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MERCHANT hereby authorizes TMS to debit payment from the MERCHANT's designated account established under the
<br />AGREEMENT for items ordered herein if payment does not accompany order.
<br />2. Upon payment by MERCHANT to TMS of the entire purchase amount required herein, TMS shall sell, transfer and assign the
<br />purchased EQUIPMENT to MERCHANT for MERCHANT's use and benefit. All risks or expenses of loss, damage, or repair to
<br />the EQUIPMENT shall be borne by MERCHANT upon such transfer of title.
<br />3. If MERCHANT is renting EQUIPMENT, MERCHANT agrees to pay TMS a monthly rental fee ("RENTAL FEE") for the
<br />EQUIPMENT until such time said EQUIPMENT is returned to TMS, which will be debited monthly from the MERCHANT's
<br />DESIGNATED ACCOUNT established under the AGREEMENT or billed separately to merchant if the DESIGNATED ACCOUNT
<br />no longer exists. If MERCHANT is purchasing the EQUIPMENT via multiple payments and terminates the EQUIPMENT
<br />AGREEMENT prior to completing the monthly purchase payments, then MERCHANT agrees to immediately pay the remainder of
<br />the purchase price or, if MERCHANT returns the EQUIPMENT under the conditions specified herein, MERCHANT agrees to pay
<br />TMS's then current RENTAL FEE for the length of time MERCHANT had the use of the EQUIPMENT.
<br />4. MERCHANT agrees to pay the RENTAL FEE on a per month basis as rental for the EQUIPMENT. TMS may amend the
<br />RENTAL FEE on thirty (30) days written notice to MERCHANT. Submission by MERCHANT of SALES after such notice period
<br />shall be evidence that MERCHANT has received the amended RENTAL FEE and has agreed to such amended RENTAL FEE.
<br />5. The PARTIES agree to each of the terms and conditions set forth herein and acknowledge that such provisions are binding upon
<br />each of them, their successors, heirs and assigns.
<br />6. MERCHANT understands that a telephone jack and other equipment may be required for its phone system to be compatible with
<br />EQUIPMENT at MERCHANT's expense.
<br />7. Upon expiration or termination of the EQUIPMENT AGREEMENT, MERCHANT agrees to remove the rental EQUIPMENT from
<br />its locations and deliver it to TMS at MERCHANT's cost in the same condition as when the rental EQUIPMENT was installed,
<br />normal wear and tear excepted. The PARTIES agree that the rental EQUIPMENT is and will remain personal property of TMS.
<br />8. MERCHANT hereby assumes the entire risk of loss, damage or destruction of the EQUIPMENT from any cause whatsoever, until
<br />the delivery of the rental EQUIPMENT to TMS. If the rental EQUIPMENT is damaged, lost, or not returned to TMS, MERCHANT
<br />shall, at the option of TMS, repair the rental EQUIPMENT at MERCHANT's expense or pay TMS the current replacement cost of
<br />the rental EQUIPMENT.
<br />9. MERCHANT hereby grants to TMS the right, during normal business hours, to enter any location under MERCHANT's control for
<br />the purpose of inspecting, repairing, or replacing rental EQUIPMENT.
<br />10. MERCHANT shall and does hereby agree to indemnify and hold TMS, its agents, employees, successors and assigns harmless
<br />from any and all liability, damages or loss (including attorney fees and costs) arising out of the ownership, selection, possession,
<br />leasing or renting, operation (regardless of where, how and by whom operated), control, use, condition (including, but not limited
<br />to, latent and other defects, whether or not discoverable by TMS) maintenance, delivery and return of the EQUIPMENT. This
<br />indemnification and the obligations contained herein shall survive termination or expiration of EQUIPMENT AGREEMENT.
<br />11. MERCHANT shall keep rental EQUIPMENT insured against all risks for not less than replacement costs of rental EQUIPMENT,
<br />naming TMS as an additional insured as its interest may appear.
<br />12. If this EQUIPMENT AGREEMENT is terminated, TMS shall have the right to enter MERCHANT's locations for the purpose of
<br />recovering rental EQUIPMENT.
<br />13. Neither MERCHANT nor any third party is authorized to make any alterations, repairs or changes including programming
<br />changes to rental EQUIPMENT. Any personal property attached to rental EQUIPMENT shall become part of the EQUIPMENT.
<br />TMS will provide maintenance service to rental EQUIPMENT during the term of the EQUIPMENT AGREEMENT. MERCHANT
<br />shall not allow any other person or entity to maintain or tamper with rental EQUIPMENT without the express written consent of
<br />TMS.
<br />14. MERCHANT's rights and remedies hereunder are exclusive and in lieu of all other rights and remedies. TMS shall not otherwise
<br />be liable for any error, omission, delay, loss of data or records or disclosure of confidential information which may occur as a
<br />result of, or in any way be connected with, any use of EQUIPMENT or services provided by TMS pursuant to this or any other
<br />agreement. In any event, TMS's liability to MERCHANT, whether arising in contract, tort (including, without limitation, negligence
<br />and strict liability) or otherwise, shall not exceed the lesser of the direct loss to MERCHANT or an amount equal to the aggregate
<br />of monthly RENTAL FEES paid to TMS by MERCHANT in the six-month period prior to the incident giving rise to liability. IN NO
<br />EVENT SHALL TMS BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES
<br />OR FOR ANY INTERRUPTION OR LOSS OF USE, DATA, BUSINESS OR PROFITS, WHETHER OR NOT SUCH LOSSES OR
<br />DAMAGES WERE FORESEEABLE OR TMS WAS ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF
<br />WHETHER ANY LIMITED REMEDY HEREIN FAILS OF ITS ESSENTIAL PURPOSE. TMS is not responsible for any loss or
<br />damages whatsoever sustained by MERCHANT arising as a result of any acts of God, strikes, flood, weather, shortages of parts
<br />or supplies or other events beyond its reasonable control.
<br />15. TMS, NOT BEING THE MANUFACTURER OF THE EQUIPMENT, MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY
<br />KIND WHATSOEVER WITH RESPECT TO THE EQUIPMENT INCLUDING BUT NOT LIMITED TO: THE MERCHANTABILITY
<br />OF THE EQUIPMENT OR ITS FITNESS FOR ANY PARTICULAR PURPOSE; THE DESIGN OR CONDITION OF THE
<br />EQUIPMENT; THE QUALITY OR CAPACITY OF THE EQUIPMENT; THE WORKMANSHIP OF THE EQUIPMENT;
<br />COMPLIANCE OF THE EQUIPMENT WITH REQUIREMENTS OF ANY LAW, RULE, SPECIFICATION OF CONTRACT
<br />PERTAINING THERETO; THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT; THE
<br />ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE; THE ABSENCE OF ANY OBLIGATION
<br />BASED ON STRICT LIABILITY IN TORT. UPON SALE OF THE EQUIPMENT TO MERCHANT, TMS HEREBY ASSIGNS, TO
<br />THE EXTENT POSSIBLE, ALL WARRANTIES AND RIGHTS OF TMS WITH RESPECT TO THE EQUIPMENT PROVIDED BY
<br />THE MANUFACTURER OF THE EQUIPMENT. TMS DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS
<br />OR WARRANTIES OF ANY KIND WITH RESPECT TO THE MANUFACTURER'S WARRANTY.
<br />201108 MTPA Terms and Conditions Page 22 of 35 CONFIDENTIAL
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