SALES TAX DISCLAIMER

Qpay Inc. Payment Processing site is accessible in all fifty states and Puerto Rico. Each state has laws that may differ in terms of sales tax applicability. Products offered via the Qpay processing site including but not limited to *123 and PINS may be taxable in some states or jurisdictions depending on the location where these products are sold.

You shall be responsible for being in compliance with any and all applicable federal, state and/or other local laws and will be responsible for paying all applicable state and local taxes imposed on the distribution/sales of any applicable products. Qpay shall not be responsible for those taxes that you are legally required to pay or collect from such consumers at the point of sale. You shall provide Qpay with valid and appropriate resale tax exemption certificates and other similar documentation to demonstrate under applicable law that Products delivered under the executed Agreement to you or your customers are delivered for resale in the ordinary course of business and therefore not subject to sales or other applicable tax, if any, at the time of sale from Qpay to you.

Qpay reserves the right to pass on to you any federal excise tax and any and all government recovery fees which may be imposed or payable by virtue of the transactions hereunder. In such event, you will be responsible for the payment of same.

Qpay Inc. will not be held liable for the failure of any dealer to perform his obligations under the agreement signed to perform electronic transaction services. We make no representation that the information contained in this Site constitutes the laws that are appropriate for every location. Users who choose not to perform their own due diligence do so at their own initiative and are responsible for compliance with all applicable laws.

Governing Laws & Jurisdiction

Furthermore, by accessing the Qpay Payment Processing site you and your Company agree that all matters arising from or relating to the use and operation of this Site will be governed by the laws of the State of Florida, without regard to its conflicts of laws principles. You agree that all claims that may arise from or relating to the operation or use of this Site will be heard and resolved in the state or federal courts in Florida. You consent to the personal jurisdiction of such courts over it, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objections to proceeding in such courts.