Uptown Network Merchant Terms of Use

Uptown Network is a Delaware Corporation with its principal place of business in Naples, Florida.

Uptown Network provides the Uptown Network Mobile App and operates Uptown Network and related websites, including but not limited to ("Merchant Tools", below) (collectively, the "Uptown Network Platform", below).

Merchant ("Merchant", below) is the business entity operating the retail hospitality location(s) identified by the information entered into the Merchant Location Information fields in Merchant Tools or in the Merchant Contract (as defined below) ("Merchant Location(s)", below).

The Uptown Network Mobile App displays Merchant products and prices selected by Merchants through Uptown Network Merchant Tools. Users of the Uptown Network Platform may purchase Uptown Network digital gift vouchers ("Gift Voucher(s)", below) for use as payment in Merchant Location(s).

Gift Voucher(s) are alphanumeric gift codes presented by a customer on a customer's mobile device to a server at Merchant Location. Gift Vouchers may be for one or more specific item(s) or for a specific dollar amount.

Merchant and Uptown Network may execute a companion agreement {the "Merchant Contract"). If a Merchant Contract exists between Merchant and Uptown Network these Terms of Use shall be incorporated by reference into the Merchant Contact. In the event of a conflict between these Terms of Use and the Merchant Contract, the Merchant Contract shall prevail.

Merchant's selection of the "I Accept the Terms of Use" option in Uptown Network Merchant Tools or Merchant's signature on the Merchant Contract constitutes Merchant's acceptance of these Terms of Use. Merchant 's continued use of Uptown Network Merchant Tools constitutes Merchant's acceptance of any revisions to these Terms of Use.

1. Valid form of payment. Merchant will accept Uptown Network Gift Vouchers as a form of payment in Merchant Location(s)

If a customer presents a valid Uptown Network Gift Voucher for a specific item for payment in Merchant Location(s), Merchant's staff will accept the Gift Voucher as full payment for a valid item, even in the event that the price of an item has increased since the purchase of the Uptown Network etGift Voucher;

a. If a customer presents a valid Uptown Network Gift Voucher for a specific value for payment in Merchant Location(s), Merchant's staff will accept the Gift Voucher as payment for the full amount of the voucher;

b. Merchant agrees that in the event a menu item which is the subject of a valid Gift Voucher is out of stock or discontinued (or for any other reason that the staff determines, in its reasonable discretion, is likely to maximize customer satisfaction) that staff at Merchant Location(s) will accept the Gift Voucher for an item of comparable quality and value, or apply the value of the item to another menu item or items.

2. Merchant Responsibilities. Merchant will use reasonable commercial efforts to support the Uptown Network program in Merchant Location, including but not limited to:

a. create and maintain staff awareness in Merchant Location(s) that Merchant is using and promoting the use of the Uptown Network Platform;

b. train staff in Merchant Location(s) on the use of the Uptown Network Application and the Uptown Network redemption process;

c. display Uptown Network promotional material, including window clings; display such materials no less prominently than material from other third-party on-line services;

d. enable and display the Uptown Network’s gifting widget in a prominent location on the home page of Merchant Location's website and no less prominently than other third-party on-line services; maintain the gifting widget populated with no less than 12 currently available items;

e. maintain current menu items and pricing in Uptown Network’s Merchant Tools;

i. Menu item prices shall be set in increments of $1;

ii. If Merchant enters a menu price in any amount other than an increment of $1, Uptown Network’s system will round that amount to the nearest dollar.

iii. For menu items not subject to sales tax, Merchant shall set the Uptown Network menu item price within 99¢ of the current price for the same menu item in the Merchant Location;

iv. For menu items subject to sales tax where the sales tax is included in the menu item price in the Merchant location, Merchant shall set the menu item price within 99¢ of the current price for the same menu item in the Merchant Location;

v. For menu items subject to sales tax where the sales tax is not included in the menu item price in the Merchant Location , Merchant shall set the menu item price no lower than the actual menu price of the current price for the same menu item in the Merchant Location and no higher than 99¢ greater than the current price for the same menu item in the Merchant Location plus the actual sales tax amount;

Payments to Merchant. If a customer presents a valid Uptown Network Gift Voucher for a specific item for payment in Merchant Location(s), Merchant's staff will accept the Gift Voucher as full payment for a valid item, even in the event that the price of an item has increased since the purchase of the Uptown Network Gift Voucher;

3. Uptown Network will pay to Merchant 90% of the gift amount associated with a redeemed Gift Voucher or the amount and manner specified in the Merchant Contract. Such payments shall be made via ACH transfer to the bank account whose information is maintained by Merchant in Uptown Network Merchant Tools. Merchant is responsible for entering account information into Merchant Tools or ensuring that such information is provided to an Uptown Network representative for entry. Payment for transactions occurring from the 1st to the 15th of a given month will be made on the 20th of the same month (or the first business day thereafter). Payment for transactions occurring from the 16th to the last day of a given month will be made on the 5th of the following month (or the first business day thereafter).

4. No Special Privileges. An Uptown Network Gift Voucher is a valid form of payment and nothing more than a valid form of payment. That is, a patron in possession of an Uptown Network Gift Voucher remains subject to any and all restrictions to which other patrons in Merchant Location(s) are subject, including but not limited to applicable dram shop laws and other local, state or federal laws governing retail food and beverage service in general and alcohol service specifically. It is solely the responsibility of the Merchant to enforce any applicable laws, rules or regulations.

5. POS Integration. The terms of this paragraph are applicable only to Merchants who utilize Uptown Network POS integrated redemption process.

a. POS Integration will be provided through third-party software and services provided by Omnivore Technologies, Inc.

b. Merchant will provide Uptown Network and their agents whatever access is necessary to Merchant 's' business systems in order to install new software and configure existing software in order to enable integration between Merchant's POS and Uptown Network’s platform. Merchant hereby authorizes Uptown Network and their agents to access Merchant's business systems for the purpose of performing said installation and configuration.

c. Merchant will not be responsible for any costs related to the installation and configuration process incurred by Uptown Network unless such cost is agreed upon in writing by Uptown Network and Merchant. Uptown Network will be responsible for any such cost incurred by Merchant, unless such cost is agreed upon in writing by Uptown Network and Merchant. Uptown Network will not be liable to Merchant for any mistakes, errors or omission that might occur during the installation and configuration process, or for any damages arising from any mistakes, errors or omissions.

d. Merchant hereby grants to Uptown Network: (a) a non-exclusive, worldwide, royalty-free, fully paid up, sublicensable (through multiple tiers), transferable right and license, during the Term, to copy, distribute, display and create derivative works of and otherwise use the Data solely to exercise its rights and perform its obligations under this Agreement; and (b) a non­ exclusive, perpetual, worldwide, royalty-free, fully paid up, sublicensable (through multiple tiers), transferable right and license to copy, distribute, display and create derivative works of and otherwise use the Data for Uptown Network’s business purposes; provided, that, Uptown Network may only share the Data with third parties to the extent such Data is aggregated and/or anonymized such that the identity of Customer, its Permitted Sublicensees and/or its individual patrons cannot be determined by such third parties.

6. Liability.

a. Merchant, and not Uptown Network, is solely responsible for any loss to Merchant caused by Merchant's failure to maintain current information in Uptown Network Merchant Tools.

b. Neither Uptown Network nor Merchant shall be liable to the other for any special, incidental or consequential damages.

c. Merchant will hold harmless Uptown Network from any cause of action directly or indirectly arising from Merchant's service of food, non-alcoholic beverages or alcoholic beverages to Merchant's customers and Merchant will indemnify Uptown Network for any liabilities and legal fees and costs incurred by Uptown Network arising from any such cause of action.

d. Uptown Network will hold harmless from and indemnify Merchant for any liabilities and legal fees and costs incurred by Merchant arising from any security breach or data loss occurring on servers controlled or operated by Uptown Network.

7. Warranties.

UPTOWN NETWORK MAKES NO WARRANTIES TO MERCHANT WITH RESPECT TO THE UPTOWN GIFTS PLATFORM AND DISCLAIMS ALL IMPLIED WARRANTIES.

8. Termination.

a. Either party may terminate this Agreement at any time by providing not less than thirty (30) Upon the termination of this Agreement, Uptown Network shall cease displaying Merchant's products in the Uptown Network Mobile App and Merchant's responsibilities under paragraph 2 shall cease. Paragraphs 1, 3, 4, 5, 6, 7 and 9 shall remain in full force and effect. In the event Merchant has received payment for any unredeemed Gift Vouchers, Merchant shall, upon termination, return such proceeds to Uptown Network for the sole purpose of allowing Uptown Network to provide a credit or item of comparable value to any customer holding Merchant's unredeemed Gift Voucher.

9. General Provisions.

a. These Terms of Use shall be governed by the laws of the State of Florida.

b. Any disputes arising under these Terms of Use shall be exclusively subject to Arbitration under the Commercial Rules of the American Arbitration Association, which shall be exclusively held in Naples, Florida.

c. If any provision of these Terms of Use is found to be unenforceable, the remainder of these Terms of Use shall remain in full force and effect.

d. days written notice to the other party. Written notice may be by letter, fax or email.