WeSave Vendor Coalition Agreement and Marketing Fee

          This Coalition Marketing Fee Authorization Agreement (“Agreement”) between WeSave, Inc. ("WeSave"), a Nevada corporation headquartered at 24254 Main Street, Newhall, California 91321 and the entity and/or individual whose name and address are set forth in the Merchant Application accompanying this Agreement (“Merchant”) and is made effective as of the date the “I Agree” consent button is initiated by Merchant (the “Effective Date”).

           WHEREAS, WeSave is a partnership-based ecosystem that offers its coalition of merchants promotion and access to its member base and in consideration of the promotion and access provided by WeSave, the Merchant agrees to share a percentage of their revenue with WeSave, (“Coalition Marketing Fees” or "CMFs");

           WHEREAS, CMFs are calculated as a percentage of the transaction amount collected from participating WeSave merchants (not including taxes, shipping and processing fees) ONLY when a WeSave member makes a purchase, (referred to as a “Qualified Purchase Transaction”);

           WHEREAS WeSave has agreed directly or through its service providers to provide Merchant with an online merchant account, ACH and processing services to allow Merchant to accept non-cash forms of payment. (All goods and services provided to Merchant through WeSave or its service providers are herein defined as the “Services”);

            WHEREAS, as part of the payment settlement process with the sponsoring bank, CMFs will be deducted from the retail sales price of the Qualified Purchase Transaction and paid to WeSave.

1. Services. Merchant hereby authorizes and appoints WeSave and its third-party processor (“Processor”) to provide online payment processing, merchant accounts, equipment, gateways and related goods and services to Merchant. This Agreement shall be subject to Merchant being approved for an online merchant account by Processor and sponsor bank and covers all Services provided by WeSave to Merchant. In the event Merchant applies for and is approved for merchant account services by Processor and its sponsor bank, Merchant’s use of such payment processing services shall be governed by the terms of the Processor’s applicable merchant processing application and agreement (“MPA”). Merchant account services are not covered by this Agreement.

2. CMF Collection. The CMFs shall be collected by Processor and paid to WeSave by Merchant’s authorization to Processor pursuant to this Agreement and the MPA that Merchant is simultaneously entering into with the Processor and its sponsor bank which hereby authorizes them to remit the CMFs to WeSave. Merchant acknowledges and agrees that under this Agreement and the MPA, Merchant is authorizing Processor to split off and pay the CMFs to WeSave rather than to Merchant. This authorization may only be revoked with the prior written consent of the parties hereto. Under this Agreement, the Merchant authorizes the Processor to deduct and pay to WeSave 10% from the retail sales price of each product or service sold by Merchant through WeSave's shopping platform. Once collected, CMFs are non-refundable for any reason. CMF calculation does not include any applicable sales taxes, shipping, and

transaction processing fees. Notwithstanding, WeSave will collect and also remit sales taxes to the appropriate states through a third-party sales tax service provider on Merchant’s behalf and in accordance with applicable state laws. Shipping and handling fees charged by the Merchant will be collected and passed through to the Merchant. Merchant agrees that Processor may rely upon the instructions of WeSave, without any independent verification, in making the payments to WeSave. Merchant acknowledges and agrees that Processor may provide WeSave with Merchant's credit and debit card history and statements without the prior consent of the Merchant.

3. Term. This Agreement commences on the Effective Date and, unless terminated earlier in accordance with the terms of the Services Agreement, shall remain in effect for three (3) years (the “Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (such periods, together with the Initial Term, the “Term”), unless either party notifies the other party in writing at least ninety (90) days prior to the end of the Term of its intent not to renew, in which case, this Agreement shall expire at the end of the Term.

4. Disclaimer of All Warranties. WESAVE IS NOT THE PROVIDER OF SOME OF THE SERVICES PROVIDED TO MERCHANT AND PROVIDES NO WARRANTY FOR THE SERVICES IT DOES NOT PROVIDE MERCHANT. WeSave will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Services including any attributed to WeSave’s vendors or service providers. WeSave disclaims all warranties, express or implied, including but not limited to the implied warranties of fitness for a particular purpose and merchantability. WeSave shall have no liability in contract, tort, negligence or otherwise to Merchant or any other third party arising out of any of products or services provided under this Agreement, including, but limited to the extent caused by WeSave. WeSave shall not be liable to Merchant or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if WeSave has been advised of the possibility of such damages. Under no circumstances shall WeSave’s total liability to Merchant or any third party arising under this Agreement exceed one thousand dollars ($1,000.00) regardless of whether any action or claim is based on warranty, contract, tort or otherwise.

5. General. This Agreement sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to this Agreement, nor any waiver of any rights hereunder, shall be effective unless assented to in writing by both parties. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Merchant may not assign or transfer its rights or obligations under this Agreement without the prior written consent of WeSave, which consent shall not be unreasonably withheld. The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business

relationship between the parties hereto shall be brought in Los Angeles County, California. This Agreement may be executed in two or more counter parts, each of which shall be deemed an original, all of which together shall constitute one and the same instrument. A facsimile, telecopy or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or other means of electronic transmission (including .pdf files) pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding and effective for all purposes.

MERCHANT PERSONAL GUARANTY: The undersigned unconditionally and irrevocably guaranties to WeSave the prompt payment and performance of the terms and conditions outlined in this Agreement. This Guaranty is a guaranty of payment and not merely one for collection.

By clicking the “I Agree” button displayed here, the terms and conditions herein will be legally binding upon you personally.

By clicking the “I Agree” button, this Agreement shall be deemed executed pursuant to California Civil Code section 1633.8 and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Sec. 7001, et seq., as amended from time to time (the “E-Sign Act”). Doing so constitutes an acknowledgment that you and we agree to conduct the transaction electronically and are able to electronically receive, download, and print this Agreement.

Last Updated: August 01, 2024