VEROTEL MERCHANT SERVICES AGREEMENT

This Verotel Merchant Services Agreement is between Merchant, and Yoursafe B.V. , a Dutch private company with limited liability ("Verotel").

Subject to the terms and conditions set forth below, Merchant engages Verotel to provide transaction processing and reporting. Verotel Online Payment Processing Services enables the Merchant's customers to purchase electronic authorization codes from Verotel via various means.

EXAMPLE VEROTEL ID:
Company name
Contact
Company Address
City, State, Zip
Country
E-mail address
Telephone

SERVICE FEES

ANNUAL FEES	Basic	Premium
Verotel Annual Registration Fee	EUR 500.00 *	EUR 0.00
* Annual renewal fees for Verotel BASIC accounts will be waived if the transaction volume is at least EUR 100 per week on the renewal date.

CREDIT CARD FEES

Every Saturday the rate for the following week is set by the average weekly Euro transaction volume of the previous four weeks. For PREMIUM accounts only: a weekly fee of EUR 25.00 applies on average weekly transaction volume of less than EUR 1000.

Rate plan type:

	Basic	Premium
Tier Volume	Rate	Rate
Price recurring transactions: normal rate + 1.5%.

CHECK FEES (based on unique item) **	Basic	Premium
As referred to the Price Chart on Verotel's website

DIRECT DEBIT EU FEES (based on unique item) **	Basic	Premium
As referred to the Price Chart on Verotel's website
** Plus a hold-back based on each unique item. Please see section 2 of this Verotel Merchant Services Agreement for further details.

EXAMPLE FEATURES INCLUDED	Basic
Transaction logs	Included
Account overview	Included
Subscription Management	Included
Veronica anti-fraud	Included
Verotel SSL use	Included
Telephone support	Included
E-Mail support	Included
MasterCard/Visa Registration (if applicable)	Included
Compliance Monitoring	Included

PAYMENT FEES CHECK & ACH PAYMENTS		Basic	Premium
US Check	US registered beneficiary	USD 2.50	USD 2.50
International Check	Non US registered beneficiar	USD 0.00	USD 0.00
ACH	US registered beneficiaries only	USD 0.00	USD 0.00

PAYMENT FEES INTERNATIONAL PAYMENTS	Basic	Premium
Wires to an EUR account, with IBAN (EU only)	EUR 7.50	EUR 7.50
Wires to an account in United Kingdom)	GBP 15.00	GBP 15.00
All other wires (international)	USD 30.00	USD 30.00

TERMS & CONDITIONS

1. Description of Terms and Services

The following terms are defined for use in this Verotel Merchant Services Agreement:

"Acquirer" means a financial organization acting in its capacity as an acquirer of a Transaction from a Merchant.

"Charge Back" means a Customer Charge which the Acquirer identifies as being invalid after initial acceptance on account of fraud, lost, canceled, un-issued, invalid account identification, unresolved customer complaint or other cause which results in the deduction of the customer charge from moneys otherwise payable to Company.

"Code" or "Subscription Code" means the unique numeric code retrieved by a Customer from Company's automated billing system in order to access Merchant's restricted Web site.

"Company" means Yoursafe B.V., a company organized under Dutch law and registered with the Dutch Chamber of Commerce under trade register number 34180575.

"Credit Card Companies" means companies that issue licenses to issue and accept credit card and debit card payments and other forms of payments. Credit Card Companies include, but are not limited to, VISA Inc. and MasterCard Incorporated.

"Customer" means any person desiring to gain access to a restricted web site or buy a product from a website maintained by Merchant.

"Customer Charges" or "Charge to Customer" means the amounts indicated by Charge to Customer to be charged to the Customer's credit card account, bank account or phone bill.

"Escrow Stichting" means Stichting Geldbeheer Verotel, a third party escrow organization organized under Dutch law and registered with the Dutch Chamber of Commerce under trade register number 34367024.

"Marks" means the names, logos, trade names, logotypes, trademarks, service marks, trade designations, and other designations, symbols, and marks of Credit Card Companies that Credit Card Companies and/or its affiliates or subsidiaries own, manage, license, or otherwise control, make use of, and make available for use by Merchant, Company and other authorized entities. A "Mark" means any one of the Marks.

"Merchant" means the individual or business entity listed under "Merchant Company Name."

"Reseller/Affiliate Program" means any reseller, affiliate or affiliate-type marketing programs of Merchant, under which the Company may pay commissions earned by resellers and/or affiliates directly to such reseller and/or affiliates.

"Services" means any and all services offered to Merchant by Verotel and incorporates:

Verotel Online Payment Processing Services Merchant may refer any Customer desiring access to a restricted web site to the Company's automated billing systems for the purpose of obtaining Subscription Code(s). If authorized by Company, Merchant may under certain circumstances also sell products utilizing Verotel Online Payment Processing Services. The Merchant hereby agrees to accept any valid Code retrieved from Company as payment for access to the web site and where applicable as a receipt for the sale of a product online. Company's Payments Services include, but are not limited to, Credit Card, Verotel 1-900 US, Verotel 1-900 Europe, Direct Debit EU and Verotel Online Check. A current overview and description of all Payments Services can be found on www.verotel.com.

Verotel Subscription Management is an administrative service provided by Company in conjunction with Verotel Online Payment Processing Services. Merchant will be provided with online tools to administer subscribers for Merchant's website content. "Standards" means the Amended and Restated Certificate of Incorporations, Bylaws, Rules, and policies, and the operating regulations and procedures of the Credit Card Companies, including but not limited to any manuals, guides or bulletins, as may be amended from time to time.

"Transaction" means the sale of goods or services by a Merchant to a Customer pursuant to acceptance of a payment by the Merchant.

"Verotel Merchant Services Agreement" means this agreement.

"Wft" means the Dutch Act on supervision of payment institutes ("Wet op het financieel toezicht"), as published in the Dutch Bulletin of Acts, Orders and Decrees 2009, number 437.

"Wwft" means the Dutch Act on the prevention of laundering and financing of terrorism ("Wet ter voorkoming van witwassen en financieren van terrorisme"), as published in the Dutch Bulletin of Acts, Orders and Decrees 2008, number 303.

2. Payment

Verotel Online Payment Processing Services
Company will cause the Customer Charges to be charged to the Customer. Company thereafter will receive payment on account of Customer Charges from the Processor or Bank handling the transaction(s) less any applicable charges and taxes. For Verotel Online Payment Processing Services and Reseller/Affiliate Program commissions, Merchant will receive an invoice on a weekly basis, every Monday. This invoice will provide the Merchant with an overview of the payments the Merchant has received and the transaction costs the Merchant owes Company. Company shall have the right, in its sole discretion, to adjust the transaction costs. An overview of the current transactions costs as set forth in this Verotel Merchant Services Agreement. Each Payment Service has its own settlement timeframe. For details on settlement timeframes, please visit www.verotel.com. The balance of any invoice, if positive, will be paid 14 days after the issuing date of the invoice. If the balance of any invoice is negative, payment is due within 14 days. The payment due to the Merchant is equal to the sum of all Customer Charges made within the specified time period attributable to Customers' retrieval of Codes for Merchant's web site LESS (i) the sum of all Customer Charges denied, refused, or charged back by the Acquirer during the period, (ii) all refunds processed on account of Merchant's Customer Charges during the period,
(iii) the Service Fees as set forth in this Verotel Merchant Services Agreement, and (iv) all taxes, penalties, charges and other items reimbursable under the terms of this Verotel Merchant Services Agreement or otherwise occurring during the period and (v) any and all bank and/or wire fees.

The Service Fees shall be determined by first computing the amount due to Merchant without regard to the Service Fees and the items described under (iv) and by then applying the percentage listed above to the result. Company shall also hold a 10% of Customer Charges for a period of 26 weeks against potential charge backs ("Holdback"). This Holdback is kept by an escrow agent, appointed by Company. Until further notice this escrow agent is Escrow Stichting. Company shall have the right, in its sole discretion, to adjust the amount held as is deemed necessary as security against future charge backs after notification to the Merchant.

Fund Management
EXAMPLE Company and Escrow Stichting are separate and distinct companies. Merchant acknowledges and agrees that all funds from acquiring banks and other processors shall be held in an escrow account owned and controlled by Escrow Stichting. Escrow Stichting ensures all funds invoiced to Merchant shall be transferred to Merchant.

Power of Attorney
Merchant gives to Company full power of attorney and authority, to register Merchant with acquiring banks and other processors used and contracted by Company to process transactions. This power of attorney includes but is not limited to authorize the signing of contracts with acquiring banks and other processors on behalf of Merchant.

High Risk Countries
Company shall have the right, in its sole discretion, to block certain high risk countries from transaction processing, without the need to compensate Merchant for any damages that might result from such action.

Transactions
Company is engaging third parties to process transactions, including but not limited to acquiring banks, internet payment service providers and others. Transactions originating from these third parties will only be paid out to Merchant upon receipt of funds from corresponding banks or third parties engaged to enable payment processing. Merchant accepts all risks associated with non-payment from corresponding banks or third parties and Company assumes no responsibility for these payments, and Merchant holds Company harmless, if such funds are not received from corresponding banks or third parties.

TBC-Payments
Suspended holdback and reserves are available to Merchant 30 weeks after the suspension of a Merchant's account in the form of a TBC-Payment ("TBC-Payment"). It is the Merchant's obligation to call these payments within 12 weeks of the generation of a TBC-Payment or these funds will be forfeited by Merchant, without any further recourse available to Merchant.

Checks
Checks paid out by Company to Merchant will be valid for 30 weeks from date of issue and will be cancelled thereafter. Any checks not cashed within 30 weeks will be forfeited by Merchant, without any further recourse available to Merchant.

3. Merchant Cancellation

The Merchant may at any time cancel this Verotel Merchant Services Agreement. Upon cancellation, company will no longer offer Codes for the canceled account. Merchant is further obligated to honor any outstanding Codes retrieved by their customer's prior to the cancellation of the account until the end of the contracted subscription period. Any Customer Charges or retained Holdback that has not been invoiced on date of cancellation will be paid out to Merchant 6 months after the last Merchant invoice.

4. Merchant Obligation

The Merchant agrees to follow all regulations regarding the use of Verotel Processing Service and any other regulatory body. These regulations include, but are not limited to, the following:

Use of Codes, and other Verotel-provided Proofs of Purchase
Merchant shall accept Codes only as payment for access to its restricted web sites and for communicating data maintained at its restricted sites. Without the express written consent of Company, Merchant may not accept Codes, or other Verotel-provided Proofs of Purchase as payment for the sale of content of any kind.

Customer Support
Merchant shall, at all times, have the ability to respond to inquiries from Company or Customers promptly and shall endeavor to resolve disputes with Customers amicably.

The occurrence of complaints from Customers and/or inquiries or charge backs regarding Merchant's program or service, may be cause for termination of this Verotel Merchant Services Agreement if such events occur with unacceptable frequency as determined in the sole discretion of Company. In addition, Company reserves the right to charge Merchant reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, declined transactions or charge backs. Prior to imposing such fees and attempting to recover its costs, Company shall notify Merchant of the details and nature of the problems and attempt to find mutually acceptable solutions. If Company and Merchant are unable to achieve mutually acceptable solutions, Merchant shall have the option of continuing this Verotel Merchant Services Agreement subject to the additional fees and costs imposed by Company or of terminating this Verotel Merchant Services Agreement.

Duties of Merchant
When promoting Company Services, Merchant shall at all times use good business ethics and in a manner that will reflect favorably on the good will and reputation of the Company. Merchant shall at all times refrain from engaging in any illegal, unfair, deceptive or disparaging trade practices, whether with respect to the Services or otherwise, and shall only represent such facts about the Services as Company states in its published service descriptions, advertising and promotional materials or as may be stated in other non-confidential written material furnished by Company. The Merchant is obliged to actively supply the Company at all times with necessary information or documents which the Company or its affiliates need to comply with relevant Dutch laws and regulations and more specifically by virtue of the Wwft and/or Wft. The Merchant is obliged to actively communicate modifications or changes with regards to the Merchant, its seat, the current address of each of its offices, all doing business as (DBA) names used by the Merchant, and a complete description of goods sold and services provided. Without prejudice to that defined in article 14, the Merchant beforehand agrees with necessary amendments to this Verotel Merchant Services Agreement if continuous compliance with relevant Dutch laws and regulations and more specifically by virtue of the Wwft and/or Wft will otherwise not be possible.

Merchant agreement
Merchant acknowledges and agrees:
a. to comply with all applicable Standards - as set by the Credit Card Companies, as amended from time to time;
b. that the Credit Card Companies are the sole and exclusive owner of the Marks;
c. not to contest or challenge, or do anything that can be construed as contesting and challenging, the ownership of the Marks for any reason;
d. the Credit Card Companies may at any time, immediately and without advance notice, prohibit the Merchant from using any of the Marks for any reason;
e. the Credit Card Companies have the right to enforce any provision of the Standards and to prohibit the Merchant from engaging in any conduct the Credit Card Companies deems could injure or could create a risk of injury to the Credit Card Companies, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Credit Card Companies's Confidential Information as defined in the Standards, or both; and
f. the Merchant will not take any action that could interfere with or prevent the exercise of this right by the Credit Card Companies.

5. Reselling Verotel Services

Merchant may, at any time, without additional authorization from Company offer Company services to other parties. Merchant will be provided, via the Verotel website with banner information which can be used to solicit new Merchants. Merchant will be commissioned according to the rates published on the Verotel website and will be paid according to the Payment Section. Merchant will be commissioned on new 'first line' Merchants only and will not receive commissions on Merchants of newly solicited Merchants acting as resellers. Merchant does not have to provide technical support to newly solicited Merchants, and has no legal right over newly found Merchants.

6. Taxes

Each party agrees to report and pay its own taxes imposed on its income and transactions by any jurisdiction such as state and federal income taxes. Should Company be required to pay any such taxes on the income of Merchant, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to Company. The parties agree that taxes in the nature of an excise, sales or use tax are not currently imposed on the transactions contemplated under this Verotel Merchant Services Agreement. Further, the parties agree that if such taxes are imposed, the burden of such taxes shall be the Merchant's responsibility. Company shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Merchant if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Merchant under Section 8 of this Verotel Merchant Services Agreement the amount of any such taxes and related penalties and interest which are paid by Company with its own funds.

7. Limitations of Liability

Limitation
Company assumes no liability for disruptions of the Services, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "acts of God" or force majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Merchant be entitled to recover damages from Company which exceed the sum of the Service Fees retained by Company under this Verotel Merchant Services Agreement during the three months prior to the event giving rise to the claim for damages.

FORCE MAJEURE
EXCEPT FOR MERCHANT PAYMENTS TO COMPANY PURSUANT TO THIS VEROTEL MERCHANT SERVICES AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR DELAYS IN ITS PERFORMANCE HEREUNDER DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING BUT NOT LIMITED TO DELAYS OCCASIONED BY ACTS OF NATURE, POWER OUTAGES, FLOODS, EXPLOSIONS, EARTH QUAKES OR OTHER DISASTERS.

8. Indemnification

Merchant is fully responsible for the contents of Merchant's Web site and follow the content policy of Company. The content policy of Company will be sent on request and is published on www.verotel.com. The Merchant is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on Merchant's Web site. The Merchant is also fully liable for any promotions, whether appearing on the Merchant's Web site or otherwise offered by the Merchant in reference to any of the Merchant's offerings. The Merchant hereby certifies to the Company that the Merchant is either the owner of or that the Merchant has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either same forms a part of the Merchant's Web site or is in any way or manner incorporated into the Merchant's Web site, which Merchant provides Merchant's customers, or those accessing the Merchant's Web site or, which is otherwise used or utilized by the Merchant in its advertising or promotion, be same done or provided on the Merchant's Web site or otherwise.

Merchant agrees to comply with all record keeping requirements and post appropriate notices on the Merchant's website. Pursuant to 18 U.S.C. §2257 and 28 C.F.R. 75 Company may require Merchant at any time to provide proof of 18 U.S.C. §2257 and 28 C.F.R. 75 documentation and compliance therewith. Failure to comply with 18 U.S.C. §2257 and 28 C.F.R. 75 may result in immediate suspension of processing.

Merchant agrees to indemnify and hold harmless the Company, its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Verotel Merchant Services Agreement. Company assumes no liability of the Merchant for the Merchant's failure to follow and adhere to the terms of this Verotel Merchant Services Agreement, and any results caused by the acts, omissions or negligence of the Merchant, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Merchant's content, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights. The Merchant acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company for any claims made in reference to or in any manner arising out of the Merchant's utilization of its Web site or arising out of the Merchant's obligations under this Verotel Merchant Services Agreement, regardless of whatever such claims rightfully or wrongfully are asserted against the Company. This obligation of the Merchant shall arise and bind the Merchant regardless of whether or not litigation against the Company is actually instituted by a third party, and shall include all sums paid by the Company, its sole judgment and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against the Company, or sums advanced by the Company to allow it to comply with any injunctive directive of a court order or of a settlement.

9. TermEXAMPLE

The term of this Verotel Merchant Services Agreement shall continue until a notice of cancellation by Company or Merchant is received in writing or until terminated under other provisions of this Verotel Merchant Services Agreement. Company reserves the right to terminate this Verotel Merchant Services Agreement without cause upon notification to the Merchant. Company in its sole judgment, may terminate any Service for any Merchant immediately upon any breach of the terms set forth in this Verotel Merchant Services Agreement, including, but not limited to the determination of Company, in its sole judgment, that such Merchants may be performing activities harmful to Company or its, employees, vendors, business relationships or any other users of the Internet. Company may, at its discretion or at the direction of its Acquirer, the Credit Card Companies or any external party, immediately terminate this Verotel Merchant Services Agreement for activity deemed to be fraudulent or otherwise wrongful by the Company, its Acquirer, or the Corporation.

10. Default

In the event Merchant defaults in any provision or fails to perform pursuant to this Verotel Merchant Services Agreement, Company shall be entitled to damages, costs and attorney's fees from the Merchant.

11. Invalid or non-enforceable provisions

The invalidity or unenforceability of any provision of this Verotel Merchant Services Agreement, as so determined by a court of competent jurisdiction, shall not affect any other provision hereof, and in any such occasion, this Verotel Merchant Services Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

In the event of any inconsistency between any provision of this Verotel Merchant Services Agreement and the Standards, the Standards will prevail.

12. Choice of law/venue

This Verotel Merchant Services Agreement shall be construed and enforced in accordance with the laws of the Netherlands and the venue for any action, dispute or proceeding with respect to this Verotel Merchant Services Agreement shall be the Netherlands.

13. Captions

The captions in this Verotel Merchant Services Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Verotel Merchant Services Agreement.

14. Amendments and modifications

Except as hereinafter provided no amendment or modification of this Verotel Merchant Services Agreement shall be valid unless same is in writing and signed by all parties hereto. Company may amend this Verotel Merchant Services Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Company by its Acquirer, and to make other changes deemed necessary by the Company, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Merchant a specimen of the changed Verotel Merchant Services Agreement. Unless Merchant rejects the changed Verotel Merchant Services Agreement and terminates this Verotel Merchant Services Agreement by notice to Company in writing within fifteen (15) days after Company sends the changed Agreement, the changed Processing Service Agreement shall replace this Processing Service Agreement and be in full force and effect.

Company is responsible for the Card acceptance policies and procedures of the Merchant, and may require any changes to its Web site or otherwise that it deems necessary or appropriate to ensure that the Merchant remains in compliance with the Standards governing the use of the Marks.

15. No dissolution, no nullification

Taking into consideration the other provisions in this Verotel Merchant Services Agreement and to the extent permitted by law, Merchant hereby waives its rights pursuant to Articles 6:265 to 6:272 inclusive of the Dutch Civil Code to dissolve or demand in legal proceedings the dissolution of this Verotel Merchant Services Agreement. Furthermore, to the extent permitted by law, Merchant hereby waives its rights under Article 6:228 of the Dutch Civil Code to nullify or demand in legal proceedings the nullification of this Verotel Merchant Services Agreement on the ground of error.

16. Entire agreement

The signature below of Merchant or Merchant's authorized representative acknowledges that Merchant has read, understood, and accepted this Verotel Merchant Services Agreement, that this Verotel Merchant Services Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Merchant assumes all obligations under this Verotel Merchant Services Agreement pertaining the web sites described in this Verotel Merchant Services Agreement and its schedules.

I understand and agree to abide by the terms of this Verotel Merchant Services Agreement