Financial Service Discount Agreement

FINANCIAL SERVICE DISCOUNT AGREEMENT

This Financial Service Discount Agreement (the Agreement) is entered into effective as of between the parties identified below.

Parties and Contact Information

Recitals

WHEREAS Provider offers financial services including transaction processing, advisory, settlement, and related services; and

WHEREAS Client desires to obtain discounted pricing on certain Provider services subject to the terms, conditions, and verification set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Definitions

"Qualifying Services" means the specific financial services listed in the Discount Schedule below for which discounts apply.

"Discount Period" means the term during which discounted pricing is in effect as set forth in Section Term and Termination.

Discount Schedule

The following schedule identifies services, the Provider's Standard Rate, the Discounted Rate applicable under this Agreement, and any applicable conditions or minimums.

Term and Termination

The Discount Period shall commence on the Effective Date and continue for unless earlier terminated as provided in this Agreement. Either party may terminate for material breach if the breach is not cured within days after written notice.

Payment, Invoicing and Reconciliation

Provider shall invoice Client at the Discounted Rate for Qualifying Services. Invoices are payable within days of invoice date. Late payments shall incur interest at or the maximum allowable by law, whichever is less.

Credit Card    ACH / Bank Transfer    Check

Reporting, Verification and Audit Rights

Client shall provide monthly volume and transaction reports in a format reasonably requested by Provider. Provider reserves the right to verify reported volumes and quality of transactions by audit once per 12-month period, provided that Provider gives at least days' prior written notice. Where an audit reveals under-reported volumes or incorrect fees, Client shall pay the deficiency plus reasonable audit costs.

Taxes, Fees and Pass-Through Costs

All taxes, duties or levies imposed by any governmental authority on the provision of services are the responsibility of the party required to collect or remit such amounts. Unless otherwise stated, Discounted Rates do not include passthrough third-party fees, interchange, or regulatory assessments; such amounts shall be billed separately.

Confidentiality

Each party shall treat the terms of this Agreement, pricing, and any non-public information exchanged in connection with this Agreement as Confidential Information. Confidential Information shall not be disclosed except as required by law or with prior written consent.

Representations, Indemnities and Limitations

Each party represents that it has the authority to enter this Agreement. Client shall indemnify and hold Provider harmless from claims arising from Client's misuse of services, fraudulent activity, or inaccurate reporting. Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, or consequential damages; aggregate liability shall be limited to fees paid or payable under this Agreement in the prior 12 months.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflicts of law principles. The parties shall attempt to resolve disputes through good faith negotiation and, if unresolved within 45 days, submit to binding arbitration in the selected jurisdiction.

Notices

All notices required under this Agreement shall be sent to the contact addresses below and shall be deemed delivered when received by hand, courier, or electronic confirmation of transmission.

Audit and Records Retention

Client and Provider shall retain transaction records and supporting documentation for at least and shall promptly produce such records for audit or regulatory inspection as required.

Miscellaneous

This Agreement, including the Discount Schedule and any written exhibits, constitutes the entire agreement between the parties with respect to the discounts described herein and supersedes prior agreements. Amendments must be in writing and signed by authorized representatives of both parties.

Acknowledgment

Each party represents and warrants that the person signing this Agreement on its behalf is authorized to bind the party and that the party accepts the rates, terms, and conditions contained herein.

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