(657)224-0797
30 N. Gould
Sheridan, WY 82801
info@processsingsettlement.org

Assignment and Agency Agreement
This Assignment and Agency Agreement (the “Agreement”) is entered into as of the acceptance date set forth below (the “Acceptance Date”) between the undersigned customer (“Customer”) and Nexus Collective, Inc (“NCI”).

Customer appoints NCI as Customer’s agent and attorney-in-fact with full power and authority to act for the Customer and in the Customer’s name (to the full extent the Customer could act in person) and authorizes NCI to take any action necessary or advisable in NCI’s judgment to prepare, file, and process class action claims, accept distributions resulting from the claims (“Settlement Payments”), and any required supporting documentation with the Claims Administrator (“CA”) on behalf of Customer in the In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720 (MKB) (JO) (“Settlement”). The Customer acknowledges that they will be bound by the releases included in any settlement for which NCI obtains Settlement Payments on their behalf. Customer will give its best efforts to assist NCI in the timely submission of the Customer’s claim(s) to the CA.

Customer authorizes NCI, without limitation, to: (a) request, gather and/or copy all necessary documentation to file claim(s) on Customer’s behalf; (b) forward to the CA any materials necessary to complete Customer’s claim(s) in the Settlements; (c) accept, endorse, deposit, and otherwise deal with any check, instrument, or other payment from the CA; and (d) cause others to take these actions.

Customer represents and warrants to NCI that: (a) it is the Customer; (b) it has the authority to appoint NCI as its duly authorized agent as set forth in this Agreement; (c) it will provide data and/or supporting documentation as required by the CA; (d) all information provided to NCI will be accurate and complete, (e) it will not submit the same or similar documentation and claim form(s) to the CA after the Acceptance Date; and (f) it has not and will not authorize any other person to file claim(s) or accept Settlement Payment(s) on Customer’s behalf.

The following terms and conditions apply: (a) NCI’s responsibilities to Customer are limited to those set forth above; (b) NCI is not providing legal or other advice; (b) This Agreement shall be in effect until the CA has completed the distribution of all Settlement Payments; (c) NCI and Customer share a beneficial interest in the claim and distributions, and this appointment is coupled with an interest and is irrevocable for the claim filed on behalf of the Customer in the Settlement; (d) pursuant to 15 USC, Subchapter I, §6802, NCI will maintain any specific information in Customer’s claim form(s) and supporting documentation as confidential and not use or disclose it for any reason, except to complete the claim(s) or by permission of the Customer; (e) Customer fully waives and agrees not to assert against NCI any known or unknown claims or liabilities which arise out of or relate to any act or omission of NCI in connection with this Agreement; (f) Customer shall indemnify NCI from and against all claims and liabilities relating to or arising out of this Agreement; (h) this Agreement solely benefits the parties hereto and creates no rights enforceable by any third party; (g) if Customer receives payment from the CA, Customer agrees to immediately forward the entire payment to NCI; (h) Customer’s representations and warranties survive indefinitely; (i) this Agreement is governed by the internal laws of the State of Illinois, and proper jurisdiction and venue shall be in any Federal or State Court located in Chicago, Illinois; and (j) this Agreement supersedes all (and neither party is relying on) any prior agreements, representations and discussions concerning the subjects covered in this Agreement. This Agreement is accepted and agreed to by:

Nexus Collective, Inc and Customer:
* Claim forms are being delivered and are available online beginning December 1, 2023. Class members need not sign up for a third-party service in order to participate in any monetary relief. No-cost assistance is available from the Class Administrator and Class Counsel during the claims-filing period. See more information at the Court-approved website:www.paymentcardsettlement.com.

This Consulting Fee Agreement ("Agreement") is entered into as of the date the Merchant or Business submits its application for services at https://processingsettlement.org/ ("Effective Date"), between the Merchant or Business submitting its application for services at https://processingsettlement.org/ (the "Client") and Nexus Collective, Inc. ("Consultant") a Wyoming corporation located at 30 N Gould St, Ste R. Sheridan, WY 82801.
To provide services for (Merchant/Business): < Company Name >
< Address >
< City, State Zip >

RECITALS
WHEREAS, the Client desires to hire the Consultant exclusively to provide certain services, and the Consultant agrees to perform these services for the Client according to the terms and conditions laid out in this Agreement.
THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and Consultant agree as follows:
INCORPORATION OF RECITALS
The initial paragraph and the above recitals are hereby included by reference and made part of this Agreement.
GENERAL PROVISIONS
a. Payment Card Settlement Disclaimer Claim forms have been available since December 2023, and free assistance is offered by the Class Administrator and Class Counsel during the claims period. No third-party service is necessary to receive any financial compensation. Visit the Court-approved website at www.paymentcardsettlement.com for more information on the settlement.
b. Authority Each individual submitting data on behalf of the Client, either personally or for an entity, warrants and represents that they have full authority to execute the Agreement on behalf of the parties they represent. This representation is a critical part of the Agreement and will survive the execution and/or termination of the Agreement. By clicking the “Continue” button below, the individual confirms they have the authority to register for this Service on behalf of the Client and that they have read and agreed to all sections of this Agreement.
c. Electronic Signatures; Counterparts Signatures sent via facsimile, email, "JPG," "PDF," or other electronic formats are as valid as original signatures. This Agreement may be executed in multiple counterparts, which together form a single, fully signed document. Submitting a completed Agreement by clicking the "Continue" button below has the same force and effect as an original signature on a paper copy of this Agreement.
d. Governing Law This Agreement shall be governed and interpreted according to the substantive and procedural laws of the State of California, excluding its conflict-of-laws principles.
e. Dispute Resolution Any disputes, claims, or controversies arising from this Agreement or the relationship between the Parties, including but not limited to breaches or the Agreement’s validity, will be resolved through binding arbitration with JAMS, INC ("JAMS") virtually with a arbitrator in Orange County, California, under JAMS Commercial Arbitration Rules. Injunctive relief, provisional remedies, or petitions to compel arbitration will be sought exclusively in the Superior Court of California, Orange County. The arbitrator’s award will be final, and judgment may be entered in any competent court. Provisions of California Code of Civil Procedure sections 1283.05 are incorporated into this Agreement.
ARBITRATION WILL BE CONDUCTED INDIVIDUALLY, NOT AS A CLASS OR REPRESENTATIVE ACTION. PARTIES WAIVE THE RIGHT TO FILE OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS FOR ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT.
BY SIGNING THIS AGREEMENT, EACH PARTY AFFIRMS THAT THEY UNDERSTAND THAT BY AGREEING TO ARBITRATION, THEY ARE WAIVING ANY RIGHT TO A JUDGE OR JURY TRIAL FOR ALL DISPUTES.
Disputes within California small claims court jurisdiction will be filed in the Small Claims Division of the California Superior Court in Orange County.
f. Limitation of Damages in Disputes The Client agrees that the Consultant, its personnel, agents, and assigns will not be liable to the Client for any costs, claims, or liabilities exceeding the amount paid by the Client to the Consultant under this Agreement. The Consultant will not be liable for indirect, nominal, or punitive damages. This provision applies to the fullest extent permitted by law.
g. Advice of Counsel Each Party has relied on their counsel's advice or had the opportunity to consult counsel regarding this Agreement. Each Party represents that they have read, understand, and voluntarily accept the Agreement's terms.
h. Successors and Assigns The Client cannot assign or transfer rights or delegate duties under this Agreement without the Consultant’s prior written consent. Any unauthorized attempt to do so is voidable by the Consultant. The Agreement will bind the Client's transferees, assignees, and delegees if not voided. The Consultant may assign this Agreement at any time.
i. Severability Each Agreement provision will be effective and valid under applicable law whenever possible. If any provision is deemed illegal, invalid, unlawful, unenforceable, or ineffective, the Parties agree to modify it to achieve the Parties' intentions. If modification is not possible, the provision will be severable, and the remainder of the Agreement will remain valid and enforceable.
j. Waiver No waiver of any breach of this Agreement constitutes a waiver of any other breach. No waiver is binding unless in writing and signed by the Party waiving the breach.
k. Headings Titles and paragraph headings in this Agreement are for reference only and do not affect the Agreement's construction or interpretation.
l. Notices All required notices and communications under this Agreement must be in writing and deemed duly given when hand-delivered, sent by overnight courier, mailed by first-class, registered, or certified mail (return receipt requested, postage prepaid), or transmitted by email, addressed as indicated on the Client’s submitted application for the Services.
m. Attorneys’ Fees If any arbitration, action, or other legal proceeding (collectively, “Action”) arises under or relates to this Agreement, the prevailing Party in such Action is entitled to recover reasonable costs, expenses, attorneys’ fees, expert fees, and court/arbitration costs/fees from the non-prevailing Party. Attorneys’ fees and other costs incurred in enforcing any judgment under this Agreement are recoverable by the judgment creditor from the judgment debtor separately.
n. Joint and Several Liability If the Client’s payment obligations under this Agreement are guaranteed by a guarantor (“Guarantor”), the Consultant may proceed against both the Client and the Guarantor regarding the enforcement of the Consultant’s rights under this Agreement, in which case the Client and Guarantor’s liability shall be joint and several.
o. Cumulative Rights and Remedies The rights and remedies provided in this Agreement are cumulative; resorting to one right or remedy does not preclude resorting to any other right or remedy provided by law or equity.
p. Construction The Parties have cooperated in the negotiation and preparation of this Agreement. Accordingly, this Agreement shall not be construed against any Party based on the fact that the Party was the drafter.
q. Entire Agreement This Agreement constitutes the entire agreement and final understanding between the Parties concerning its subject matter and supersedes all prior negotiations, representations, statements, promises, and agreements, whether written or oral, concerning that subject.
r. Modification by Subsequent Agreement This Agreement may only be modified by a subsequent written agreement signed by the Parties.
s. Disclaimer of Warranties The Consultant makes no warranties of any kind for the Services, whether express or implied, oral, or written. Nothing in this Agreement or the Consultant’s statements to the Client shall be construed as a promise or guarantee about the outcome of the Services. The Client acknowledges that the Consultant has made no guarantee regarding the successful completion of the Services or the outcome. Any expressions by the Consultant regarding the likelihood of success or outcome are opinions only and not relied upon by the Client.
t. Indemnification The Client agrees to indemnify and hold harmless the Consultant and its shareholders, directors, officers, employees, affiliates, agents, representatives, and subcontractors from and against any and all claims, suits, actions, causes of actions, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to (i) the breach of any agreement, promise, representation, warranty, or covenant made by the Client in this Agreement; (ii) the negligent or willful acts or omissions of the Client or any of the Client’s shareholders, directors, officers, members, managers, employees, affiliates, agents, representatives, accountants, or subcontractors; (iii) the performance or non-performance in supplying the Data to the Consultant in connection with the Services; or (iv) the failure of the Client to follow all applicable Settlement guidelines.
u. Publicity Unless the Client advises the Consultant otherwise in writing, the Client agrees that the Consultant may use the Client’s name and logo on the Consultant’s website (including a link to the Client’s website) and in the Consultant’s marketing materials to refer to the Client as a client of the Consultant.
v. California Consumer Privacy Act Disclaimer The Consultant will not sell your personal information to anyone. If the Consultant intends to change this policy, the Consultant will provide the Client with its opt-out rights required by law. You have the following rights regarding your personal data: If you terminate this Agreement, you may request that the Consultant destroy your personal information; you may request an overview, in a commonly used format, of the data the Consultant processes about you; you may request correction or deletion of data if it is incorrect or no longer relevant.

CLIENT’S ADDITIONAL OBLIGATIONS AND ACKNOWLEDGEMENTS Without limiting any other obligations under this Agreement, the Client agrees to the following additional responsibilities:
a. Provision of Data The Client shall provide the Consultant with all necessary, complete, and accurate information, data, and documentation required by the Consultant to perform the Services ("Data"). The Consultant will not commence the Services until all Data has been received. The Consultant is not liable for any consequences to the Client regarding the Service unless the Consultant receives the Data before the Settlement's claim filing deadline.
b. Timely Submission of Data The Client shall promptly provide all requested Data to the Consultant upon request.
c. Execution of Documents The Client shall promptly execute all documents and instruments that the Consultant may request from time to time, relating to the Services.
d. Granting of Rights The Client shall promptly execute all documents and instruments that the Consultant may request from time to time, granting the Consultant the rights to make inquiries and/or obtain information and documents from third parties in connection with the performance of the Services.
e. Authorization to Request Information The Client authorizes the Consultant to request, and First Data to provide, information necessary for the preparation of the Client’s claim. This may include the Client’s confidential information. First Data disclaims all warranties (express or implied) related to any data provided to the Consultant. The Client agrees that First Data is not a party to this Agreement and waives any right to take action or assert any claim against First Data regarding this Agreement.
f. Exclusivity in Filing Claims The Client shall not file or pursue a claim related to the Settlement independently or with the assistance of any third party after the Effective Date of this Agreement.
g. Right of First Refusal If the Client receives a bona fide written offer, including a letter of intent, to purchase all or substantially all of a claim related to the Settlement (an “Offer”), and wishes to accept such Offer, the Client shall notify the Consultant by submitting a written notice of the intent to sell or transfer the claim subject to the Offer. The Client must provide the Consultant with a copy of the Offer and any documents explaining the full terms and conditions of the Offer (the “Notice”). Upon receipt of the Notice, the Consultant has thirty (30) days to exercise a right of first refusal to purchase the claim at the price and terms set forth in the Offer (the “ROFR”). During this thirty (30) day period, the Client agrees to cooperate with all reasonable requests for information from the Consultant. The Client agrees to provide all documents the Consultant reasonably requires to evaluate the Offer. If the Consultant notifies the Client that it will not exercise the ROFR or fails to respond within the thirty (30) day period, the ROFR becomes null and void for that Offer. If the Consultant exercises the ROFR within the thirty (30) day period, it shall be bound by the terms of the Offer and will enter into a mutually agreeable acquisition agreement for the claim. The closing of the purchase (the “Closing”) shall occur by the earlier of the date set in the Offer or sixty (60) days after the Consultant notifies the Client of its intent to exercise the ROFR (the “Closing Date”). The Consultant’s choice not to exercise the ROFR within the thirty (30) day period does not prohibit the Consultant from enforcing any other rights or actions permitted under this Agreement.
h. IRS Reporting Any recovery procured by the Consultant for the Client is reportable to the Internal Revenue Service (“IRS”) on Form 1099-MISC. The Consultant is required by federal law to withhold and pay to the IRS 24% of any recovery amount (“Backup Withholding”) if the Client fails to provide a valid Taxpayer Identification Number (“TIN”) on IRS Form W-9 or if the Consultant receives a CP2100 or CP2100A Notice from the IRS for the Client. The Client acknowledges the Consultant’s obligation to conduct Backup Withholding and agrees that the Consultant is under no obligation to provide the Services if the Client is subject to Backup Withholding.

INDEPENDENT CONTRACTOR RELATIONSHIP The Consultant shall operate strictly as an independent contractor at all times. Nothing in this Agreement shall be construed to establish the Consultant as an employee, partner, agent, or joint venturer with the Client for any purpose.

OWNERSHIP OF METHOD The Consultant retains all legal title, rights, and physical possession of the method used in providing the Service (the “Method”). The Consultant holds all rights, title, and interest, including but not limited to copyright, patent, trade secret, and other intellectual property rights in the Method, and any modifications, alterations, or corrections to the Method. If the Client is ever deemed to hold any copyrights in the Method or any modifications, alterations, or corrections to the Method, the Client hereby irrevocably assigns all such rights, title, and interest exclusively to the Consultant. The Client agrees to execute all necessary documents to implement and confirm the intent and terms of this Paragraph. The Client acknowledges that the Method contains valuable trade secrets and confidential information owned by the Consultant or third parties. The Client warrants that neither the Client nor any of its shareholders, directors, officers, members, managers, employees, affiliates, agents, representatives, and subcontractors will, without the express written permission of the Consultant’s CEO: (i) sell, lease, license, sublicense, or otherwise transfer the Method; (ii) duplicate, reproduce, or copy the Method; (iii) disclose, divulge, or otherwise make available the Method to any third party; (iv) decompile, disassemble, or otherwise analyze the Method for reverse engineering purposes; or (v) use the Method for any purpose other than as necessary for the completion of Services by the Consultant.

DATA VERIFICATION The Client shall provide the Consultant with complete and accurate Data as required for the Services. The Client is solely responsible for the accuracy of all Data provided or omitted. By submitting the Data, the Client represents, warrants, and agrees that the Client: (i) has reviewed and approved the Data, and (ii) waives and releases any claim against the Consultant arising from any errors or omissions in the Data that the Client has not corrected or has not requested the Consultant to correct. The Client acknowledges that the Consultant will rely on the Data provided and agrees that the Consultant is not responsible for errors resulting from its reliance on the Data. The Client acknowledges that any request for Data corrections after it is provided to the Consultant will be considered special handling and may incur an additional fee, which the Client agrees to pay promptly.

TERMINATION BY CONSULTANT In the event of a breach of this Agreement by the Client, the Consultant shall have the right to immediately terminate the Agreement, without any obligation to perform further Services. Upon such termination, any compensation owed to the Consultant shall become due immediately, regardless of the termination timing.
EXCLUSIVE RIGHTS The Client grants the Consultant the sole and exclusive right to provide the Services related to the Settlement and to earn the Consultant’s Fee. These exclusive rights shall commence on the Effective Date and end at 11:59:59 p.m. on the date that falls 30 months after the Effective Date (the “Exclusivity Period”).

CONSULTING SERVICES The Consultant shall leverage its professional expertise to deliver the following services to the Client (the “Services”):

a. Using the Client’s application submission at https://processingsettlement.org/, the Consultant will file a claim in the class action settlement for the Visa MasterCard Class Action Settlement [In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL No. 1720] (the "Settlement");
b. The Consultant will prepare the Client’s claim by utilizing the information provided by the Client (the “Data”), the Consultant’s aggregated data, and any information available to the Consultant from the Settlement Administrator. The Consultant may also identify additional merchant accounts within this data and incorporate this information into the Client’s claim. Once the Client has provided all the necessary Data, the Consultant will submit a claim on behalf of the Client.
COMPENSATION In exchange for the Services provided by the Consultant, and subject to the terms outlined in this Paragraph, as well as any other compensation obligations specified in this Agreement, the Client agrees to remunerate the Consultant as follows:

a. The Consultant shall retain 35% of the total amount recovered or $60 (whichever is greater) for the Client's claims (the "Consultant's Fee"). The funds recovered on behalf of the Client will be deposited into the Consultant’s account, from which the Consultant will deduct its Fee and withhold any applicable taxes before disbursing the remaining amount to the Client.

b. The Consultant's minimum Fee is contingent upon Client’s claim to cover the minimum amount. If the Client does not receive any proceeds, for any reason, the Consultant is not entitled to its Fee.

Nexus Collective, Inc

(657)224-0797
30 N. Gould
Sheridan, WY 82801
info@processsingsettlement.org

Assignment and Agency Agreement
This Assignment and Agency Agreement (the “Agreement”) is entered into as of the acceptance date set forth below (the “Acceptance Date”) between the undersigned customer (“Customer”) and Nexus Collective, Inc (“NCI”).

Customer appoints NCI as Customer’s agent and attorney-in-fact with full power and authority to act for the Customer and in the Customer’s name (to the full extent the Customer could act in person) and authorizes NCI to take any action necessary or advisable in NCI’s judgment to prepare, file, and process class action claims, accept distributions resulting from the claims (“Settlement Payments”), and any required supporting documentation with the Claims Administrator (“CA”) on behalf of Customer in the In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL 1720 (MKB) (JO) (“Settlement”). The Customer acknowledges that they will be bound by the releases included in any settlement for which NCI obtains Settlement Payments on their behalf. Customer will give its best efforts to assist NCI in the timely submission of the Customer’s claim(s) to the CA.

Customer authorizes NCI, without limitation, to: (a) request, gather and/or copy all necessary documentation to file claim(s) on Customer’s behalf; (b) forward to the CA any materials necessary to complete Customer’s claim(s) in the Settlements; (c) accept, endorse, deposit, and otherwise deal with any check, instrument, or other payment from the CA; and (d) cause others to take these actions.

Customer represents and warrants to NCI that: (a) it is the Customer; (b) it has the authority to appoint NCI as its duly authorized agent as set forth in this Agreement; (c) it will provide data and/or supporting documentation as required by the CA; (d) all information provided to NCI will be accurate and complete, (e) it will not submit the same or similar documentation and claim form(s) to the CA after the Acceptance Date; and (f) it has not and will not authorize any other person to file claim(s) or accept Settlement Payment(s) on Customer’s behalf.

The following terms and conditions apply: (a) NCI’s responsibilities to Customer are limited to those set forth above; (b) NCI is not providing legal or other advice; (b) This Agreement shall be in effect until the CA has completed the distribution of all Settlement Payments; (c) NCI and Customer share a beneficial interest in the claim and distributions, and this appointment is coupled with an interest and is irrevocable for the claim filed on behalf of the Customer in the Settlement; (d) pursuant to 15 USC, Subchapter I, §6802, NCI will maintain any specific information in Customer’s claim form(s) and supporting documentation as confidential and not use or disclose it for any reason, except to complete the claim(s) or by permission of the Customer; (e) Customer fully waives and agrees not to assert against NCI any known or unknown claims or liabilities which arise out of or relate to any act or omission of NCI in connection with this Agreement; (f) Customer shall indemnify NCI from and against all claims and liabilities relating to or arising out of this Agreement; (h) this Agreement solely benefits the parties hereto and creates no rights enforceable by any third party; (g) if Customer receives payment from the CA, Customer agrees to immediately forward the entire payment to NCI; (h) Customer’s representations and warranties survive indefinitely; (i) this Agreement is governed by the internal laws of the State of Illinois, and proper jurisdiction and venue shall be in any Federal or State Court located in Chicago, Illinois; and (j) this Agreement supersedes all (and neither party is relying on) any prior agreements, representations and discussions concerning the subjects covered in this Agreement. This Agreement is accepted and agreed to by:

Nexus Collective, Inc and Customer:
* Claim forms are being delivered and are available online beginning December 1, 2023. Class members need not sign up for a third-party service in order to participate in any monetary relief. No-cost assistance is available from the Class Administrator and Class Counsel during the claims-filing period. See more information at the Court-approved website:www.paymentcardsettlement.com.

This Consulting Fee Agreement ("Agreement") is entered into as of the date the Merchant or Business submits its application for services at https://processingsettlement.org/ ("Effective Date"), between the Merchant or Business submitting its application for services at https://processingsettlement.org/ (the "Client") and Nexus Collective, Inc. ("Consultant") a Wyoming corporation located at 30 N Gould St, Ste R. Sheridan, WY 82801.
To provide services for (Merchant/Business): < Company Name >
< Address >
< City, State Zip >

RECITALS
WHEREAS, the Client desires to hire the Consultant exclusively to provide certain services, and the Consultant agrees to perform these services for the Client according to the terms and conditions laid out in this Agreement.
THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and Consultant agree as follows:
INCORPORATION OF RECITALS
The initial paragraph and the above recitals are hereby included by reference and made part of this Agreement.
GENERAL PROVISIONS
a. Payment Card Settlement Disclaimer Claim forms have been available since December 2023, and free assistance is offered by the Class Administrator and Class Counsel during the claims period. No third-party service is necessary to receive any financial compensation. Visit the Court-approved website at www.paymentcardsettlement.com for more information on the settlement.
b. Authority Each individual submitting data on behalf of the Client, either personally or for an entity, warrants and represents that they have full authority to execute the Agreement on behalf of the parties they represent. This representation is a critical part of the Agreement and will survive the execution and/or termination of the Agreement. By clicking the “Continue” button below, the individual confirms they have the authority to register for this Service on behalf of the Client and that they have read and agreed to all sections of this Agreement.
c. Electronic Signatures; Counterparts Signatures sent via facsimile, email, "JPG," "PDF," or other electronic formats are as valid as original signatures. This Agreement may be executed in multiple counterparts, which together form a single, fully signed document. Submitting a completed Agreement by clicking the "Continue" button below has the same force and effect as an original signature on a paper copy of this Agreement.
d. Governing Law This Agreement shall be governed and interpreted according to the substantive and procedural laws of the State of California, excluding its conflict-of-laws principles.
e. Dispute Resolution Any disputes, claims, or controversies arising from this Agreement or the relationship between the Parties, including but not limited to breaches or the Agreement’s validity, will be resolved through binding arbitration with JAMS, INC ("JAMS") virtually with a arbitrator in Orange County, California, under JAMS Commercial Arbitration Rules. Injunctive relief, provisional remedies, or petitions to compel arbitration will be sought exclusively in the Superior Court of California, Orange County. The arbitrator’s award will be final, and judgment may be entered in any competent court. Provisions of California Code of Civil Procedure sections 1283.05 are incorporated into this Agreement.
ARBITRATION WILL BE CONDUCTED INDIVIDUALLY, NOT AS A CLASS OR REPRESENTATIVE ACTION. PARTIES WAIVE THE RIGHT TO FILE OR SEEK RELIEF ON A CLASS OR REPRESENTATIVE BASIS FOR ANY DISPUTE ARISING FROM OR RELATING TO THIS AGREEMENT.
BY SIGNING THIS AGREEMENT, EACH PARTY AFFIRMS THAT THEY UNDERSTAND THAT BY AGREEING TO ARBITRATION, THEY ARE WAIVING ANY RIGHT TO A JUDGE OR JURY TRIAL FOR ALL DISPUTES.
Disputes within California small claims court jurisdiction will be filed in the Small Claims Division of the California Superior Court in Orange County.
f. Limitation of Damages in Disputes The Client agrees that the Consultant, its personnel, agents, and assigns will not be liable to the Client for any costs, claims, or liabilities exceeding the amount paid by the Client to the Consultant under this Agreement. The Consultant will not be liable for indirect, nominal, or punitive damages. This provision applies to the fullest extent permitted by law.
g. Advice of Counsel Each Party has relied on their counsel's advice or had the opportunity to consult counsel regarding this Agreement. Each Party represents that they have read, understand, and voluntarily accept the Agreement's terms.
h. Successors and Assigns The Client cannot assign or transfer rights or delegate duties under this Agreement without the Consultant’s prior written consent. Any unauthorized attempt to do so is voidable by the Consultant. The Agreement will bind the Client's transferees, assignees, and delegees if not voided. The Consultant may assign this Agreement at any time.
i. Severability Each Agreement provision will be effective and valid under applicable law whenever possible. If any provision is deemed illegal, invalid, unlawful, unenforceable, or ineffective, the Parties agree to modify it to achieve the Parties' intentions. If modification is not possible, the provision will be severable, and the remainder of the Agreement will remain valid and enforceable.
j. Waiver No waiver of any breach of this Agreement constitutes a waiver of any other breach. No waiver is binding unless in writing and signed by the Party waiving the breach.
k. Headings Titles and paragraph headings in this Agreement are for reference only and do not affect the Agreement's construction or interpretation.
l. Notices All required notices and communications under this Agreement must be in writing and deemed duly given when hand-delivered, sent by overnight courier, mailed by first-class, registered, or certified mail (return receipt requested, postage prepaid), or transmitted by email, addressed as indicated on the Client’s submitted application for the Services.
m. Attorneys’ Fees If any arbitration, action, or other legal proceeding (collectively, “Action”) arises under or relates to this Agreement, the prevailing Party in such Action is entitled to recover reasonable costs, expenses, attorneys’ fees, expert fees, and court/arbitration costs/fees from the non-prevailing Party. Attorneys’ fees and other costs incurred in enforcing any judgment under this Agreement are recoverable by the judgment creditor from the judgment debtor separately.
n. Joint and Several Liability If the Client’s payment obligations under this Agreement are guaranteed by a guarantor (“Guarantor”), the Consultant may proceed against both the Client and the Guarantor regarding the enforcement of the Consultant’s rights under this Agreement, in which case the Client and Guarantor’s liability shall be joint and several.
o. Cumulative Rights and Remedies The rights and remedies provided in this Agreement are cumulative; resorting to one right or remedy does not preclude resorting to any other right or remedy provided by law or equity.
p. Construction The Parties have cooperated in the negotiation and preparation of this Agreement. Accordingly, this Agreement shall not be construed against any Party based on the fact that the Party was the drafter.
q. Entire Agreement This Agreement constitutes the entire agreement and final understanding between the Parties concerning its subject matter and supersedes all prior negotiations, representations, statements, promises, and agreements, whether written or oral, concerning that subject.
r. Modification by Subsequent Agreement This Agreement may only be modified by a subsequent written agreement signed by the Parties.
s. Disclaimer of Warranties The Consultant makes no warranties of any kind for the Services, whether express or implied, oral, or written. Nothing in this Agreement or the Consultant’s statements to the Client shall be construed as a promise or guarantee about the outcome of the Services. The Client acknowledges that the Consultant has made no guarantee regarding the successful completion of the Services or the outcome. Any expressions by the Consultant regarding the likelihood of success or outcome are opinions only and not relied upon by the Client.
t. Indemnification The Client agrees to indemnify and hold harmless the Consultant and its shareholders, directors, officers, employees, affiliates, agents, representatives, and subcontractors from and against any and all claims, suits, actions, causes of actions, losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to (i) the breach of any agreement, promise, representation, warranty, or covenant made by the Client in this Agreement; (ii) the negligent or willful acts or omissions of the Client or any of the Client’s shareholders, directors, officers, members, managers, employees, affiliates, agents, representatives, accountants, or subcontractors; (iii) the performance or non-performance in supplying the Data to the Consultant in connection with the Services; or (iv) the failure of the Client to follow all applicable Settlement guidelines.
u. Publicity Unless the Client advises the Consultant otherwise in writing, the Client agrees that the Consultant may use the Client’s name and logo on the Consultant’s website (including a link to the Client’s website) and in the Consultant’s marketing materials to refer to the Client as a client of the Consultant.
v. California Consumer Privacy Act Disclaimer The Consultant will not sell your personal information to anyone. If the Consultant intends to change this policy, the Consultant will provide the Client with its opt-out rights required by law. You have the following rights regarding your personal data: If you terminate this Agreement, you may request that the Consultant destroy your personal information; you may request an overview, in a commonly used format, of the data the Consultant processes about you; you may request correction or deletion of data if it is incorrect or no longer relevant.

CLIENT’S ADDITIONAL OBLIGATIONS AND ACKNOWLEDGEMENTS Without limiting any other obligations under this Agreement, the Client agrees to the following additional responsibilities:
a. Provision of Data The Client shall provide the Consultant with all necessary, complete, and accurate information, data, and documentation required by the Consultant to perform the Services ("Data"). The Consultant will not commence the Services until all Data has been received. The Consultant is not liable for any consequences to the Client regarding the Service unless the Consultant receives the Data before the Settlement's claim filing deadline.
b. Timely Submission of Data The Client shall promptly provide all requested Data to the Consultant upon request.
c. Execution of Documents The Client shall promptly execute all documents and instruments that the Consultant may request from time to time, relating to the Services.
d. Granting of Rights The Client shall promptly execute all documents and instruments that the Consultant may request from time to time, granting the Consultant the rights to make inquiries and/or obtain information and documents from third parties in connection with the performance of the Services.
e. Authorization to Request Information The Client authorizes the Consultant to request, and First Data to provide, information necessary for the preparation of the Client’s claim. This may include the Client’s confidential information. First Data disclaims all warranties (express or implied) related to any data provided to the Consultant. The Client agrees that First Data is not a party to this Agreement and waives any right to take action or assert any claim against First Data regarding this Agreement.
f. Exclusivity in Filing Claims The Client shall not file or pursue a claim related to the Settlement independently or with the assistance of any third party after the Effective Date of this Agreement.
g. Right of First Refusal If the Client receives a bona fide written offer, including a letter of intent, to purchase all or substantially all of a claim related to the Settlement (an “Offer”), and wishes to accept such Offer, the Client shall notify the Consultant by submitting a written notice of the intent to sell or transfer the claim subject to the Offer. The Client must provide the Consultant with a copy of the Offer and any documents explaining the full terms and conditions of the Offer (the “Notice”). Upon receipt of the Notice, the Consultant has thirty (30) days to exercise a right of first refusal to purchase the claim at the price and terms set forth in the Offer (the “ROFR”). During this thirty (30) day period, the Client agrees to cooperate with all reasonable requests for information from the Consultant. The Client agrees to provide all documents the Consultant reasonably requires to evaluate the Offer. If the Consultant notifies the Client that it will not exercise the ROFR or fails to respond within the thirty (30) day period, the ROFR becomes null and void for that Offer. If the Consultant exercises the ROFR within the thirty (30) day period, it shall be bound by the terms of the Offer and will enter into a mutually agreeable acquisition agreement for the claim. The closing of the purchase (the “Closing”) shall occur by the earlier of the date set in the Offer or sixty (60) days after the Consultant notifies the Client of its intent to exercise the ROFR (the “Closing Date”). The Consultant’s choice not to exercise the ROFR within the thirty (30) day period does not prohibit the Consultant from enforcing any other rights or actions permitted under this Agreement.
h. IRS Reporting Any recovery procured by the Consultant for the Client is reportable to the Internal Revenue Service (“IRS”) on Form 1099-MISC. The Consultant is required by federal law to withhold and pay to the IRS 24% of any recovery amount (“Backup Withholding”) if the Client fails to provide a valid Taxpayer Identification Number (“TIN”) on IRS Form W-9 or if the Consultant receives a CP2100 or CP2100A Notice from the IRS for the Client. The Client acknowledges the Consultant’s obligation to conduct Backup Withholding and agrees that the Consultant is under no obligation to provide the Services if the Client is subject to Backup Withholding.

INDEPENDENT CONTRACTOR RELATIONSHIP The Consultant shall operate strictly as an independent contractor at all times. Nothing in this Agreement shall be construed to establish the Consultant as an employee, partner, agent, or joint venturer with the Client for any purpose.

OWNERSHIP OF METHOD The Consultant retains all legal title, rights, and physical possession of the method used in providing the Service (the “Method”). The Consultant holds all rights, title, and interest, including but not limited to copyright, patent, trade secret, and other intellectual property rights in the Method, and any modifications, alterations, or corrections to the Method. If the Client is ever deemed to hold any copyrights in the Method or any modifications, alterations, or corrections to the Method, the Client hereby irrevocably assigns all such rights, title, and interest exclusively to the Consultant. The Client agrees to execute all necessary documents to implement and confirm the intent and terms of this Paragraph. The Client acknowledges that the Method contains valuable trade secrets and confidential information owned by the Consultant or third parties. The Client warrants that neither the Client nor any of its shareholders, directors, officers, members, managers, employees, affiliates, agents, representatives, and subcontractors will, without the express written permission of the Consultant’s CEO: (i) sell, lease, license, sublicense, or otherwise transfer the Method; (ii) duplicate, reproduce, or copy the Method; (iii) disclose, divulge, or otherwise make available the Method to any third party; (iv) decompile, disassemble, or otherwise analyze the Method for reverse engineering purposes; or (v) use the Method for any purpose other than as necessary for the completion of Services by the Consultant.

DATA VERIFICATION The Client shall provide the Consultant with complete and accurate Data as required for the Services. The Client is solely responsible for the accuracy of all Data provided or omitted. By submitting the Data, the Client represents, warrants, and agrees that the Client: (i) has reviewed and approved the Data, and (ii) waives and releases any claim against the Consultant arising from any errors or omissions in the Data that the Client has not corrected or has not requested the Consultant to correct. The Client acknowledges that the Consultant will rely on the Data provided and agrees that the Consultant is not responsible for errors resulting from its reliance on the Data. The Client acknowledges that any request for Data corrections after it is provided to the Consultant will be considered special handling and may incur an additional fee, which the Client agrees to pay promptly.

TERMINATION BY CONSULTANT In the event of a breach of this Agreement by the Client, the Consultant shall have the right to immediately terminate the Agreement, without any obligation to perform further Services. Upon such termination, any compensation owed to the Consultant shall become due immediately, regardless of the termination timing.
EXCLUSIVE RIGHTS The Client grants the Consultant the sole and exclusive right to provide the Services related to the Settlement and to earn the Consultant’s Fee. These exclusive rights shall commence on the Effective Date and end at 11:59:59 p.m. on the date that falls 30 months after the Effective Date (the “Exclusivity Period”).

CONSULTING SERVICES The Consultant shall leverage its professional expertise to deliver the following services to the Client (the “Services”):

a. Using the Client’s application submission at https://processingsettlement.org/, the Consultant will file a claim in the class action settlement for the Visa MasterCard Class Action Settlement [In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL No. 1720] (the "Settlement");
b. The Consultant will prepare the Client’s claim by utilizing the information provided by the Client (the “Data”), the Consultant’s aggregated data, and any information available to the Consultant from the Settlement Administrator. The Consultant may also identify additional merchant accounts within this data and incorporate this information into the Client’s claim. Once the Client has provided all the necessary Data, the Consultant will submit a claim on behalf of the Client.
COMPENSATION In exchange for the Services provided by the Consultant, and subject to the terms outlined in this Paragraph, as well as any other compensation obligations specified in this Agreement, the Client agrees to remunerate the Consultant as follows:

a. The Consultant shall retain 35% of the total amount recovered or $60 (whichever is greater) for the Client's claims (the "Consultant's Fee"). The funds recovered on behalf of the Client will be deposited into the Consultant’s account, from which the Consultant will deduct its Fee and withhold any applicable taxes before disbursing the remaining amount to the Client.

b. The Consultant's minimum Fee is contingent upon Client’s claim to cover the minimum amount. If the Client does not receive any proceeds, for any reason, the Consultant is not entitled to its Fee.

Nexus Collective, Inc