EFFECTIVE DATE: JULY 1, 2013

ZISTLE PAY SERVICES AGREEMENT

PLEASE READ CAREFULLY – THIS IS A BINDING CONTRACT

THIS ZISTLE PAY SERVICES AGREEMENT ("AGREEMENT") SETS FORTH THE TERM AND CONDITIONS OF YOUR USE OF THE PAY SERVICES PROVIDED BY ZISTLE LLC ("ZISTLE"). THIS AGREEMENT INCORPORATES BY REFERENCE THE ZISLTE WEBSITE TERMS OF SERVICE (“WEBSITE TERMS”) AND THE ZISTLE WEBSITE PRIVACY POLICY (“PRIVACY POLICY”) POSTED AT WWW.ZISTLE.COM (THE "ZISTLE SITE").

BY MARKING THE "ACCEPT" CHECKBOX ON THE ORDER WEBPAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Services and Payment Terms. In exchange for your payment of the fees set forth on the Zistle services order webpage (the “Order Webpage”), Zistle will provide the web based services described on the Order Webpage (the service you elect to purchase shall be referred to as the "Services"). The Services shall be provided at the fee set forth on the Order Webpage (the “Services Fee”). The Services Fee (and all applicable sales, use or value-added taxes) shall be paid by you by credit card, debit card or PayPal. You shall provide Zistle with that credit card, debit card or PayPal account information required by Zistle to accept payment of the Services Fee. You hereby authorize Zistle to use such information to debit, credit or authorize, as applicable, your credit card, debit card or PayPal account for payment of the Services Fee. In addition to any other rights granted to Zistle herein, Zistle reserves the right to suspend or terminate this Agreement and your access to the Services if Zistle is unable to use your credit card, debit card or PayPal account information for payment of the Services Fee. Except to the extent that Zistle terminates this Agreement for convenience, as permitted in Section 3 below, if this Agreement is terminated, Zistle will have no obligation to refund or issue a credit of the Service Fee (on a pro-rata basis or otherwise) to you related to the remaining portion of the Services term.

2. Licenses. Subject to the provisions of this Agreement, Zistle grants to you a non-exclusive, non-transferable, limited license to access and use the Services. Except for the license granted in this Section, all right, title and interest in and to the Services shall remain with Zistle and its licensors. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service; (b) modify or make derivative works based upon the Services; (c) create Internet "links" to the Services or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (e) attempt to gain unauthorized access to the Services or its related systems or networks.

3. Changes to this Agreement. You agree that we may amend the terms and conditions of this Agreement, or the Website Terms or the Privacy Policy, at any time by posting a revised version of the Agreement, Website Terms or Privacy Policy on the Zistle Site. Any revised terms will become effective after we post them to the Zistle Site or, if we provide you a click-through or other means of accepting the revised terms, upon your acceptance. By continuing to use the Services after the revised terms become effective, you agree to be bound to the revised terms.

4. Term and Termination. This Agreement is effective when you click on the “ACCEPT” button and will continue in effect during the term you have selected on the Order Webpage, unless terminated at an earlier date by Zistle in accordance with this section. Zistle may terminate this Agreement, and your access to the Services, if you fail to cure a breach of this Agreement within thirty (30) days of the date of Zistle’s notice of such breach. In addition, Zistle may terminate this agreement upon sixty (60) days written notice to you for any reason. The following sections of the Agreement shall survive termination of this Agreement: 1, 4, 7, 8, 9 and 10.

5. Content Submissions. To use the Services you will have to submit to Zistle certain “Content”, as such term in is defined in the Website Terms. You hereby grant to Zistle the royalty-free, world-wide, perpetual, non-exclusive, irrevocable, transferable license to use, reproduce, publish, distribute and display such Content in conjunction with the provision of the Services. In addition to such license granted to Zistle, the parties’ respective rights and obligations to the Content shall be further subject to the terms and conditions of the Website Terms and the Privacy Policy.

6. Warranties. Zistle represents and warrants that it has the legal right to enter into this Agreement and to perform the Services. You represent and warrant that you have the legal right to enter into this Agreement and that the Content and your use of the Services do not violate the terms of this Agreement or the Website Terms.

7. Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ZISTLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ZISTLE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. PLEASE KEEP IN MIND THAT ANY VALUATIONS PROVIDED ON THE ZISTLE WEBSITES ARE ESTIMATES ONLY. IT WILL BE YOUR OBLIGATION TO INDEPENDENTLY VERIFY ALL VALUES PROVIDED ON THE ZISTLE WEBSITE.

8. Indemnification. You agree that you will indemnify and defend Zistle from and against any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from: (a) your use of the Services; (b) claims that the Content infringes any intellectual property, privacy, publicity, contractual or property rights of any third party; or (c) your breach of this Agreement or violation of any law, rule or regulation through your use of the Services.

9. Limitation of Liability. ZISTLE SHALL NOT BE LIABLE TO YOU FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZISTLE’S LIABILITY TO YOU FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO ZISTLE FOR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

10. Miscellaneous. You may not assign or otherwise transfer, including by operation of law, any of your rights or obligations under this Agreement without Zistle's prior written consent. Zistle will be entitled to equitable relief, including injunctive relief without the posting of any security, to prevent any breach or continuing breach of this Agreement or any infringement or continuing infringement of any intellectual property or other proprietary rights. This Agreement will be governed by and interpreted under the laws of the s tate of Minnesota, without reference to any choice of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This Agreement shall be drafted and construed in English. Les parties aux présentes ont exigé que le présent contrat soit rédigé en langue anglaise. Any dispute arising out of or in connection with this Agreement will be resolved in the federal or state courts located in Hennepin County, Minnesota. All notices under this Agreement will be in writing and will be effective only if delivered, if to Zistle, at legalnotices@zistle.com, and if to you, to the e-mail address that you provided when registering for the Services. No waiver of any provision of this Agreement will be binding unless it is in writing. Except as otherwise provided herein, this Agreement may be amended only by a written document signed by both parties. If any provision or part of any provision contained in this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions or portions thereof, will not be in any way affected or impaired thereby. This Agreement constitutes the sole and entire agreement between the parties regarding the Services. Solely as it relates to the Services, in the event of a conflict between the terms of this Agreement, the Website Terms and the Privacy Policy, the terms of this Agreement shall prevail. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Zistle and any user.