1.1 Definitions: (a) "Lantern," "we" or "us" shall mean Lantern Software, Inc.; (b) "Merchant" or "you" is the company, franchise, sole proprietorship or other business entity who is entering into this Merchant Agreement with Lantern; (c) "Platform" is any software, services, mobile applications, websites, email communications, infrastructure and other electronic offerings which are owned, controlled or operated by Lantern; (d) "Deals" refer to any promotions run through the Platform; (e) "Party" refers to either You or Lantern and "Parties" refers to both You and Lantern. (f) "Content" shall mean any content, information or other materials provided by you to us related to any Deals, (g) "Vouchers" shall mean electronic certificates or coupons identified in a Deal that are issued by and will be honored by you for a pre-determined value of goods or services and offered at a discount via the Platform.

2.1 Merchant Account: In order to use certain services, you are required to be registered for a business account on our Platform (the "Merchant Account"). Your Merchant Account will facilitate your use of the Platform and various Lantern services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us. You are responsible for maintaining the confidentiality of your Merchant Account password, and are responsible for all activities that occur under such Merchant Account. You agree to immediately notify Lantern of any unauthorized use of your password or Merchant Account or any other breach of security related to the Platform. Lantern is not and will not be liable for any loss or damage arising from your failure to comply with this Section 2.1. In addition to the other rights set forth herein, Lantern reserves the right to refuse service and/or access to the Platform to you or any other Merchant at any time without notice for any reason. When using your Merchant Account and the Platform to submit and manage other Deals, you are required to accept and comply with the terms set forth in the then-current Merchant Agreement. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept this Merchant Agreement. If you are accepting this Merchant Agreement on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to this Merchant Agreement. If you don't have the legal authority to bind your entity, you must ensure that only an authorized person from your organization consents to, and accepts, this Merchant Agreement.

2.2 Deal Services: Subject to the terms and conditions of this Merchant Agreement, Lantern (itself and through its service partners and affiliates) will run the Deal(s) via the Platform on behalf of Merchant. Lantern and its service partners and affiliates will promote the Vouchers relating to a Deal to prospective purchasers via the Platform, email lists and various social media outlets. Lantern and its service partners or affiliates will provide online access to Lantern's Platform in order for Merchant to access and download data surrounding the Deal (including identification numbers to verify the validity of Vouchers and certain user data). Lantern and its service partners and affiliates shall have the right to use user data as allowed by law. Merchant shall be responsible for (a) acquiring, installing, maintaining and supporting its own technology environment and equipment necessary to properly access Lantern's Platform and for any expenses relating to the foregoing; (b) the security and confidentiality of any usernames or passwords granted to Merchant to access Lantern's Platform, and shall limit disclosure of such usernames and passwords to its employees and other authorized representatives with a need to know such information; and (c) any authorized or unauthorized access to Lantern's Platform using such usernames and passwords, and any actions taken thereunder.

2.3 Merchant Obligations: Merchant shall use its best efforts to promote the Platform and the Deal(s) to prospective users during the timeframe a Deal is in effect. Merchant shall place a link from Merchant's web site home page (if applicable) to the Platform. Merchant and its employees and representatives shall (a) cooperate with Lantern with respect to advertising, promoting, qualifying, selling and providing the Deal, (b) comply with all applicable laws and regulations applicable to Merchant's Vouchers and operations, as well as Lantern's and its service partners' and affiliates' technical standards, policies, programs and requirements regarding the Platform, and (c) make no false or misleading representations with regard to Lantern, its service partners, affiliates or the Platform.

2.4 Support: Merchant will assist Lantern in resolving any issues or disputes relating to Vouchers or a Deal.

2.5 Merchant Content License: Merchant hereby grants to Lantern and its service partners and affiliates a nontransferable, nonexclusive, worldwide, royalty-free right and license during the term of the Merchant Agreement to use, reproduce, modify, distribute, perform and display all Merchant Content solely for the purpose of providing the Deal services and fulfilling its obligations hereunder. As between the parties, the Merchant Content shall remain the exclusive property of Merchant. Merchant will provide to Lantern the Merchant Content at such times and in such format as requested by Lantern in order to provide the Deal services. Lantern shall have the right to refuse to post on and/or remove from the Platform any Merchant Content containing any content or materials which Lantern reasonably determines conflict with, interfere with or are detrimental to Lantern's or its service partners' or affiliates' interests, reputation or Merchant or which may violate any law, infringe the rights of any person or subject Lantern or its service partners or affiliates to unfavorable regulatory action or liability for any reason.

2.6 Trademark License; Usage: Subject to the terms and conditions of this Merchant Agreement, Lantern hereby grants to Merchant a limited, nonexclusive, nontransferable right and license to refer to the name of the Platform and provide links to the Platform during the term of the Merchant Agreement solely for purposes of promoting its specific Deal(s). Merchant shall not make any other use of the name of the Platform or any other trademarks of Lantern or its services partners or affiliates without prior written permission. Merchant shall not make any disparaging remarks about Lantern, its services partners, affiliates or the Platform during and after the term.

2.7 Reserved Rights: All rights not specifically granted to Merchant hereunder are reserved by Lantern. Lantern reserves the right to provide similar Deal services to other businesses.

3.1 Term. These Terms are effective on the earlier of the date on which you first access your Merchant Account through the Platform or accept the Merchant Account Terms. This Merchant Agreement will remain in effect, unless otherwise earlier terminated as set forth below.

3.2 Termination. Lantern may terminate this Merchant Agreement and suspend your access to the Merchant Account immediately upon written notice for convenience, or immediately for cause if you violate any obligations or any of the material terms of this Merchant Agreement or any other agreement you have with Lantern. You may terminate this Merchant Agreement for convenience with 14 days advance written notice by sending a letter to: Lantern Software, Inc., 11184 Antioch Rd. #157, Overland Park, KS 66210.

3.3 Obligations Upon Termination; Survival of Relevant Provisions. All terms and any sections of this Merchant Agreement that are logically intended and required to survive expiration or termination to achieve their intent, shall survive without limitation.

3.4 Consequences upon Termination. Upon termination or expiration of this Merchant Agreement for any reason, (a) Lantern shall cease providing the Deal services; (b) the Parties shall cease use of the other Parties' respective content and Intellectual Property Rights, and (c) each party shall immediately return to the other all property, equipment and materials provided to such Party by the other.

4.1 By Both Parties. Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under this Merchant Agreement; (b) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) this Merchant Agreement reflects its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all laws applicable to its obligations under this Merchant Agreement.

4.2 By You. You represent and warrant to Lantern that: (a) you (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available; and (ii) will collect and remit any and all applicable state or local sales, use, hotel occupancy, and other similar taxes that may apply to the redemption of the vouchers or the supplying of goods or services; (b) your Content and your representations about your business, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you have all rights necessary to grant the licenses set forth in this Merchant Agreement.

4.3 NO FURTHER REPRESENTATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS MERCHANT AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. LANTERN MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PLATFORM OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY LANTERN (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE PLATFORM AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY VOUCHER AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN "AS AVAILABLE" BASIS.

UNDER NO CIRCUMSTANCES SHALL LANTERN, ITS SERVICE PARTNERS OR AFFILIATES BE LIABLE TO MERCHANT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE DEAL SERVICES, THE PLATFORM, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USE OR INABILITY TO ACCESS AND USE THE PLATFORM OR ANY CONTENT, ANY CHANGES TO OR INACCESSIBILITY OF THE PLATFORM OR ANY CONTENT, DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE AND EVEN IF LANTERN WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LANTERN'S TOTAL LIABILITY FOR DIRECT DAMAGES EXCEED THE TOTAL DEAL REVENUE GENERATED BY LANTERN RELATING TO MERCHANT DURING THE PREVIOUS TWELVE (12) MONTHS.

5.1 By You. You, at your sole cost and expense, shall defend, indemnify and hold Lantern, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to reasonable attorney's fees and costs) (collectively, "Losses") arising out of or relating to any of the following: (a) your (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of the terms of this Merchant Agreement; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a Voucher; (c) to the extent applicable, any claim by any local, state or federal governmental entity, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; or (e) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.

5.2 By Lantern. Lantern, at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Lantern's material breach of this Merchant Agreement or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Lantern (excluding Lantern's use of materials provided or authorized for Lantern's use by, you.)

5.3 Indemnification Process. The Party seeking indemnification under this Section 5 shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party's failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Lantern is the indemnifying Party, Lantern shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Lantern's prior written consent, which consent shall not be unreasonably withheld or delayed.

6.1 Binding Arbitration. The Parties hereby agree that (a) this Merchant Agreement and all disputes, controversies, or claims arising out of or relating to this Merchant Agreement shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association ("AAA") and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA ("Rules and Procedures"); (b) the arbitration shall be held in Johnson County, Kansas, or at such other location if mutually agreed upon by you and Lantern; (c) the arbitrator shall apply Kansas law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Lantern's individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Lantern will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Lantern shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.

7.1 Minimums. For Deals that you offer via our Platform, Lantern may enforce certain minimum discount or promotional amounts, and may use electronic measures, such as client-side or server-side validation, to enforce these. You agree not to attempt to undermine that enforcement by misrepresenting the actual value of promotional items offered, by attempting to disable or bypass those electronic enforcement measures or by any other means.

7.2 Uniqueness. Deals offered via our Platform must be unique in that they should not be offered to consumers via other means, such as happy hours, other deal platforms, social media or the like in such a way that consumers could receive the promotional value without using our Platform. Promoting your Lantern Deal through social media or other means is allowed and encouraged.

7.3 Interference. You agree that you will not disrupt, interfere with or attempt to disrupt any Platform user's redemption process; for example, you will not encourage users not to redeem deals in order to avoid paying commissions.

7.4 Offer Redemption. You agree to honor and provide to consumers the promotional value of any Deal you offer on the Platform when they present a valid electronic Voucher for such a Deal obtained through the Platform. You further agree that any dispute that arises between You and a consumer regarding redemption of a Lantern deal exists between You and the consumer only, and that Lantern is not a party in such dispute.

8.1 Intellectual Property Rights. As between the parties, Lantern and its service partners and affiliates, as the case may be, shall have and retain sole ownership of all Intellectual Property Rights in and to the Platform and the Deal services (except the Merchant Content), including, without limitation, all current and future enhancements, revisions, releases and updates thereof, any derivate works based thereon and all documentation thereto. Merchant hereby irrevocably assigns to Lantern and its service partners and affiliates, as the case may be, any and all rights relating to suggestions, enhancement requests, recommendations or other feedback provided by Merchant to Lantern relating to the Platform and the Deal services.

8.2 "Intellectual Property Rights" shall mean all intangible legal rights or interests evidenced by or embodied in (a) any idea, design, concept, technique, invention, discovery or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; (b) any work of authorship, regardless of copyrightability, but including copyrights and any moral rights recognized by law; (c) any trademark, trade name or service mark; and (d) any other intellectual property, proprietary or similar rights, in each case on a worldwide basis and including all goodwill pertaining thereto.

8.3 No Copying or Modification. Merchant shall not copy, reproduce, disassemble, translate, reverse engineer, modify, edit, adapt, publish, display, distribute, transmit, sell, sublicense, create derivative works or compilations incorporating, assign, transfer, rent, lease or unbundle the Platform or any part thereof, or grant any other person or entity the right or access to do so, except as expressly allowed by Lantern in writing.

8.4 During the course of performance of this Agreement, each party may disclose certain Confidential Information to the other party. The receiving party shall maintain the secrecy of all such Confidential Information and shall not use, disclose or otherwise exploit any Confidential Information for any purpose not specifically authorized by the disclosing party in this Merchant Agreement. All files, lists, records, documents, drawings, specifications, equipment and computer programs that incorporate or refer to any Confidential Information shall be returned, deleted or destroyed by the receiving party promptly upon termination or expiration of this Merchant Agreement.

8.5 "Confidential Information" shall mean all nonpublic information of any kind, whether written or oral, regarding either Party's business operations, including, without limitation, information concerning products, services, software, product development, Intellectual Property Rights, product pricing, product maintenance, business plans, strategies, service partners, affiliates, finances, operations, assets, suppliers, customers, donors, employees, contracts, systems and processes, whether such information is obtained before or after the effective date of this Merchant Agreement, through any means or source or from any officer, director, employee, member, advisor, consultant, contractor, agent or representative. Notwithstanding the foregoing, Confidential Information shall exclude information (a) available to the public other than by a breach of this Merchant Agreement; (b) rightfully received from a third party not in breach of a contractual, fiduciary or other obligation of confidentiality; (c) known to the party at the time of disclosure as evidenced by the written records at the time of disclosure; (d) independently developed by the party without reference to the Confidential Information as evidenced by written records at the time of development or disclosure; or (e) solely to the extent produced in compliance with any law or court order; provided, however, that the producing party gives reasonable notice as allowed by law that such Confidential Information is being sought by a third party, so as to afford the opportunity to limit or prevent such disclosure.

8.6 Remedies. Merchant agrees that a breach of this Section will cause Lantern irreparable injury and damage. Notwithstanding the arbitration provision contained herein, the parties expressly agree that Lantern shall be entitled to seek injunctive and other equitable relief to prevent such a breach, in addition to any other remedy to which Lantern might be entitled. The parties waive the posting of any bond or surety prior to the issuance of an injunction hereunder. All remedies for such a breach shall be cumulative.

9.1 Electronic Communications and Notices. You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from Lantern in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Lantern provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Merchant Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Merchant Account, and in Lantern's case, to Lantern Software, Inc., 11184 Antioch Rd. #157, Overland Park, KS 66210, with a copy to the attention of the Legal Department.

9.2 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under this Merchant Agreement due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.

9.3 Relationship of the Parties. The Parties are independent contractors. Nothing in this Merchant Agreement shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. Lantern is not a vendor or co-vendor of your goods and services.

9.4 Agreement. This Merchant Agreement, including all documents referenced herein and hereby expressly incorporated by this reference, constitutes the entire understanding between the Parties, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of this Merchant Agreement may be amended or modified except by mutual written agreement between You and Lantern. Notwithstanding the foregoing, Lantern may amend the terms of this Merchant Agreement by providing notice on its Platform of such upcoming changes to the terms of the Merchant Agreement and by subsequently changing the terms of the then-current Merchant Agreement on the Platform.

9.5 Interpretation. The section headings of this Merchant Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.

9.6 Invalidity of a Provision. If any provision of this Merchant Agreement should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of this Merchant Agreement shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by law, the purpose of this Merchant Agreement.

9.7 Waivers. One or more waivers of any covenant, term or condition of this Merchant Agreement by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

9.8 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under this Merchant Agreement without Lantern's prior written consent, and any attempt to do so shall be void and unenforceable. Lantern expressly reserves the right to assign or transfer any of its rights or delegate any of its obligations without your consent or authorization.

9.9 Successors and Assigns; No Third Party Beneficiaries. This Merchant Agreement shall be binding upon and inure to the benefit of You and Lantern and each's respective permitted successors and assigns. There are no third party beneficiaries to this Merchant Agreement, except as expressly set forth herein.

9.10 Availability of Services. Lantern will make every reasonable effort to make our Platform available at all times. However, due to the nature of computer software, hardware and the infrastructure (cell phone & data providers, physical telecommunication lines, etc), much of which we don't control, necessary to deliver our service we cannot guarantee that it will always be available.

9.11 Intellectual Property. You agree not to attempt to reverse engineer, sell, license or in any other way infringe upon any intellectual property owned or controlled by Lantern, including, but not limited to, our Platform.

9.12 Illegal Activities. You are strictly prohibited from conducting any illegal activities through our Platform. If we suspect that you are conducting, participating in or using our Platform for any illegal activity, we reserve the right to suspend or terminate your Merchant Account or deny any service to you. Lantern may also provide information about such activities and/or your Merchant Account to all applicable authorities upon such an event.

9.13 Identity. You are strictly prohibited from impersonating or representing that you are any one but yourself. You are prohibited from representing that you are or that you represent any business other than that/those for which you have legal authority to do so.

9.14 Billing. Current pricing and billing information will be located at http://www.lanternsoftware.com/pricing.htm. In the event that any information here conflicts with information on that page, this Merchant Agreement shall prevail. You agree that you are responsible for any charges incurred through your use of the Platform and agree to pay these charges according to our current pricing and billing information. You further agree to provide and keep current all billing information required by the Platform.

9.15 Changes to the Platform. Lantern and its service partners and affiliates reserve the right at any time without liability or prior notice to add, change or terminate any of the specifications, features, content or functions of the Platform (with the exception of Merchant Content except as otherwise provided pursuant to this Merchant Agreement).

9.16 Expenditures. You acknowledge and agree that any expenses you incur in furtherance of this Merchant Agreement are voluntary in nature and are made with the knowledge that this Merchant Agreement may expire or be terminated as provided herein. Merchant shall make no claim against Lantern or its service partners or affiliates, and Lantern and its service partners and affiliates shall not be liable with respect to the recoupment of any expenditures or investment made by Merchant.

9.17 Non-Competition. The parties agree that Merchant may acquire Confidential Information about Lantern and its service partners and affiliates, including, without limitation, information regarding the Platform and their Intellectual Property Rights, finances, prices, expenses, business negotiations, business techniques, business models, service partners, affiliates and subcontractors, partners and affiliates, as they may now exist or as they may be developed in the future. In recognition of the foregoing, Merchant (including any related or affiliated parties) shall not during the term of this Merchant Agreement, engage any other party to sell discounted Vouchers of Merchant online or provide services similar to the Deal services provided by Lantern and its service partners and affiliates via the Platform, without the prior written consent of Lantern.