxx must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Xxxxxxxx understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Xxxxxx has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite card transactions or another payment process as defined by Xxxxxx and its partners; and fees imposed or passed through to Merchant for merchant 7 processing are determined by the Merchant's acquiring bank or processor. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 3.3 If a Recipient has elected to donate an unredeemed Gift to charity, that Gift Value will be aggregated with other donations by Xxxxxx, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 3.4 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 3.5 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, if gift is given from Merchant itself, the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use:  Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card"  Merchant will define promotional products, term or promotion and supply high quality photos and descriptions  Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Xxxxxxxx’s account will not be generated.  Xxxxxxxx agrees to pay Xxxxxx's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent.  Yiftee reserves the right to charge implementation or consulting fees in the currency specified by Nasdaq by a check event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Nasdaq, by electronic funds transfer Merchant in advance of work being done. Yiftee is under no obligation to an institution provide such consulting and will do so in its sole discretion.  Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1promotion launch.

Payment Taxes. 4.1 Merchant will pay Yiftee an advance monthly or annual subscription fee (a“Subscription Fee”) Distributor agrees for each month (or year, as applicable) during the term of this Agreement, which may include a component that varies based on how many Merchant locations it wishes Vouchers to pay be available for. Yiftee may also make available, at Yiftee’s sole discretion, alternative methods of subscription payment which may be a billed function of the redeemed Gift Value. A location will be considered “active” for the purposes of calculating the Subscription Fee after it runs the Yiftee-provided “Activation Card” and has designated its account as Active (for POS-based systems, other means of activating locations will be mutually agreed to Nasdaq or Nasdaqby Yiftee and Merchant). If a Merchant no longer wishes a location to be active, Merchant may remove it by notice to Yiftee and Merchant will no longer be charged for such location on the following month’s designee the then effective charges billing cycle (and for clarity, no partial refunds for an unused portion of a month will be due). The initial Subscription Fee(s) shall be as set forth in the Nasdaq Requirementsagreed during Registration, but may change from time to time upon notice to Merchant, provided that no Subscription Fee modification will be retroactively applied. Subscription Fees will be charged in advance, on xxx.xxxxxxxxxxxx.xxxthe date the parties first enter into this Agreement and each month “anniversary” thereafter for monthly Subscription Fees, or by notice,each anniversary thereafter for yearly Subscription Fees, includingunless, but not limited toin each case, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than Merchant provides Yiftee with fifteen (15) days after days’ notice prior to the end of the calendar month then-current subscription term, of its desire not to renew. If Merchant adds any active locations during a subscription term, Yiftee will automatically charge Merchant for each such addition (even for annual subscriptions); active locations are calculated according to the number of locations active at the monthly anniversary date (again, even for annual subscriptions). No refunds will be granted for Subscription Fees, regardless of whether the Agreement terminates prior to the end of any applicable subscription term to which charges are incurredsuch Subscription Fees apply, or for locations that may be removed prior to any monthly anniversary date. Distributor shall pay NasdaqSubscription Fees will be charged to the payment method provided by Merchant at Registration. Failure to keep such payment method details current and accurate may result in Yiftee’s failure to collect Subscription Fees, on demand and may result in the suspension or upon invoicetermination of Merchant’s account. In certain cases, interest on any amounts due Nasdaq pursuant to Merchant may enter into this Agreement in connection with a number of services offered by an independent services organization (“ISO”) or merchant services provider (“MSP”), in which are case, if agreed by Yiftee, Subscription Fees may be payable directly to the ISO or MSP (but it shall be considered a breach of this Agreement to not paid within sixty (60) days pay such amounts when due and payable). No ISO or MSP is a party to or third party beneficiary of this Agreement. Yiftee or such ISO or MSP may waive or reduce Subscription Fees at its discretion, but is under no obligation to do so. For example, Yiftee, an ISO, or an MSP may waive Subscription Fees for the first subscription term as a “trial period,” but Merchant understands and agrees that such subscription will automatically begin at the end of the trial period and will renew as described herein and may carry a Subscription Fee upon the conclusion of such trial period and on each renewal thereafter. 4.2 Merchant will receive payment for the authorized amount of redemption in connection with a Gift only after the applicable due date. Interest shall accrue at a rate equal Voucher for such Gift has been redeemed for that amount; all payments to Merchant will be made via the applicable Voucher payment processor (the "Voucher Payment Processor") who processes payments to the lesser merchant for redemption of (i) one ordinary MasterCard credit cards or another payment process as defined by Yiftee and one-half percent (1.5%) per month its partners. Merchants accepting Vouchers which cannot be authorized in full or (ii) the maximum amount permitted by applicable law, in part for the period commencing per amount of redemption as payment for a gift will not receive remuneration for any unauthorized amount. Merchant must at all times be able to accept transactions made by the period commencing sixty Voucher Payment Processor, and Merchant understands and agrees that it will not receive any payment in connection with Gifts or Vouchers if it is not able to do so. Merchant will authorize payments in advance to ensure the amount being charged is within the prepaid limit. Yiftee has the right to dispute any forced overages charged by Merchant including those done as offline transactions. The interchange rate associated with CNP Virtual Gift Voucher transactions and assessed to the merchant (60or its merchant processor) will appear as and/or be assessed as US MasterCard Business World Elite Card Not Present transactions or another payment process as defined by Yiftee and its partners; and fees imposed or passed through to Merchant for merchant processing are determined by the Merchant's acquiring bank or processor. Note that the Vouchers are issued and sold by Yiftee, and that for CNP Vouchers, Merchant is remunerated only upon redemption, not upon sale of the Voucher itself. For clarity, this Section 3.2 applies only to General-use Gifts and Specific Gifts, and not to zGifts. 4.3 If a Recipient has elected to donate an unredeemed Gift to charity, that refundable Gift Value will be aggregated with other donations by Yiftee, and donated to charity on a quarterly basis, within thirty (30) days after of the applicable due date and ending upon receipt end of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Serviceeach calendar quarter. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients 4.4 Merchant shall be either Distributor Invoiced Subscribers or Nasdaq Invoiced Subscribers. Distributor is not required to actually invoice Distributor Invoiced Subscribers, but, in any event, Distributor shall bear and be responsible for the charges associated with the Distributor Invoiced Subscribers. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced Subscribers. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced Subscribers. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced Subscribers, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic nationalapplicable federal, state, provincial or local government bodieslocal, or subdivisions thereof and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) relating to the provision subject matter hereunder. 4.5 Merchant may elect to participate with Yiftee in one or more promotional programs allowing Merchant to send Gifts to individuals or groups of people or post gift availability on social media with the intent of driving more in-store revenue. If and when Merchant chooses to do so, for any gift that is given from Merchant itself the following actions and payment terms to Yiftee apply, as well as all applicable terms in Yiftee’s standard Terms of Use: • Merchant must have "opted in" to Yiftee and all stores or branches must have run the "acceptance card" • Merchant will define promotional products, term or promotion and supply high quality photos and descriptions • Merchant will create and fund its own Yiftee account with 100% of the Information pursuant to this Agreement, and any related penalties or interest. In addition, total projected value (if Distributor or any Distributor Invoiced Subscriber is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%any) of Gifts to be given. Gifts given in excess of the charges that are owed. (d) All payments amount of funds in Merchant’s account will not be generated. • Merchant agrees to pay Yiftee's standard gift eDelivery fee for Nasdaq market data products shall be made in immediately available funds, all Gifts sent. • Yiftee reserves the right to charge implementation or consulting fees in the currency specified event that custom development work is necessary; payment is net 30 days. Any such fees will be quoted to Merchant in advance of work being done. Yiftee is under no obligation to provide such consulting and will do so in its sole discretion. • Other payment processes are possible and will be agreed to between Merchant and Yiftee in advance of promotion launch. • Merchant agrees that gifts sent by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing the Merchant are for award or by any other form of payment as specified by Nasdaq in Appendix 1promotional purposes only and may not be resold.

Payment Taxes. (a) Distributor agrees to pay to Nasdaq or Nasdaq’s designee the then effective charges as set forth in the Nasdaq Requirements, provided on xxx.xxxxxxxxxxxx.xxxxxx.XXXXXXXxxxxx.xxx, or by notice,, including, but not limited to, all applicable deposits and communications, facilities, electronic fund transfer fees, interest and late fees and/or penalties (including, but not limited to, charges incurred after termination, cancellation, or rescission). Distributor agrees to pay the amounts accurately invoiced by Nasdaq, including monthly adjustments for updated reporting. Unless otherwise set forth in the Nasdaq Requirements, Distributor shall remit the charges no later than fifteen (15) days after the end of the calendar month for which charges are incurred. Distributor shall pay Nasdaq, on demand or upon invoice, interest on any amounts due Nasdaq pursuant to this Agreement which are not paid within sixty (60) days after the applicable due date. Interest shall accrue at a rate equal to the lesser of (i) one and one-half nine percent (1.59%) per month annum or (ii) the maximum amount permitted by applicable law, for the period commencing per for the period commencing sixty (60) days after the applicable due date and ending upon receipt of payment to Nasdaq. Nothing in this Agreement shall prevent Distributor from separately charging its Recipients for the Distributor’s Service. (b) Unless another form of billing is otherwise set forth in the Nasdaq Requirements, all Recipients shall be either Distributor Invoiced Subscribers Recipient or Nasdaq Invoiced SubscribersRecipients. Distributor is not required to actually invoice Distributor Invoiced SubscribersRecipients, but, in any event, Distributor shall be responsible for the charges associated with the Distributor Invoiced SubscribersRecipients. Distributor shall bear all risk of non-payment by Distributor Invoiced Subscribers Recipients or by Recipients for whom Distributor is responsible for the charges. Nasdaq will bear the risk of non-payment by Nasdaq Invoiced SubscribersRecipients. Distributor shall reasonably cooperate with Nasdaq in any lawful efforts by Nasdaq to collect unpaid charges due Nasdaq from current or former Nasdaq Invoiced SubscribersRecipients. Distributor may choose to pay Nasdaq any charges due on behalf of any Recipient. Upon Distributor's payment to Nasdaq on behalf of any Recipient of any charges due hereunder, Distributor shall be subrogated to any and all rights of Nasdaq to recover such charges. (c) In addition, for Distributor Invoiced SubscribersRecipients, Distributor shall pay any taxes, including, but not limited to, any VAT, charges or assessments (other than taxes imposed on the net income of Nasdaq) by any foreign or domestic national, state, provincial or local government bodies, or subdivisions thereof relating to the provision of the Information pursuant to this Agreement, and any related penalties or interest. In addition, if Distributor or any Distributor Invoiced Subscriber Recipients is required by applicable law to deduct or withhold any such tax, charge or assessment from the amounts due Nasdaq, then such amounts due shall be increased so that the net amount actually received by Nasdaq after the deduction or withholding of any such tax, charge or assessment, will equal one hundred percent (100%) of the charges that are owed.to (d) All payments for Nasdaq market data Information products shall be made in immediately available funds, in the currency specified by Nasdaq by a check to Nasdaq, by electronic funds transfer to an institution of Nasdaq’s choosing or by any other form of payment as specified by Nasdaq in Appendix 1.