TERMS AND CONDITIONS

The submission of information to, and use of, the business listing service ("Service") available through the websites owned and operated by GRASP Business Brokers Inc. which include but is not limited to: “MerchantPortfolios.com” http://www.merchantportfolios.com, “ATMPortfoliosForSale.com” http://www.atmportfoliosforsale.com, and “ResidualsForSale.com” http:// www.residualsforsale.com is subject to the following terms and conditions. BY SUBMITTING INFORMATION to, or accessing information from, the Service, YOU, the end user customer ("Customer") AGREE TO THE FOLLOWING TERMS AND CONDITIONS. These Terms and Conditions are a legal agreement between you and the GRASP Business Brokers Inc. ("Company").

If you do not agree to these Terms and Conditions, do not submit information to, or access information from, the Service. All questions concerning this Agreement should be directed to: Managing Partner, GRASP Business Brokers Inc., 535 Worcester Road, Framingham, MA 01701, United States of America. Company may update these terms and conditions at any time and without notice. The latest version of the terms and conditions is available on the GRASP Business Brokers Inc. affiliate websites at http://www.merchantportfolios.com, http://www.atmportfoliosforsale.com, and http:// www.residualsforsale.com.

GENERAL PROVISIONS

Company Communication

Company utilizes email as a vital and primary communication channel with customers. As a registered user, Customer hereby acknowledges and grants Company permission to communicate with customer via email (as well as other communication channels such as phone and fax) for any purpose Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. Company will use best efforts to honor Customer’s request to opt out of marketing messages, but under no circumstances will Company have any liability for sending any email to its registered users/customers. Customer acknowledges and agrees that certain Customer information (specifically Customer name, company, telephone number, and email address) shall be provided to and shared with other Customers pursuant to the Service provided by Company. Company assures customers that under no circumstances will it knowingly share any Customer information with any non-registered third party.

Customer Privileges

Customer privileges are granted by Company to individuals exclusively and are granted specifically to the registered member only. Individual user rights cannot be assigned, sublicensed, distributed, shared, viewed, accessed, or otherwise transferred to anyone without the express written permission of Company. Company requires that each registered user maintain a valid email address or Member ID and a password, which shall be utilized for logging on to the Company system. Customers are not permitted to share their individual logon information with others. Company has the right to refuse service to any member that refuses to abide by the terms and conditions herein or abuses their rights related to the Company service.

Submission and Administration of Listings

Customer agrees not to submit any business descriptions, financial, contact or other information contained in each business's data to Company unless Customer has received all necessary rights and authorizations. The Company may, in its sole discretion but without any obligation to search for such, remove a business listing ("Business" or "Listing") that is alleged to have been submitted in violation of this provision. In addition, the Company may require additional evidence of compliance with this provision from Customers who are alleged to have submitted businesses or other information in violation of this Agreement. Each listing purchased by Customer from Company is permitted for one business for sale opportunity/entity, and may not be changed or edited in an attempt to sell a different business entity. The Company will, in its sole discretion, terminate the accounts of, and refuse service to, any Customer who repeatedly or knowingly violates this Agreement. Additionally, the Customer agrees to allow the Listing, or any part of it, to be searched, displayed, accessed, downloaded, copied, and otherwise referred to by the Company websites. The Company shall have the sole authority to choose the manner in which any Business will be searched, displayed, accessed, downloaded, copied, and otherwise used on the Company websites and Company shall have the right to modify the business listing in the exercise of its rights under this Agreement. Customer (a) represents and warrants that all Businesses and associated information provided by Customer will be accurate; (b) agrees that Customer will not permit the posting of a business on the Company system under a name other than the named licensed business agents that have been engaged by the business owner to market the business under the terms of a duly executed listing agreement with the owner; (c) agrees to administer the Listings provided by Customer and maintain their accuracy at all times. Company reserves, in a manner consistent with reasonable commercial business practices, the right to remove all or any part of the Listings posted on the Company websites. Company accepts no responsibility for checking the accuracy of reports or data files submitted by Customer. While Company shall take all reasonable efforts for data backup and business resumption, Customer will be solely responsible for retaining back-up copies of all information and other materials it provides to the Company.

Use of Information

Customer agrees to treat all information obtained from the Service, including business listings, business broker directory, valuation reports, and any other information otherwise made available to Customer in the Service (individually and collectively, the “Content”) as proprietary to Company. Customer agrees that Content reserved for members will be maintained as confidential and shall be protected as a trade secret of Company. Company does not ensure the accuracy of, endorse or recommend any Content and Customer uses such Content at the Customer's own risk. Customer may access the Content solely to obtain initial information from which further evaluation and investigation may commence. Customer shall limit access to and use of Content to personal and internal use, and shall not use Content obtained from the Service for further distribution, publication, public display, or preparation of derivative works or facilitate any of these activities in any way. Customer shall not use or reproduce Content obtained from the Service for or in connection with any other listing service or device. Customers violating these specific terms, specifically those customers searching the Service in an abusive or excessive manner, by automated or manual means, shall be subject to immediate termination of their membership.

Payment Terms

Customer agrees to pay for all products ordered through the Company websites, or via the Company client services personnel (“Client Services”) using the payment method indicated and provides Company express authorization to charge said fees to their payment provider. Fees owed depend on the specific type and quantity of Company products, services, information, or deliverables (collectively "Deliverables") ordered. Payment of fees shall not be contingent on any events other than the delivery of the ordered Deliverables. Any attorney fees, court costs, or other costs incurred in collection of delinquent undisputed amounts shall be the responsibility of and paid for by Customer. If payment is not current, Company may immediately cease to provide any and all Deliverables to the customer. The fees paid for monthly subscriptions are non-refundable, regardless of whether the subscription is terminated prior to the end of the month. Fees paid for business listings, Tokens, and other products are not refundable. No partial month refunds will be provided. Customer may cancel their Company product membership by contacting us only by email (http://www.merchantportfolios.com/contactus.php). All cancellation requests will be processed within two (2) business days, and a cancellation confirmation will be emailed to the email address on record for the account. The membership will be deactivated at the end of the current billing term. Company reserves the right to change its fees or billing methods at any time. Company will provide timely notice to the affected Customers of any such changes. It is Customer's responsibility to promptly provide Company with any contact or billing information changes or updates (including email address, credit card numbers, etc.).

Unsolicited Commercial Email (Spam)

Company prohibits the use of our system or its tools to generate or send unsolicited commercial email (spam). Customers may not use the email services that Company offers to send spam (i.e. unsolicited commercial email) or otherwise send content that would violate these Terms and Conditions. Company has the right to revoke the privileges of any customer or company that breaches these terms.

Ownership and License Grant

Company retains all rights (including Intellectual Property Rights, as defined below), title and interest in the Company websites and all underlying technology and data including any enhancements and improvements thereto as a result of providing the Deliverables hereunder. Customer will not and will not allow others to: reverse engineer, decompile, disassemble, merge, copy, use, disclose, sell or transfer the underlying source code or structure or sequence of Company's technology or delete or alter author attributes or copyright notices. Customer shall use the Company system solely for their own use and shall not allow others to use the Company system under or through that Customer's login ID/email and password.

Intellectual Property Rights means all intellectual property rights (throughout the universe, in all media, now existing or created in the future, for all versions and elements, in all languages, and for the entire duration of such rights) arising under statutory or common law, contract, or otherwise, and whether or not perfected, including without limitation, (a) all rights associated with works of authorship including without limitation copyrights, moral rights, copyright applications, copyright registrations, synchronization rights; (b) rights associated with trademarks, service marks, trade names, logos, trade dress, and the applications for registration and registrations of trademarks and service marks; (c) rights relating to the protection of trade secrets and confidential information; (d) rights analogous to those set forth in this definition and any and all other proprietary rights relating to intangible property; and (e) divisions, continuations, renewals, reissues, and extensions of the foregoing (as and to the extent applicable) now existing, later filed, issued, or acquired.

Limitation of Liability and Indemnification

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, OR INTERRUPTION OF BUSINESS) ARISING OUT OF THIS AGREEMENT. Customer's exclusive remedy and Company's entire liability under this Agreement shall be a refund to Customer of the fees paid to Company hereunder, and in no event will Company's liability for any reason exceed such fee. Company (and its officers, directors, employees and agents) shall not be liable for any damages whatsoever arising from Customer's use of the Deliverables, and Customer shall indemnify Company (and Company's officers, directors, employees and agents), and hold each of them harmless from and against any and all costs, damages or losses by any of them (including, without limitation, reasonable attorneys' fees) as a result of a claim by any person other than Customer arising from Customer's use or application of the Services or the Deliverables.

Warranty Disclaimers

THE LISTINGS AND SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO PROMISES, REPRESENTATION OR WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LISTINGS OR SERVICE, INCLUDING THEIR ACCURACY, OPERATION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, OR THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, AND COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE AND, UNDER THE LAW OF THE UNITED KINGDOM, THE IMPLIED CONDITIONS OF SATISFACTORY QUALITY AND ACCEPTANCE AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE ABOVE AND OTHER IMPLIED OR STATUTORY WARRANTIES.

Other Rights of Company

Customer agrees that Company shall have the right to use Listings and other information submitted to it for any purpose, including without limitation for publication of all or part of such Listing on the Internet for unrestricted use by Company customers and partners. Company shall have sole authority to choose the manner in which any Listing will be received, displayed and used by the Service, and reserves the right to remove all or any part of a Listing or refuse Services to anyone at any time in its sole discretion. Company shall have no obligation to (i) resolve disputes among users of the Service; or (ii) monitor or verify the accuracy or proper use of the Listings. Company reserves the right to modify or change any and all terms and conditions at any time. The most current copy of these terms and conditions will be posted and available for review on Company's corporate web site at http://www.merchantportfolios.com/terms.html.

Listing Restrictions

Customer acknowledges that business listings will only be added to the Company website if all contacts added to that listing are also subscribing individual members. All listings must be added in accordance with the Submission and Administration of Listings terms, as above. Company reserves the right to remove listings that are in violation of the Submission and Administration of Listings terms. Company reserves the right, in its sole discretion, to remove any listing from the Service.