Gift Cards

These Merchant Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Detour Maps Agreement between Detour Maps and Merchant (collectively, the “Agreement”). Detour Maps, 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 Detour Maps from time to time) will be available: as part of the Detour Maps Merchant Newsletter and email. Merchant agrees that these notification methods constitute 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.

Definitions:

MERCHANT OFFERING means the goods and/or services to be provided by the Merchant, stated on the “CODE CARD”-eGift Card-last chance eGift Card- as presented by Detour Maps. Values determined by Merchant. Last Chance eGift Cards only will be determined by Detour Maps. In addition to a minimum charge of $2.99 per transaction which will be applied to each e-Gift Cards or CODE CARD purchase, this charge will cover the miscellaneous charges of financial institutions, processing cost, electronic commerce services, storage and security certification, brand services with multi-purpose available for mobile, tablet and desktop devices, promotions, management, design and out of the box formats for print and digital strategy distribution channels.

MAXIMUM NUMBER OF “CODE CARD” means the maximum number of “CODE CARD”-eGift Card-last chance eGift Card- Detour Maps is authorized to administer the sale on behalf of the Merchant.

MONTHLY MAXIMUM NUMBER OF “CODE CARD” means the maximum number of “CODE CARD”-eGift Card-last chance eGift Card- Detour Maps is authorized to administer the sale on behalf of Merchant each month after the Maximum Number of “CODE CARD” has been sold.

FULL OFFER VALUE means the total Amount Value.

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

PROMOTIONAL VALUE means the Full Offer Value - the Amount Paid.

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

REMITTANCE AMOUNT means the amount Detour Maps shall remit to the Merchant for each “CODE CARD”-eGift Card, subject to the payment terms.

FINE PRINT means the conditions and restrictions concerning “CODE CARD”-eGift Card-last chance eGift Card- redemption from the Merchant Offering stated on the Website and “CODE CARD”.

Detour Maps is authorized to promote and sell “CODE CARD” on Merchant’s behalf subject to the terms of this Agreement and the “Terms of Sale” of the Website. The “CODE CARD”- eGift Card - last chance eGift Card will evidence the Merchant Offering and will be sent to the purchaser and merchant electronically once payment is received. The purchaser will then redeem the “CODE CARD”- eGift Card - last chance eGift Card- with the Merchant by presenting the mobile electronic shop-text-21-2

Detour Maps is authorized to promote and sell “CODE CARD”- eGift Card - last chance eGift Card- on Merchant’s behalf through any platform, including newsletter, combine printing + digital campaigns, business partner network, marketplace, or referral network. The “CODE CARD”- eGift Card - last chance eGift Card- may be offered to all or part of Detour Maps subscriber base or its affiliate subscriber base or referral network and segmented by various variables including gender, age, location, and consumer preferences. The features may be offered through a variety of distribution channels, including, the Internet, the Website, affiliate websites, business partner network, email, mobile applications, other types of electronic offerings and other platforms or distribution channels owned, controlled, or operated by Detour Maps, its affiliates or business partners. In addition, in connection with Detour Maps promotion of a Merchant Offering, Merchant authorizes Detour Maps to shorten or extend the Promotional

Value Expiration Date.

Any Merchant who provides a Merchant Offering that includes massage services shall: (i) conduct social media searches for all of its employees, agents and/or independent contractors performing any massage service to ensure that they maintain a good reputation; and (ii) confirm that its employees, agents and/or independent contractors providing massage services have the required licenses and/or certifications, as well as meet other applicable state law requirements, for performing the services. Further, Merchant shall certify to Detour Maps annually that it is in compliance with (i) and (ii) above.

If Merchant performs background checks on its employees, agents and/or independent contractors performing services, Merchant shall provide the results of such background checks to Detour Maps upon request. Merchant shall obtain the necessary consent to share with Detour Maps the results requested.

Merchant shall promptly notify Detour Maps any time it receives a complaint related to potentially criminal conduct, including allegations of sexual assault, allegedly engaged in by any of its employees, agents or independent contractors, regardless of whether a Detour Maps customer makes the complaint.

Detour Maps reserves the continuing right to reject, revise, or discontinue any Merchant Offering, at any time and for any reason in Detour Maps sole discretion, and to terminate the Merchant Offering and to remove all references to the Merchant Offering and “CODE CARD” from the Website; and redirect or delete any URL used in connection with the Merchant Offering.

Merchant shall honor the “CODE CARD” for the Merchant Offering through the Promotional Value Expiration Date. If the goods and services constituting the Merchant Offering and stated on the “CODE CARD” are no longer available, it’s at Merchant discretion to allow the purchaser to exchange the CODE CARD for any good or service offered by the Merchant.

Merchant agrees that in providing the Merchant Offering, Merchant will not inflate prices or impose any additional fees, charges, conditions or restrictions that contradict or are inconsistent with the terms stated on the “CODE CARD”, including the Fine Print. Unless disclosed in the Fine Print, Merchant further agrees not to impose different terms or a different cancellation policy than what is imposed on its non-Detour Maps customers.

Merchant agrees that so long as an appointment or reservation is made to redeem a “CODE CARD”, or purchaser has made an attempt to make an appointment, before the “CODE CARD”’s Promotional Value Expiration Date, the “CODE CARD” will be honored for the Full Offer Value without restriction, even though the services may be provided after the Promotional Value Expiration Date.

Merchant is responsible for all customer service in connection with the Merchant Offering and for supplying all goods and services stated in the Merchant Offering. Merchant is also responsible for any customer loyalty and deals programs associated with the Merchant Offering.

If applicable, Merchant will hold the Merchant Offering for pick-up by each purchaser at the Redemption Site. The “Redemption Site” is the complete and accurate address provided by Merchant to Detour Maps where purchasers are able to redeem the “CODE CARD” to pick-up the Merchant Offering. Merchant also agrees to provide Detour Maps with the hours and dates of operation, complete with any exceptions, and a valid phone number for the Redemption Site. If any of the information related to a Redemption Site changes, Merchant agrees to notify Detour Maps immediately of such change.

Merchant agrees to accept returns of the Merchant Offering in compliance with applicable laws and the Fine Print, but in any event: (i) will accept returns of a defective Merchant Offering or nonconforming items in or a part of any Merchant Offering.

Payment

Amounts retained by Detour Maps from the proceeds of the Merchant Offering are compensation to Detour Maps for marketing, promoting, and advertising the Merchant Offering and distributing the “CODE CARD” on behalf of Merchant. Merchant shall retain the Remittance Amount in trust for the benefit of purchasers holding unredeemed “CODE CARD” until Merchant delivers the Merchant Offering, refunds the holder of any unredeemed “CODE CARD” or escheats the amount required to a taxing authority, if applicable. The funds held in trust shall be returned to Detour Maps upon demand for refunds to purchasers. Detour Maps authorized to review Merchant’s credit history, which may include a soft credit check.

Detour Maps is authorized to initiate ACH credit transaction entries to Merchant’s depository account at the depository financial institution named in this Agreement or as otherwise provided to Detour Maps by Merchant in writing (“Merchant Bank Account”). Only in the event of an error, Detour Maps is authorized to initiate debit entry adjustments to the Merchant Bank Account to correct any error. Merchant hereby acknowledges that Detour Maps origination of all ACH transactions to Merchant Bank Account must comply with provisions of U.S. law. ACH payments take up to five (5) business days to become available in the Merchant Bank Account after processing.

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 Detour Maps 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.

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

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. Detour Maps is not responsible for determining whether taxes apply to Merchant’s transaction with either purchasers or Detour Maps, or for collecting, reporting or remitting any taxes arising from any transaction with or by Merchant and purchaser. Merchants may be asked to provide Detour Maps with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in Merchant’s name for the value of payments made. Notwithstanding anything else in this Agreement, Merchant shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Merchant is required to be so registered in connection with the Merchant Offering and pursuant to the terms and redemption of the “CODE CARD”, 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.

Transaction Taxes. Merchant bears sole financial responsibility for any and all sales, use, excise, general, Detour Maps, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Detour Maps and Merchant (“Transaction Taxes”), if any. EMG shall apply the applicable Transaction Tax to the amounts it retains and/or other fees remitted to Detour Maps pursuant this Agreement. Transaction Taxes are calculated using the Merchant’s billing address and will be included on invoices. Tax rates are subject to change. If applied, Transaction Taxes will be calculated at the time of each payment using the rates in effect under current law.

Withholding Taxes. Detour Maps may be required by tax authorities to withhold taxes on behalf of merchants. Detour Maps reserves the right to deduct any such taxes from amounts due to merchants and to remit them to the appropriate tax authority. Detour Maps may also be required to report the withholding tax payments to the tax authorities. Detour Maps shall provide evidence of payment of withholding taxes to Merchant no later than 60 days after payment of the withholding taxes.

Notwithstanding anything to the contrary, Detour Maps shall have no obligation to advance amounts paid by a buyer to Detour Maps until Merchant has fulfilled Merchant's obligations under this Agreement. If a buyer reasonably believes that the Merchant has breached any provision of this Agreement, Detour Maps may offset, delay, withhold or suspend future payments to the Merchant, in its sole discretion. In addition, if Merchant is unwilling or, in Detour Maps' reasonable discretion, appears unable to meet its obligations under this Agreement, Detour Maps is authorized to offset, delay, withhold or suspend future payments to Merchant, in addition to other remedies that may be available under this Agreement or by law, to secure payment by Merchant of any refunds and/or other amounts payable by Merchant under this Agreement.

Customer Data Restrictions

“Customer Data” means all identifiable information about purchasers generated or collected by Detour Maps Chicago or Merchant, including, but not limited to, purchasers’ name, shipping addresses, email addresses, phone numbers, purchaser preferences and tendencies, and financial transaction data.

Merchant shall use Customer Data only to fulfill its redemption obligations in connection with the Merchant Offering as authorized by this Agreement. Merchant expressly agrees that any Customer Data shall be used only for this purpose (including, but not limited to, the redemption of CarCodes and provision of goods and services to purchasers), and not to enhance a file or list owned by Merchant, or any third party. Merchant represents, warrants and covenants that it will not resell, broker or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose, unless required by applicable law. If Merchant engages any third party to facilitate its redemption obligations hereunder, Merchant shall ensure that such third party implements and complies with reasonable security measures in handling any Customer Data. If any Customer Data is collected directly by Merchant or a third party engaged by Merchant to facilitate its redemption obligations hereunder, Merchant shall ensure that it or such third party adopts, posts and processes the Customer Data in conformity with its posted privacy policy and all applicable laws.

As long as Merchant uses Customer Data in compliance with applicable law and Merchant’s posted privacy policy, restrictions stated in this Agreement on Merchant’s use of Customer Data do not apply to: (i) data from any purchaser who is already a customer of Merchant before the Effective Date, if such data was provided to Merchant by such purchaser independent of this Agreement or any transaction hereunder; or (ii) data supplied by a purchaser directly to Merchant who becomes a customer of Merchant in connection with such purchaser explicitly opting in to receive communications from Merchant.

Merchant shall immediately notify Detour Maps if Merchant becomes aware of or suspects any unauthorized access to or use of Customer Data or any confidential information of Detour Maps, and shall cooperate with Detour Maps in the investigation of such breach and the mitigation of any damages. Merchant will bear all associated expenses incurred by Detour Maps to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Merchant’s reasonable possession or control. Upon termination or expiration of this Agreement, Merchant shall, as directed by Detour Maps, destroy or return to Detour Maps all the Customer Data in Merchant’s or any agent of Merchant’s possession.

Promotional Programs

In an effort to incentivize “CODE CARD” sales, Merchant authorizes Detour Maps, at any time and in Detour Maps’s sole discretion, to increase or decrease the Amount Paid for the Merchant Offering (any such effort, “Promotional Program(s)”). For each “CODE CARD” sold as part of a Promotional Program, the Net Remittance Amount may be adjusted in an amount equal to the percentage increase or decrease in the Amount Paid (“Promotional Adjustment”), provided that, any decrease of the Net Remittance Amount will not exceed: (i) fithteen percent (15%) of the Net Remittance Amount, or (ii) if applicable, the maximum Promotional Adjustment specified in the “Payment Terms” section of the Detour Maps Merchant Agreement. Promotional Programs include the following:

Promotional Codes – A “Promotional Code” is a code that purchasers may use, in Detour Maps sole discretion, to receive a discount or rewards on the Amount Paid for a Merchant Offering. Price Optimization – “Price Optimization” is any change (excluding Promotional Codes) to the Amount Paid for a Merchant Offering.

Term and Termination

This Agreement will continue in effect until terminated by either party in accordance with this Section (“Term”). Detour Maps is authorized to terminate this Agreement, at any time for any reason, upon written notice to Merchant. Merchant is authorized to terminate this Agreement upon seven (7) business days prior written notice to Detour Maps. Termination of this Agreement will not in any way affect Merchant’s obligation to redeem any “CODE CARD” according to the terms of this Agreement, including the obligation to honor the “CODE CARD” for the Amount Paid after the Promotional Value Expiration Date. Provisions in this Agreement that are intended to survive termination will continue in full force and effect after the Term. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws.

Merchant agrees to comply with the “CODE CARD” terms and conditions as stated on the Website, including but not limited to the “Terms of Use” of the Website, and to ensure that the “CODE CARD” comply with all laws that govern “CODE CARD”-eGift Card-last chance eGift Card-, including but not limited to the United States Credit CARD Act of 2009 (if applicable) and any laws governing the imposition of expiration dates, service charges or dormancy fees and all Fine Print related to the Merchant Offering stated on the “CODE CARD”. Merchant is solely responsible for compliance with any applicable escheat or abandoned or unclaimed property laws. Upon written request from Merchant, but only when required, Detour Maps will provide Merchant with information in Detour Maps possession that the Merchant needs to comply with its obligations under this Agreement. Merchant agrees that, regardless of the payment terms, Merchant, and not Detour Maps, maintains any obligation for unredeemed “CODE CARD” under applicable escheat or abandoned or unclaimed property laws.

Marketing

Detour Maps and its business partners may communicate with Merchant with regard to products, promotions, and other services that may be of interest to Merchant. This may include email or other communications. Detour Maps may also solicit Merchant’s opinion for market research purposes.

Intellectual Property Rights

Merchant grants to Detour Maps a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish and publicly perform: (a) Merchant’s name, logos, trademarks, service marks, domain names, and any audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved to use by Merchant (collectively, “Merchant UI”); and (b) any third party’s name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content provided, specified, recommended, directed, authorized or approved for use by Merchant (collectively, “Third Party UI”), in each case in connection with the promotion, sale/resale (as may be applicable) or distribution of the Merchant Offering in all media or formats now known or hereinafter developed (“License”). Any use of the Merchant UI or Third Party UI as contemplated in this Agreement is within Detour Maps’s sole discretion.

Merchant acknowledges and agrees that, as between the parties, Detour Maps owns all interest in and to the Website, Customer Data, Detour Maps trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by Detour Maps or at Detour Maps’s direction, or assigned to Detour Maps, and any materials, software, technology or tools used or provided by Detour Maps to promote, sell/resell (as may be applicable) or distribute the Merchant Offering and conduct its business in connection therewith (collectively “Detour Maps UI”). Merchant shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Detour Maps UI or any portion thereof, or use such Detour Maps UI as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, except that Detour Maps grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sub licensable license during the Term to use one copy of Detour Maps’s mobile merchant software application on a single mobile computer, tablet computer, or other device, solely for the advertising purposes permitted by that software, and to make one copy of the software for back-up purposes. Merchants shall keep the Detour Maps UI confidential, and shall not prepare any derivative work based on the Detour Maps UI or translate, reverse engineer, decompile or disassemble the Detour Maps UI. Merchants shall not take any action to challenge or object to the validity of Detour Maps’s rights in the Detour Maps UI or Detour Maps’s ownership or registration thereof. Except as specifically provided in this Agreement, Merchant and any third party assisting Merchant with its obligations in this Agreement, are not authorized to use Detour Maps UI in any medium without prior written approval from an authorized representative of Detour Maps. Merchant shall not include any trade name, trademark, service mark, domain name, social media identifier, of Detour Maps or its affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. Merchant shall not use or display any Detour Maps UI in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between Merchant or a third party and Detour Maps. All rights to the Detour Maps UI not expressly granted in this Agreement are reserved by Detour Maps.

If Merchant provides Detour Maps or any of its affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Detour Maps product or service or otherwise in connection with this Agreement, any Detour Maps UI, or Merchant’s participation in the Merchant Offering or “CODE CARD”, (collectively, “Feedback”), Merchant irrevocably assigns to Detour Maps all right, title, and interest in and to Feedback. In the event your assignment to Detour Maps is invalid for any reason, you hereby irrevocably grant Detour Maps and its affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; (ii) adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. Merchant warrants that: (A) Feedback is Merchant’s original work, or Merchant obtained Feedback in a lawful manner; and (B) Detour Maps and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. Merchant agrees to provide Detour Maps such assistance as Detour Maps might require to document, perfect, or maintain Detour Maps’s rights in and to Feedback.

Representations and Warranties

Merchant represents and warrants that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant, if required by applicable law, is registered for sales and use tax collection purposes in all jurisdictions where Merchant’s goods and services will be provided; (c) the “CODE CARD”, upon being delivered by Detour Maps, will be available immediately for redemption and Merchant will have sufficient goods and/or services available for redemption through the Promotional Value Expiration Date (i.e., a number of goods and/or services sufficient to fulfill its redemption obligations in connection with the applicable Maximum Number of “CODE CARD”s); (d) the terms and conditions of the “CODE CARD”, including any discounts or goods and services offered thereunder do not and will not violate any, local, state, provincial, territorial or federal law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol and any laws governing “CODE CARD”s, gift cards, coupons, and gift certificates; (e) the Merchant’s redemption of the “CODE CARD” will result in the bona fide provision of goods and/or services by Merchant to the purchaser; (f) Merchant owns all interest in and to the Merchant UI and has licensing rights in (with the right to sublicense to Detour Maps) the Third Party UI, and has the right to grant the License stated in this Agreement; (g) the Merchant UI and the Third Party UI, the Merchant Offering, Detour Maps’s use and promotion thereof, and the results of such Merchant Offerings, will not infringe, dilute, misappropriate, or otherwise violate, anywhere in the world, any patent, copyright, logo, trademark, service mark, trade name, rights in designs, or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and does not and will not result from the misappropriation of any trade secret or the breach of any confidentiality obligations to any person or entity; (h) the Merchant UI and Third Party UI does not include any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability or otherwise violates any law; (i) the “CODE CARD”s and any advertising or promotion of Merchant’s goods and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable law; (j) Merchant and its employees, contractors and agents have had the proper education and training and hold all required and up-to-date regulatory authorization, licenses and certifications relating to any Merchant Offering to provide the goods or services described in this Agreement; (k) Merchant’s business information and direct deposit details as provided in this Agreement, indicating where payments should be forwarded are accurate and Merchant is the authorized entity to receive the funds forwarded by Detour Maps; (l) Merchant is not authorized to resell, broker or otherwise disclose any Customer Data (as defined in this Agreement) to any third party, in whole or in part, for any purpose, and Merchant is not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of redeeming or verifying the validity of “CODE CARD”s in connection with this Agreement and (m) the Merchant Offering is: (i) free from defects in workmanship, materials and design, (ii) merchantable and suitable for the purposes, if any, stated in the Agreement, and (iii) genuine, bona fide products, as described herein and does not violate the rights of any third party.

Indemnification

To the extent allowed under applicable law, Merchant agrees to defend, indemnify and hold Detour Maps, its affiliated and related entities, and any of its respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use, or similar tax obligations of Merchant arising from the sale and redemption of a “CODE CARD”; (c) any claim by any local, state, provincial, territorial or federal governmental entity for unredeemed “CODE CARD”s or unredeemed cash values of “CODE CARD”s or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; (d) any claim arising out of a violation of any law or regulation by Merchant or governing Merchant’s goods and/or services; (e) any claim arising out of Merchant’s violation of law or regulation governing the use, sale, and distribution of alcohol; (f) any claim by a purchaser or anyone else arising out of or relating to the goods and services provided by Merchant and/or pick up of the goods and services at the Redemption Site, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; (g) any claim by a purchaser for the Amount Paid; (h) any claim arising out of Merchant’s misuse of Customer Data, or any violation of an applicable data privacy or security law; and (i) any claim arising out of Merchant’s negligence, fraud or willful misconduct. Detour Maps maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Detour Maps and Merchant. Merchant’s duty to defend and indemnify Detour Maps includes the duty to pay Detour Maps’s reasonable attorneys’ fees and costs, including any expert fees.

Confidentiality

The terms for the Merchant Offering described in this Agreement are confidential, and Merchant agrees not to disclose the terms described in this Agreement to any party (other than to its employees, parent companies, shareholders, lawyers and accountants on a strict need-to-know basis or as required by applicable public records and other law, if Merchant has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of a breach, Detour Maps is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law (including monetary damages if appropriate).