The undersigned (“Member”) hereby accepts the invitation to become a member of the Horizon Retailers Association (“HRA” or “Association”), and said Membership shall become effective upon Member’s execution and delivery of this agreement to the Association without variance and its counter execution by the Association.

Member consents, represents and acknowledges the following: Membership is hereby acquired solely for the purpose of enabling Member to participate in the united and collective efforts of the Association through associations, negotiations and purchase of goods and services from vendors; Membership is not being acquired as an investment of any kind; Membership has no economic value in and of itself; Member shall not derive any economic benefit from becoming a Member other than Member’s own efforts and participation in programs afforded them through Association; member is not obligated to participate in any program the Association has provided from vendors or service providers; Association is not responsible for any non-payment from vendors; Association relies solely on data provided by vendors; Association is not liable to make any payment for any store that is not a current member; Association may provide basic information to vendors and prospective vendors in order for vendors to contact Member concerning any available programs, however Association will not sell Member’s information to anyone; Member is not a member of another similar collective; Association is not responsible nor liable for any false applications; Association is not responsible nor liable for any disputes between Member and vendors, however, Association may attempt to assist Member in the event of any such dispute; Member must comply with product and space requirements in all programs they participate in; Member is not required to advertise and promote any program, but may do so in their discretion; unless Member uses its assigned account number for all vendors, Member shall not receive any benefit of any kind of programs with the Association; other than as provided in this agreement, Member shall be responsible to determine whether a vendor is a participant in any program with Association; Association is entitled to the exclusive possession of all other revenue streams without any right or interest of the Member; this agreement may terminated by either Member or Association at any time, for any reason upon thirty days notice to the other; this agreement is subject to change at the discretion of Association, at any time, and Member acknowledges, consents and agrees to any such changes by continuing as a Member subsequent to any change; Member shall not disclose the terms of this agreement nor any of Member’s/Association’s information containing pricing, rebates, incentives, allowances or concessions; this agreement shall remain in effect for the calendar year in which Membership becomes effective and shall automatically renew each year thereafter unless terminated as set forth hereinabove.

Association shall issue member an account number when this Membership becomes effective. To participate in any programs, Member must use its account number in all dealings with Association and the manufacturers, and manufacturers’ vendors or providers of products and services.

Member hereby names and appoints Association as its exclusive representative and agent to apply for, manage and receive all rebates, incentives, allowances and concessions which Member receives or is entitled to from manufacturers, vendors or providers of the products or services offered by the Association, and from which Member makes purchases using its Association account number. In consideration of the Association’s services, Member authorizes and directs the Association to receive and be paid fifteen (15%) of all rebates, incentives, allowances and concessions received in connection with this agreement. The remainder of all rebates, incentives, allowances and concessions received by Association shall be paid to the Member for the program(s) participated in by the Member, at such intervals determined solely by the Association, but no less than annually.

Member warrants and represents that it is a retailer, properly licensed and qualified to do business in this state and that if Member is a retailer at more than one place of business, Member must maintain a separate Membership and separate Association Membership number for each business location.

Your company agrees to accept payment from HRA and its subsidiaries and affiliates (“HRA”), by electronic funds transfer (“EFT”) and further represents and warrants that the information supplied to HRA on this enrollment form is true, complete and accurate. The following terms and conditions are incorporated into and amend any and all existing agreements with HRA relating to electronic payment. Should any of the terms or conditions contained herein conflict with terms or conditions contained in other agreements between your company and HRA relating to electronic payment, the terms of this agreement shall control.

HRA will initiate payment to you based on the following:

1. The electronic funds transfer will be made to the financial institution and account number listed on this enrollment form.

2. We will make payments in accordance with and be governed by the National Automated Clearinghouse Association’s Corporation Trade Payment Rules. This process is governed by and in accordance with the laws of New York.

3. The information on this form is very important. You understand that any change in the information must be communicated by an authorized representative of your company in writing to HRA in time to allow HRA to respond to the change. You expressly agree to indemnify and hold harmless HRA, from any loss that may arise by reason of error, mistake or fraud relating to the information you have provided.

4. Payment is initiated within the normal terms of our commercial arrangement with you. Except as noted above in the case of conflicting terms, HRA EFT terms and conditions do not modify our respective rights and obligations under any applicable agreement. HRA will consider payment made when your financial institution has received or has control of the payment transaction. This will generally occur within two (2) business days following initiation by HRA.

If HRA initiates payment on a non-Banking Day at HRA originating bank, the funds transfer will occur the following Banking Day. Banking Day is defined as the day on which both trading partners’ banks will be available to transmit and receive these funds transfers.

5. HRA has the right to adjust future payments if payments made are found to be duplicates, in excess of requirements, fraudulently induced, or otherwise in error.

6. HRA is responsible for payment to the point your financial institution receives or has control of the transaction. You assume responsibility for making arrangements with your financial institution to notify you upon receipt of payment. Any loss from or after that point will be borne by you unless the loss is due to the sole negligence of HRA or its originating bank.

You should notify HRA immediately if payment is not received as described in item 4 (above).

7. This authorization shall remain in effect until such time as either party terminates EFT by providing the written notice not less than ten (10) business days prior to the proposed termination date.