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Effective date 01/4/2020

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These Merchant Fee's Agreement (the “Fee's Agreement”) govern and are incorporated into the Clinx Merchant Agreement between eDrink Solutions Ltd # 12809820 for the sake of this agreement forthwith referred to as ‘Clinx’ and Merchant (collectively, the “Agreement”). Clinx, subject to the provisions of this paragraph, may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by Clinx from time to time) will be available as part of the Clinx Merchant Newsletter. Merchant agrees that this notification method constitutes an adequate notice to inform Merchant of any amendments to the Agreement and Merchant further agrees to be bound by any such amendments to the Agreement upon such notification.

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Definitions

“MERCHANT OFFERING” means the goods to be provided by the Merchant, stated on the Voucher as presented by Clinx. Values determined by Merchant.

“MAXIMUM NUMBER OF VOUCHERS” means the maximum number of Vouchers Clinx is authorized to administer the sale of on behalf of the Merchant.

“MONTHLY MAXIMUM NUMBER OF VOUCHERS” means the maximum number of Vouchers Clinx is authorized to administer the sale of on behalf of Merchant each month after the Maximum Number of Vouchers has been sold.

“FULL OFFER VALUE” means the Amount Paid plus the Promotional Value.

“AMOUNT PAID” means the amount a purchaser pays for each Voucher.

“PROMOTIONAL VALUE” means the Full Offer Value less the Amount Paid.

“PROMOTIONAL VALUE EXPIRATION DATE” means the date stated on the Voucher when the Promotional Value expires.

“REMITTANCE AMOUNT” means the amount Clinx shall remit to Merchant for each Voucher, subject to the payment terms.

“WEEKLY TARGET” means the target sale of vouchers set to determine a reduction in % and increase in remittance amount.

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1. Amounts retained by Clinx from the proceeds of the Merchant Offering are compensation to Clinx for marketing, promoting, and advertising the Merchant Offering and distributing the Vouchers on behalf of Merchant. Merchant may retain the Remittance Amount in trust for the benefit of purchasers holding unredeemed Vouchers until Merchant delivers the Merchant Offering, refunds the holder of any unredeemed Voucher or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Clinx upon demand for refunds to purchasers.

2. Merchant agrees to all aspects of the “Merchant Fee’s Schedule” which govern and are incorporated into the Clinx Merchant Agreement between Clinx and Merchant (collectively, the “Agreement”) and may be updated periodically at the discretion of Clinx.

3. Clinx is authorized to initiate credit transaction entries to Merchant’s depository account at the depository financial institution named in this Agreement or as otherwise provided to Clinx by Merchant in writing (“Merchant Bank Account”). Only in the event of an error, Clinx is authorized to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant hereby acknowledges that Clinx’s origination of all transactions to Merchant Bank Account must comply with provisions of Israeli. law. Payments take up to seven (7) business days to become available in the Merchant Bank Account after processing.

4. Clinx billing cycle for Merchant will occur either monthly or bi-weekly at Clinx’s discretion.

5. Merchant will not attempt to bill or collect reimbursement from any third-party payor, including but not limited to any insurer, health insurance plan, Medicare, Medicaid, or any other federal, state, provincial, territorial or local governmental program or entity (“Third-Party Payor”), for any of Merchant’s services. Merchant will accept the amounts received from Clinx as payment in full for all services provided by Merchant delivered pursuant to the Merchant Offering. Merchant is solely responsible for complying with any contractual requirements imposed by its contracts with Third-Party Payors, including but not limited to requirements related to offering discounted services.

6. Tax Levy. In the event Clinx receives written notice of a validly issued tax levy relating to past-due taxes owed by Merchant, Clinx may, in accordance with applicable law, deduct any such amounts from payments due to Merchant.

7. Taxes Generally. It is Merchant’s responsibility to determine what, if any, taxes apply to the payments Merchant makes or receives, and it is Merchant’s responsibility to collect, report and remit the correct tax to the appropriate tax authority. Clinx is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or Clinx, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchant may be asked to provide Clinx with a valid Tax Identification Number for tax reporting purposes. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in connection with the Merchant Offering and pursuant to the terms and redemption of the Voucher, and shall be responsible for paying any and all sales, use or any other taxes related to the Merchant Offering or the goods and services.

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