Onager Group, LLC Payments User Agreement

Updated October 14, 2007

BY REGISTERING FOR OR USING THE ONAGER GROUP PAYMENTS SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.

This User Agreement (the "Agreement") is an agreement between you and Onager Group, LLC., ("we", "us", "our", "Onager Group" or "Moneyweblink.com") and applies to your use of our payment processing service and any related products and services (collectively the "Service"). Our Service is a payment processing service that gives you the ability to transmit to and receive payment from anyone with an Onager Group Payments Account using Internet or mobile based services and applications (an "Application").

The Agreement applies whether you access the Service through an Application of a third party (such as a website) or one owned or controlled by us or any entity controlled by, in control of, or under common control with us (an "Affiliate"), including without limitation "moneyweblink.com".

This Agreement applies to your use of the Service whether you are a sender or recipient of payments or you initiate payments on behalf of a sender or recipient. It explains our and your respective legal rights and obligations concerning all aspects of our relationship, including without limitation our maintenance of account balances, transaction limits and other account restrictions, your consent to receive electronic notices, and our mutual agreement to exclusively use mandatory arbitration for the resolution of disputes. In addition to the terms of this Agreement, you agree to the terms of the policies, notices, procedures, guides and guidelines that are provided to you, appear on the Site or are referenced in this Agreement (collectively, the "Policies").We may modify the terms of this Agreement (including any Policy) or the features of the Service at any time. We will post the amended Agreement and/or Policy to our Site and send a notice of changes to the electronic address under your profile (e.g., e-mail or SMS message sent using your mobile device).
Any such change in terms will be effective upon posting to our Site or when otherwise communicated to you (whichever is earlier). Any "Material Change" to this Agreement will be effective thirty (30) days from the date of posting. A "Material Change" is limited to any change that involves an increase in fees or liability for you. You will be deemed to accept (a) any Material Changes if you use the Service after the 30-day notice period, and (b) any other changes if you use the Site or Service after the posting of the new terms. If you do not accept a change to this Agreement or feature of the Service, your sole remedy is to contact us and close your account. You are at all times responsible for reading and understanding each version of this Agreement (including our Policies).

1. Registration

1.1 Eligibility. To use the Service, you must register and create an account (Payment account) with us by providing complete and accurate registration information. If you are an individual, be at least 18 years old or, if you represent a business, be duly authorized to enter into this Agreement on behalf of the business. We treat all activities under a Payment Account to be those of the registered user. You must update registration information promptly upon any change. We reserve the right to refuse to provide or discontinue the Service to any person or entity at any time for any reason.

1.2 Creating Accounts.

1.2.1 Registration. Your Payments Account is linked to your Onager Group Account. To create a new Payment Account, you must complete the registration process for new users by entering all of the required information. You may be required to provide additional information based on your account type. A new Onager Group Account will be established in your name with the same e-mail address and password you provide to us.

1.2.2 Account Types.

Two types of Payments

Accounts are available through the Service, Personal Accounts and Business Accounts. Personal Accounts are intended for use by individuals. Personal Accounts are eligible to (a) hold balances, (b) receive payments funded to user account balance. Business Accounts are intended for commercial and business use. A Business Account has the same features of a Personal Account but also is eligible to receive credit card payments.

1.3 Verification. To be eligible to use our Service, we require you to provide complete registration information to verify your identity as a condition of providing the Service to you. Such information include copy of your passport, other identification, a verified bank account, or other financial, business or personal information. We may make any inquiries we consider necessary to validate information that you provide to us. While we may take steps to verify the identity of our users, we cannot and do not guarantee any user's identity. You are solely responsible for providing us with an authentic information.

1.4 Your Electronic Address, User Name and Password.

Your electronic address will be used for communications with you and your user name and a password that you select will be used to access our Client Control Panel . You are solely responsible for maintaining the secrecy and security of your password and user name and for any use of or action taken under your password with the Service. You should not disclose your password to any third party (other than third parties authorized by you to use your account). If your password s compromised, you must change your password immediately and notify us immediately to avoid unauthorized use of your Payment Account.

2. Your Payment Account

2.1 Our Role. Except for our limited role in processing payments that you authorize, we are not involved in any underlying transaction between you and your Payer. We are not a bank and do not offer banking services. We have no control over the quality, fitness, safety, reliability, legality, or any other aspect of your Payer. Except for our express obligations under this Agreement, you are solely responsible for the transactions that you authorize directly with your Payer.

2.2. Your Authorization. By registering for the Service, you authorize us to receive, hold, and disburse funds on your behalf in accordance with your payment instructions (subject to the terms of this Agreement and our Policies), provided to us directly. You acknowledge that (a) we are acting on your behalf solely to collect, administer and maintain funds as part of your Payment Account, (b) we may use the services of one or more third party, processors and/or financial institutions to provide the Service and process your transactions (each a "Processor"), and (c) no partnership, joint venture, employee-employer, franchisee-franchiser, creditor-debtor, escrow, or other fiduciary relationship is intended or created by the establishment of the Payment Account or this Agreement. When your Payer sends (NEEDS AN S ON THE END) a payment, you remain the owner of those funds excluding our commission. After your payment clearing we transfer those funds to your bank account or hold those funds on your behalf by your request.

2.3 Your Payment Account Balances. Any payment received on your behalf will automatically appear in your Moneyweblink Report. When you carry a Balance, your funds will be co-mingled and held in one or more pooled accounts at one or more FDIC-insured banks by us on your behalf and for the benefit of you. U.S. dollar balances held in the Pooled Account are eligible for FDIC pass-through insurance, meaning that your Balance may be FDIC insured up to $100,000 (or such other amount as determined by applicable law). We have sole discretion over the establishment and maintenance of any Pooled Account. We will hold the funds associated with your Payment Account separate from our corporate funds, will not use your funds for our corporate purposes (including without limitation the granting of any security or similar interest), will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit our creditors to attach the funds. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Service, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve Account (described below).

2.4 Dormant Accounts.

If there is no activity in your Payment Account (including without limitation access or payment transactions) for at least (DELETE LETTER T) six (6) months, consecutively, and you are currently holding a Balance, we will notify you by sending an e-mail to your registered e-mail address and give you the option of keeping your Payment Account open and maintaining the Balance or withdrawing the Balance. If you do not respond to our notice within thirty (30) days, we shall transfer your funds to your bank and close your Payment Account.

2.5 Acceptable Use.

You will all times adhere to all applicable laws, rules, and regulations applicable to your use of the Service, including without limitation our Acceptable Use Policy. Without limiting the foregoing, you may not act as a payment intermediary, aggregator or service bureau or otherwise resell the Service on behalf of any third party, including without limitation the handling, processing, and transmission of funds for any third party. We may inspect your Payment Account for any reason, including without limitation to investigate any alleged violation of this Agreement, our Policies or any third-party complaints. In the event that we determine in our sole and reasonable discretion that your conduct or actions (including without limitation your employees) are objectionable, unlawful, potentially infringing, or otherwise in violation of this Agreement (including our Policies), we may take any action that we deem appropriate and reasonable under the circumstance to protect our systems, facilities, users, and/or third parties. Such corrective action includes, but is not limited to: (a) issuing a warning; (b) immediately suspending or terminating the Service; and (c) restricting or prohibiting access to your Payment Account. Subject to applicable law, we may access, use, and disclose transaction information about your use of our Service or your Payment Account (including without limitation any transfers to your Payment Account) to:

(1) comply with the law (e.g., a lawful subpoena);
(2) to enforce or apply our agreements with you;
(3) initiate, render, bill, and collect for our Service;
(4) protect our rights or property; or
(5) protect users of our Service from fraudulent, abusive, or unlawful use of our Service.

3. Your Payment Transactions

3.1 Authorization.

You authorize us, our Affiliates, and Processors and agents acting on their behalf, to (a) debit or credit your Balance, or Bank Account listed in your Payment Account or (b) generate a paper draft or an electronic funds transfer, to process payment transactions that you authorize and collect any fees or amounts that may be owed under this Agreement.In the event there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your Payment Account or Bank Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit the Bank Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other Bank Account or payment instrument that you have on file with us (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from your Balance). Your authorizations will remain in full force and effect while you maintain your Payment Account with us and for any Bank Account listed.

3.2 Funding Sources.

3.2.1 Physical Checks and Bank Transfers.

A balance in your Payment Account may be fund by physical check or electronically by transferring money from a valid checking, savings or other ACH-enabled bank account at a financial institution in the United States. Check clearing and Funds transfers usually take three to four business days to complete. You may be charged a return fee for any check or ACH debit transfer request that is rejected by the holding financial institution for any reason (a "Return Fee"). Applicable Return Fees are listed in the Fee Schedule. We do not accept cash and money orders.

3.3 Payment Privileges.

Your transactions may be affected by several factors, including without limitation our assessment of the risk associated with your Payment Account, where you live, the personal information you provide, our ability to verify your personal and payment information, and applicable laws and regulations, including without limitation the U.S.A. Patriot Act, the Bank Secrecy Act, and the regulations of the Office of Foreign Assets Control. We may require evidence of your identity before permitting you to send, receive, or withdraw funds from your Payment Account. You should understand the restrictions that may apply to you before establishing a Payment Account. Once you have established a Payment Account, you may access "Your Reports" on the Site to see the specific rights and limits that apply to you. We may delay, suspend or reject a transaction if we suspect the transaction is unauthorized, fraudulent, suspicious or otherwise unusual based on prior transaction activity and application of our internal fraud controls.

3.3.1 Receiving Funds.

Your funds shall be transfered only to bank accounts specified by you in the Banking Info Form. If a payment is denied or unclaimed by your bank, the funds shall be returned to the sender (less applicable fees). We are not liable to any person for any damages associated with any unaccepted payment.

3.4 Availability of Funds.

Funds for any given transaction will not be available until the transaction is deemed complete. As applicable, transactions will be deemed complete when we have received or sent the funds and we or the designated financial institutions have accepted the transaction or funds.

3.5. Receipts: Electronic Statements.

When a deposit, payment, or withdrawal is authorized to or from your Payment Account, we will update your account activity on your Account Report. You should print or otherwise store a copy of these for your records.

3.6 Records.

Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your Payment Account and your use of the Service, and (b) reconciling all payment activity to and from your Payment Account and all other transactional information that is associated with your Payment Account. Upon the termination of this Agreement for any reason, we will have no obligation to you to store, retain, report, or otherwise provide any copies of, or access to, any records, documentation or other information in connection with any transactions submitted through the Service.

3.7 Unauthorized Transactions.

You are solely responsible for reviewing your account activity under the "Your Account" area of our Site and transaction confirmations when you use the Service, and for otherwise monitoring your Payment Account for any erroneous or unauthorized transactions. If you believe that there is an error or unauthorized transaction or activity associated with your Payment Account, you should contact us immediately. Our liability and your rights for erroneous or unauthorized transactions or activity associated with your Balance or Bank Account registered in your Payment Account are governed by our Unauthorized Transactions Policy.

4. Payment Terms

4.1 Our Fees.

You agree to pay the applicable fees listed on our Fee Schedule ("Fees") whenever you use our Service either directly with us or our Affiliates. Subject to the terms of this Agreement, we reserve the right to change our Fees. All Balances and all fees, charges, and payments collected or paid through the Service are denominated in U.S. currency. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance in your Payment Account. If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your Payment Account. Your failure to fully pay amounts that you owe us on demand will be a breach of this Agreement. You will be liable for our costs associated with collection in addition to the amount collected, including without limitation attorneys' fees, court costs, collection agency fees, and any applicable interest.

4.2 Taxes.

You are responsible for determining any and all taxes and duties. We and our Affiliates are not obligated to determine whether Taxes apply and are not responsible for collecting, reporting, or remitting any Taxes arising from any transaction.

5. Termination

5.1 Your Rights.

You may terminate this Agreement by closing your Payment Account at any time. Upon closure of a Payment Account, any pending transactions will be cancelled. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, shall be transferred to registered bank account. You will remain liable for all obligations related to your Payment Account even after it is closed.

5.2 Suspension or Termination by Us.

We may suspend or terminate the Service, for any reason at any time without prior notice to you. Termination of the Service will result in the closure of your Payment Account and termination of this Agreement. Without limiting the foregoing, we may suspend the Service and access to your Payment Account (including without limitation the funds in your Payment Account) if (a) you have violated the terms of this Agreement (including any Policy), (b) any transactions in your Payment Account are deemed to be suspicious, fraudulent, or unlawful, (c) you pose an unacceptable credit or fraud risk to us, (d) you provide false, incomplete, inaccurate, or misleading information (including without limitation any registration information) or otherwise engage in fraudulent or illegal conduct, or (e) we are unable to verify information that you provide to us or that we obtain from third parties. We will not be liable to you or any third-party for any termination or suspension of the Service or access to your Payment Account.

5.3 Effect of Termination. We will not be liable to you for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Service, or for any termination or suspension of the Service. Any termination of this Agreement does not relieve you of any obligations to pay any Fees or costs accrued prior to the termination and any other amounts owed by you to us as provided in this Agreement.

6. Privacy

6.1 Our Policy.

The collection, use, and disclosure of information associated with your use of the Service are disclosed in the Onager Group Payments Privacy Notice. You should review our Privacy Notice to understand how we handle personal information associated with your Payment Account.

7. Representations and Warranties

7.1 By you.

You represent and warrant to us that: (a) you are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement; (b) you will not use the Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service.

7.2 Disclaimer.

THE SITE AND SERVICE ARE PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICE OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT; (B) THAT THE SITE, SERVICE, OR ANY APPLICATION WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE.

8. Limitation of Liability.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICE, (INCLUDING THE INABILITY TO USE THE SERVICE), ANY APPLICATION USING OUR SERVICE, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF US OR OUR AFFILIATES (AND OUR AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY, OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
In no event will we be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, regardless of whether the failure or delay is caused by an event or condition beyond our control.

9. Indemnity

You will indemnify and hold harmless us and our Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of our Policies or Association Rules; (b) your wrongful or improper use of the Service; (c) your failure to comply with any applicable laws and regulations in connection with your use of the Service.

10. ARBITRATION NOTICE; Governing law;

VenueThe Service and Site are arranged, sponsored, and managed by us and our Affiliates in the State of Texas, USA. The laws of the State of Texas govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions will be submitted to confidential arbitration in San Antonio, Texas, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of Texas, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this Agreement will be conducted under the applicable rules then prevailing of the American Arbitration Association. The arbitrator's award is binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement may be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

11. General Provisions

11.1 Electronic Notices and Your Consent.

We communicate with you via your registered electronic address (e-mailing). By registering for the Service and accepting the terms of this Agreement, you affirmatively consent to receive notices electronically from us (your "Consent"). You agree that we may provide all communications and transactions related to the Service and your Payment Account, including without limitation agreements related to the Service, amendments or changes to such agreements, disclosures, notices, transaction information, statements, policies (including without limitation notices about our Privacy Notice). All Communications by us will be sent via e-mail, (b) by providing access to a Website that we designate in an e-mail notice to you, or (c) posting to our Site. All Communications will be deemed to be in "writing" and received by you when sent to you. You are responsible for creating and maintaining your own records of such Communications. You must send notices to us at the designated e-mail address(es) on the Site or through the submission forms in the User Control Panel. We reserve the right to discontinue or modify how we provide Communications. We will give you prior notice of any change. Your continued Consent is required to use your Payment Account. To withdrawal your Consent, you will need to close your Payment Account.

11.1.1 Requirements.

To access, view, and retain Communications, you must have a computer with a JavaScript enabled latest Internet browser that supports 128-bit encryption and access to a personal, active e-mail account. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. We will give you prior notice if we make a change to the requirements for receiving Communications.

11.1.2 Updating Your Information.

As with all information that you provide to us for your Payment Account, it is your responsibility to ensure that your bank account, phone number and e-mail address are accurate and remain current. To ensure that we are able to provide you with important Communications, you must update us with any change in your e-mail address.

11.2 Entire Agreement.

This Agreement, including without limitation the Policies and the general terms and conditions of the Site, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of this Agreement. Except as expressly provided above, no modification or amendment of this Agreement will be binding on Onager Group, LLC unless set forth in a writing signed by us.

11.3 Assignment.

You may not assign or transfer any rights, obligations, or privileges that you have under this Agreement without our prior written consent. Subject to the foregoing, this Agreement will be binding on each party's successors and permitted assigns.

11.4 Severability.

If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement and the rest of the Agreement remains in full force and effect.

11.5 No Waiver.

We will not be considered to have waived any of our rights or remedies, or portion of them, unless the waiver is in writing and signed by us. Our failure to enforce the strict performance of any provision of this Agreement (including any Policy) will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of this Agreement (including any Policy).

11.6 No Agency.

Except for the limited purposes described in this Agreement, nothing in this Agreement is intended to or does create any type of joint venture, partnership, or employer/employee relationship between you, Onager Group or its affiliates.