LOCAL MERCHANT REWARDS PROGRAM AGREEMENT

This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Card Rewards Local Merchant Program (the "Program"). As used in this Agreement, "we" means Municipal Cards, LLC (“MuniCards”), "you" or “your” means the Card Rewards Local Merchant Program Participant, and "goods" means any item offered for sale by a participating merchant. "Site" means a website and, depending on the context, refers either to the MuniCards site or to your business site.

1. ENROLLMENT IN THE PROGRAM

To begin the enrollment process, you will submit a complete Program application. We will evaluate your application in good faith and upon approval your listing will be made live. We may reject your application if we determine (in our sole discretion) that your business is unsuitable for the Program. Unsuitable businesses include, but are not limited to, businesses or sites that promote or contain or link to sexually explicit materials; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; or violate intellectual property rights or violate any local, state, federal or other law or regulation.

2. REWARDS AND ADMINSTRATION FEES

Subject to the terms and conditions of this Agreement, you shall pay a fixed reward percentage (the “Fixed Reward Amount”) on all sales (either in person or via your website) for any purchase made with one of our issued credit or debit cards. The Fixed Reward Amount shall be determined by you, in your sole discretion, and may be changed at anytime during the term of this Agreement upon written notice to MuniCards. Any changes to the Fixed Reward Amount shall be effective on the 1st day of the month after the date the notice is received and acknowledged by MuniCards (the “Effective Change Date”). Any sales made prior to the Effective Change Date shall be charged at the prior Fixed Reward Amount. In addition to the Fixed Reward Amount, you shall be charged an Administration Fee equal to 1.8% of the total sales amount made with one of our issued credit or debit cards (the “Administration Fee”). The parties agree that the Administration Fee may change from time to time pursuant to the terms of this Agreement. This Fixed Reward Amount and Administration Fee will be auto-debited from your bank account on a daily basis. Upon any change to bank account information you must immediately notify MuniCards. Any failed ACH transfers will be subject to a $50 fee.

3. CUSTOMER RETURNS

Customer returns will be processed in the same manner as a purchase. Both the Fixed Reward Amount and the Administration Fee will be credited back to you based upon the then current Fixed Reward Amount.

4. POLICIES AND PRICING

We may change our policies and operating procedures at any time. MuniCards does not perform product fulfillment or pricing, and is not responsible to participating merchants or to its cardholders for non-performance of its merchants.

5. IDENTIFYING YOURSELF AS A PARTICIPATING MERCHANT

We will make available to you a window decal (or similar marketing material) that identifies your business as a Program participant. You agree to prominently display this material at your business location and/or on your site. We may modify the text or graphical image of this decal from time to time. In addition, we encourage (but do not require) you to include a link to the MuniCards website at www.myestatecard.com.We grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to use the marketing materials provided to you as described in this Section 4 and such other images for which we grant express permission (collectively, the “MuniCards Marks”) solely for the purpose of identifying your business as a Program participant. You may not modify the MuniCards Marks, the message, our images, or any MuniCards property in any way. We reserve all of our rights in the 2 MuniCards Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your license at any time by giving you written notice.

5. LIMITED LICENSE BY MERCHANT

Upon execution of this Agreement, you hereby grant to MuniCards a non-exclusive, non-transferable, non-sublicensable, revocable right to use your business name, logo and appropriates links to your site and such other images for which you grant express permission (the “Merchant Marks”), solely for the purpose of identifying your business as a Program participant, directing traffic to your business and site and as necessary to promote the Program. We may not modify the Merchant Marks, your images, or any of your intellectual property in any way. You reserve all of your rights in the Merchant Mark, the message, any other images, our trade names and trademarks, and all other intellectual property rights. You may revoke this license at any time by giving us prior written notice.

6. TERMS OF AGREEMENTS

The terms of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written, emailed, or verbal notice of termination. You are obligated to pay any earned and unpaid rewards and administration fees on valid sales occurring during the term of this Agreement. Your business is subject to periodic review. If we determine at any point after acceptance into our program that your business is not suitable for the Program, we may unilaterally end the status of your site as a Merchant.

7. MODIFICATION

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by sending you a change notice or new agreement. Modifications may include, for example, changes in the fee schedules, payment procedures, and Program rules. Your continued participation now, or within thirty (30) days following the posting notice of any changes in these terms and conditions, will constitute a binding acceptance by you of such rules, changes or modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

8. RELATIONSHIP OF PARTIES

You and MuniCards are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

9. LIMITATION OF LIABILITY

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.

10. DISCLAIMERS

We make no express or implied warranties or representations with respect to the Program or any goods sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors. Further, you will indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to any warranties or representations made by you with respect 3 to the Program or any goods sold through the Program. This obligation will survive any termination of this Agreement.

11. INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THIS PROGRAM. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

12. CONFLICT RESOLUTION

In the event there is an unresolved legal dispute between the parties that involves legal rights or remedies arising from this Agreement, the parties agree to submit their dispute to binding arbitration under the authority of the Federal Arbitration Act; provided, however, that MuniCards may pursue a temporary restraining order and/or preliminary injunctive relief to enforce any duty or obligation of you arising from any of the covenants contained in Sections 4 of this Agreement, with related expedited discovery for the parties, in a court of law, and, thereafter, require arbitration of all issues of final relief. The Arbitration will be conducted by the American ArbitrationAssociation, or another, mutually agreeable, arbitration service. If a single arbitrator is used, then he/she must be mutually acceptable to both parties. In the event the parties cannot agree on a single arbitrator, then a panel of three (3) arbitrators will be utilized with each party selecting an arbitrator of its choosing, in its sole discretion, and the final arbitrator being selected by mutual agreement of the two (2) designated arbitrators. Each party will be allowedat least one deposition. The arbitrator(s) shall be required to statein a written opinion all facts and conclusions of law relied upon to support any decision rendered. No arbitrator will have authority to render a decision that contains an outcome-determinative error of state or federal law, or to fashion a cause of action or remedy not otherwise provided for under applicable state or federal law. Any dispute over whether the arbitrator(s) has failed to comply with the foregoing will be resolved by summary judgment in a court of law. Except as otherwise expressly provided herein, the arbitration process will be conducted in accordance with the American Arbitration Association’s employment dispute resolution rules or other mutually agreeable, arbitration service rules. The parties will share the arbitration costs and arbitrator’s fees, subject to a final arbitration award on who should bear costs and fees. All proceedings shall be conducted in Plano, Texas, or another mutually agreeable site. The duty to arbitrate described above shall survive the termination of this Agreement. Except as otherwise provided above, the parties hereby waive trial in a court of law or by jury. All other rights, remedies, statutes of limitation and defenses applicable to claim asserted in a court of law will apply in the arbitration.

13. MISCELLANEOUS

This Agreement will be governed by the laws of the United States and the State of Texas, without reference to rules governing choice of laws. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.