INDEPENDENT ISO CONTRACTOR & NON-SOLICITAION AGREEMENT

This Independent Contractor & Non-Solicitation Agreement (“Agreement”) is entered into, as of as of the Effective Date, between Approved Processing Now (Integra Financial, LLC) and ChargeSavvy, LLC (hereinafter collectively referred to as “Company”) and the person and/or entity agreeing to provide services, in accordance with the terms hereof and agreeing to all terms hereof by executing this Agreement hereinafter referred to as “Contractor”.

1. Effective Date and Term: The Effective Date of this Agreement is the date it is fully executed by both parties hereto, or, alternatively, the date the Contractor clicks “SUBMIT” and Company digitally countersigns this Agreement. In either case, the Parties agree that they have accepted and acknowledge the terms of this Agreement and are bound thereby. The initial term of this Agreement, unless terminated as provided herein, shall be one year from the Effective Date and may only be renewed by a written Extension of Agreement executed by the Parties.

2. Independent Contractor. Subject to the terms and conditions of this Agreement, Company hereby engages Contractor as an independent contractor to perform only the services provided herein. Contractor hereby accepts such engagement.

3. Duties and Compensation. The specific services Contractor will render to the Company (“Services”); Contractor’s compensation for the Services and provisions for payment of the Services shall be as set forth on Schedule A, which is hereby incorporated by reference. No change, modification, or amendment to Schedule A shall be valid unless in writing and signed by both parties.

4. Marketing Materials. In providing the Services, Contractor shall exclusively use the written scripts, websites, images, written promotions, price lists and other marketing materials marketing (“Marketing Materials”) supplied by Company at Company’s sole cost and expense relating to the Company’s credit card, merchant account services and credit card processing equipment (“Merchant Account Platform”). Contractor shall not use any other sales or marketing materials, nor make any representations, promises or product description except as expressly set forth in the Marketing Materials.

5. Expenses. Contractor shall be responsible for all costs and expenses it incurs in performing the Services. In the event the Company, in a specific instance agrees to or reimburses Contractor for any expense, such reimbursement shall not be construed as a course of dealing, nor an agreement by, Company, to provide any future or additional reimbursement or compensation. Contractor acknowledges his or her understanding that, except for Marketing Materials, expenses of performing Contractor’s duties and providing the Services under this Agreement (including, but no limited to auto, gas, travel and transportation expenses) shall be borne by Contractor.

6. Written Reports. The Company may, at its discretion, request from Contractor that any plans, progress reports, Services provided, contact made, statuses of current accounts or action plans for closing any additional accounts be provided by Contractor on a weekly basis.

7. Inventions. Any and all inventions, discoveries, developments and innovations conceived by Contractor during this engagement related to the duties under this Agreement shall be the sole and exclusive property of Company. In the event any statute or court of competent jurisdiction grants to Contractor any rights, title, or interest in that property Contractor hereby agrees to assign any and all of such rights, title, or interest in such property to Company for Company’s exclusive use for all time. Contractor agrees to grant to Company a non-exclusive license for all time in any and all inventions, discoveries, developments and innovations conceived by Contractor prior to the term of this Agreement and utilized by him or her in performing any of his or her obligations to Company pursuant to this Agreement. Company shall have the right to assign or transfer its interest in said non-exclusive license without the Contractor’s prior written consent but only to a subsidiary or affiliate of Company.

8. Confidentiality, Non-Disclosure. Contractor acknowledges that during the engagement he or she will have access to and become acquainted with various trade secrets, inventions, innovations, software programs, websites and web marketing, intellectual and intangible property, processes, information, records and specifications owned or licensed by Company and used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts, internet presence and properties and procedures. Contractor agrees that he or she will not disclose the confidential parts of any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of his or her engagement with Company. All files, web site content, internet properties or rights, intellectual property, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of Company, whether prepared by the Contractor or otherwise coming into his or her possession, will remain the exclusive property of Company. Contractor shall not retain any copies of the foregoing without Company’s prior written consent. Upon the expiration or earlier termination of this Agreement, or whenever requested by Company, Contractor shall immediately deliver to Company any Company property including, but not limited to, all such files, records, documents, specifications, information, or other items in his or her possession or under his or her control. Contractor further agrees that he or she shall not disclose, or cause to be disclosed, the existence or terms of this Agreement, or his or her retention as an independent contractor of Company, directly or indirectly, to any person or entity, without the prior written consent of Company and will at all times preserve the confidential nature of this Agreement and his or her relationship to Company and of the services contemplated hereunder. The above notwithstanding, nothing herein will prevent Contractor from disclosing the terms of this Agreement in response to any government subpoena requiring disclosure.

9. Conflicts of Interest; Non-hire Provision, Non-Solicitation. Contractor represents that he or she is free to enter into this Agreement and that this Agreement, Contractor’s engagement by Company, and the Services to be provided by Contractor hereunder do not violate the terms of any agreement between the Contractor and any third party. Contractor further represents that, in the course of fulfilling his or her obligations under this Agreement, he or she shall not utilize any invention, discovery, development, improvement, innovation, trade secret, or any other intellectual property in which he or she does not have a proprietary interest or that he or she is in any way restricted or prevented as to its use. Contractor agrees to indemnify and hold Company harmless against any and all claims, damages, costs, or expenses in any way related to or arising from Contractor’s use or utilization of intellectual property or other assets that he or she is in any way restricted or prevented from using or utilizing. During the term of this Agreement, Contractor shall devote as much of his or her productive time, energy and abilities to the performance of his or her duties hereunder as is necessary to perform the Services in a timely manner and as is necessary to sign and retain merchant accounts for the Company. The Contractor is expressly free to perform services for other parties while performing services for the Company. Contractor shall not, for a period of two years following the expiration or termination of this Agreement, directly or indirectly, hire, solicit, or encourage to leave their employment or engagement with Company, or interfere with or seek any of Company’s merchants or sub-merchants, other customers, other independent contractors, any employee, agent, consultant, vendor, supplier or other contractor, or third party with whom Company does business to discontinue or modify their business relationships or contractual or other arrangements with Company; further, for a period of two years after the expiration or termination of this Agreement, Contractor shall not hire or engage, in any capacity, any employee, consultant, contractor, or third party agent of Company or any merchant or sub-merchant of Company. Contractor also shall not, for a period of two years following the expiration or termination of this Agreement, directly or indirectly, solicit any merchant or sub-merchant, or merchant or sub- merchant account of Company or its affiliates. In addition, Contractor agrees to not solicit business within Tampa Bay, Florida and Salt Lake City, Utah.

10. Representations by Contractor. Company shall not be liable for any representation, warranty, statement, or promise made by Contractor (or any employee, independent contractor, or third party-agent of Contractor) to any merchant or sub-merchant of Company that is not expressly contained in the Marketing Materials. Contractor agrees to indemnify and hold Company harmless against any and all claims, damages, expenses, and costs related in any way to, or arising from, any representation, warranty, statement, or promise made by Contractor (or any employee, independent contractor, or third-party agent of Contractor) to any merchant or sub-merchant regarding the Company’s products or services if it was not contained in the Marketing Materials..

11. Right to Injunction. The parties hereto acknowledge that the Services to be rendered by Contractor under this Agreement and the rights and privileges granted to Company hereunder are of a special, unique, unusual, and extraordinary character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated by damages in any action at law, and the breach by Contractor of any of the provisions of this Agreement will cause the Company irreparable injury and damage. Contractor expressly agrees that Company shall be entitled to injunctive and other equitable relief in the event of, or to prevent, a breach of any provision of this Agreement by Contractor. In the event an injunction is sought, Contractor agrees that Company shall not be required to post a bond in excess of $100, and shall not have to prove irreparable injury, no adequate remedy at law nor other standard elements required for injunctive relief and only need prove that Contractor has breached this Agreement. In no event shall any equitable relief granted to or sought by Company be construed as a waiver of, or in any way prejudice or prevent Company from seeking, any other rights, remedies or damages allowed at law or in equity. All rights and remedies available to Company under this Agreement, or otherwise allowed at law or in equity, shall be cumulative, and no one of them shall be exclusive or preclude Company from seeking any other right, remedy, damage, or cause of action allowed or available by law or in equity.

12. Merger. This Agreement shall not be terminated by any merger, acquisition or other consolidation of the Company into or with any other entity.

13. Termination. Company shall have the right to terminate this Agreement at any time upon ten (10) business days’ prior written notice to Contractor. In addition, Company may terminate this Agreement immediately without prior written notice if Contractor is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of Company, is guilty of serious misconduct in connection with his or her performance hereunder, or materially breaches any provision of this Agreement. In the event of Termination pursuant to the provisions of this Section 11, Contractor shall remain entitled to receive all Commissions except where such Termination is the result of Contractor’s breach of any provision of this Agreement. Contractor shall be entitled to terminate this Agreement only in the event of a breach of the Company’s obligations to Contractor under this Agreement that remains uncured after 10 days written notice to Company from Contractor.

14. Ownership of Merchants and Accounts. The purpose of this Agreement is for Contractor to generate Merchants and Merchant Accounts that will utilize the Company’s credit and debit card purchasing software and install the Company’s systems at point of sale. The Company has and is hereby granted full and exclusive ownership rights in all referral customers identified by Contractor, merchants, merchant agreements, merchant accounts and all information relating to merchants brought to the Company by Contractor. Contractor’s sole right with regard to any referral customers identified by Contractor, merchants, merchant agreements, merchant accounts and and all information relating to merchants brought to the Company by Contractor is the right to receive a commission from the Company. Company has the right to cause the Contractor to assign Contractor’s rights or claims in all or any of the merchant agreements with third parties to Company. Company may dispose of its right to receive compensation in respect of some or all merchants or accounts generated by Contractor. However, if Company disposes of some or all of its rights in respect of Merchants, Company shall require the party acquiring the accounts to pay Contractor all commissions or residuals associated with such merchants or accounts that Contractor would have received from Company under this Agreement. In the event that the party acquiring the accounts refuses to pay such amounts, the Company shall pay Contractor the reasonably estimated present value of commissions due under this Agreement, but only for merchants and accounts and the time remaining for those customers pursuant to an existing written agreement with Company.

15. No Employment Relationship. Nothing contained in this Agreement shall render the Contractor an employee, partner, agent of, or joint venture with the Company for any purpose. The Contractor is and shall remain an independent contractor in his or her relationship to the Company. Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. Contractor shall have no claim against the Company, or be entitled hereunder or otherwise, for any employment related benefits including, but not limited to, overtime pay, vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

16. Successors and Assigns. All the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

17. Choice of Law. The laws of the State of Florida shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

18. Arbitration. Any controversies arising out of the terms of this Agreement or its interpretation will be settled in Hillsborough County, Florida, in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.

19. Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

20. Waiver. The waiver by any party of the breach of any provision of this Agreement by the other shall not be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement.

21. Assignment. Contractor shall not assign any of his or her rights or obligations under this Agreement, nor delegate the performance of any of his or her duties hereunder, without the prior written consent of Company.

22. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be considered validly given or made to the other party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given.

23. Modification or Amendment. No amendment change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

24. Entire Understanding. This document and any exhibit attached hereto constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no force and effect and are not being relied on by the Parties in entering into this Agreement. The Parties acknowledge that, they were not induced to execute this Agreement based on any representations or promises not contained in the express language of this Agreement and that, with the assistance of their business advisors and legal counsel, they fully and independently evaluated the opportunity to act as an Independent Contractor for the Company and, in entering into this Agreement, relied on their own view and opinions of the opportunity.

25. Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid or unenforceable, the remainder of this Agreement shall nevertheless remain valid and in full force and effect. In addition, it is agreed that this Agreement and the terms hereof shall not be construed against the Company as it drafted this Agreement.

BY SUBMITTING THE INFORMATION CONTAINED HEREIN the undersigned have executed this Agreement as of the day and year of this submission. The parties hereto agree that this submission will be as effective as if originals.

SCHEDULE A

A. Services. Using only the Marketing Materials, Independent Contractor shall solicit and locate merchants and other customers, suitable and acceptable to Company in its sole discretion, who will install and use the Company’s Merchant Account Platform.

Compensation to Contractor Shall be as Follows:

70% revenue share of net revenue based on monthly fees after deductions of expenses.

Contractor Payments to Company:

Contractor shall be responsible to pay to Company the following charges before Company shall ship any equipment to any merchant or sub-merchant:

Company’s equipment costs (subject to change) of: To be determined on an individual basis, and when determined, placed in writing.