NOMAD CTS, LLC CLIENT AGREEMENT
The following terms and conditions are entered into between Nomad CTS, LLC ("Nomad") and the Client: Together referred to as the “Parties.” These terms and conditions shall be collectively known as the "Agreement."
1. Introduction.
● Nomad operates various monetization technology suites including application programming interfaces and supporting infrastructure that facilitates the Client in sending and receiving end user payments.
● Nomad provides technology design and development services related to payment functionality.
● Nomad provides business and operational consultancy services related to payment functionality.
● Nomad provides representation for Client in managing and operating services provided by third-party payment service vendors and financial institutions introduced by Nomad to Client.
● These services together will collectively be referred to as the “Nomad Service.”

2. License.
Nomad hereby grants to Client a non-exclusive, worldwide license to access and use the Nomad Service for incorporation into any of Client’s online business applications, or websites (each, an “Application” and together, the “Applications”) for the term specified below.

3. Delivery.
Client agrees to implement the Nomad Service on its Application and make it available to its user base for the purpose of sending and receiving payments.

4. Terms of Payment.

Client shall pay all fees accrued under the terms of this Agreement, and its Addendums as may be modified by Nomad with reasonable notice to Client. Payment will be due upon delivery of invoice “the invoice date”. Said fees are attached hereto and incorporated herein by reference to this Agreement. See Addendums A and B.
Client hereby authorizes Nomad to process daily, weekly, and/or monthly services charges for the services provided i.e.: e-wallet, transfers, pre-paid cards, checks, ATM fees, load fees, balance fees, maintenance fees, dormancy fees, any and all related fees associated with the said services provided by Nomad. The Client will make payment promptly by any means acceptable to Nomad including via ACH transfer from their respective bank account(s), and hereby authorizes these fees to be withdrawn by Nomad as they occur. This authorization is consistent with the respective services performed in compliance with this agreement for the Client and its payees. See Addendum C.
Client will be notified of charges via invoice and/or posting through Client’s administrative portal provided by Nomad.
Client shall be solely responsible for the timely payment of all applicable federal, state, or local taxes, including any sales, use, excise or transfer taxes, and other taxes associated with payments to Nomad under this Agreement, except for taxes assessed on Nomad’s net income and local taxes that have already been paid by Nomad or by its third-party service providers.
Client shall indemnify Nomad against any losses, costs, liabilities, and expenses, including attorneys’ fees arising out of Client’s failure to fully comply with this section.

7. Fraud.
Client will act in good faith to prevent fraud on Nomad’s technology suites. Nomad will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program, or similar device on Nomad’s Platform or any other Nomad product, where it is not expressly stated that the fraud is covered.

8. Content.
Nomad agrees not to transmit any content to Client that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene. Client may also request that Nomad block certain content from a list of specified domain names (each, a "Blocked Domain"). Nomad will use commercially reasonable efforts to block content from Blocked Domains from the collection of content provided to Client for display at the Site.

9. Compliance with Laws.
Client agrees that it will deliver the content and service in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Client's country of residence. Client will not authorize nor otherwise encourage any third party to
(a) interfere or attempt to interfere with the proper working of the Nomad Service or prevent others from using the Nomad Service; or
(b) use the Nomad Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement at Nomad's sole discretion and may subject Client to state and federal penalties and other legal consequences. Nomad reserves the right, but will have no obligation, to review Client's display of and use of the Nomad Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

10. Representations and Warranties.
Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations. Client represents and warrants to Nomad that it lawfully owns the rights to all content on the Applications and its website, including any trademarks, trade names, copyrights, and other intellectual property.
Client has been informed and understands that Nomad is NOT a Money Service Business as defined by any and all jurisdictions where it operates. Further that Nomad does not take possession of funds for the delivery to any third-party.

11. Indemnification.
Each party agrees to indemnify and hold the other party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys' fees, arising out of any third-party claims resulting from the breach of the representations, warranties and covenants made by such party herein. Client shall indemnify and hold Nomad and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys’ fees arising out of any third-party demands, suits, or claims for copyright, trademark, trade name, or intellectual property infringement or violation for any and all of Client’s content. The indemnifying party reserves the right, at the indemnifying party's expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnified party agrees to cooperate with the indemnifying party's defense of such claims.

12. Disclaimer of Warranty.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 10, NOMAD MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION CONTENT AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. NOMAD DOES NOT WARRANT THE RESULTS OF USE OF THE NOMAD SERVICE, INCLUDING, WITHOUT LIMITATION, THAT CLIENT WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS) HEREUNDER.

13. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL NOMAD OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF NOMAD OR A NOMAD AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASES OF BREACHES OF SECTION 15. IN NO EVENT WILL NOMAD OR ITS AFFILIATES' TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS PAID OR PAYABLE TO CLIENT FOR CONTENT ACTUALLY DELIVERED BY CLIENT PURSUANT TO THE TRANSACTION TO WHICH THE CLAIM RELATES. UNDER NO CIRCUMSTANCES SHALL NOMAD OR ITS AFFILIATES BE RESPONSIBLE OR HELD LIABLE FOR ANY TRANSACTIONS OR PAYMENTS THAT ARE BLOCKED BY THIRD PARTIES, INCLUDING BANKS, FINANCIAL INSITUTIONS, OR ANY GOVERNMENT BODY. THIS DISCLAIMER OF LIABILITY INCLUDES ANY RESTRICTION BASED ON APPLICABLE INTERNATIONAL, NATIONAL, OR LOCAL LAWS, RULES AND REGULATIONS, THE SPECIALLY DESIGNATED NATIONALS LIST PUBLISHED BY THE OFFICE OF FOREIGN ASSETS CONTROL, ANY INTERNAL BANK “BLACKLISTS,” OR ANY OTHER SIMILARLY RESTRICTIVE THIRD-PARTY MEASURES.

14. Ownership.
Client acknowledges that Nomad will provide integrations to payment options using its Nomad Service for display on the Applications pursuant to this Agreement, and Client will use commercially reasonable efforts to assist Nomad in implementing such technology. Client agrees that it will use any data (including any usage data and compilations thereof), information or software provided by Nomad to Client only for the purpose of providing content for Nomad on the Site as set forth in this Agreement. Nomad will own and retain all rights, title, and interest in and to the Nomad Service (except for any licensed content and third-party content included therein), including all data (including any usage data and compilations thereof), information and software related thereto. Client acknowledges that the software, information and data related to the Nomad Service (including, without limitation, any usage data or compilations thereof) are protected by Nomad copyrights and may contain trade secrets or other intellectual property owned by Nomad. Client agrees not to copy, alter, modify or create derivative works of the Nomad Service or any such data, information or software or otherwise use the Nomad Service or any such data, information or software in any way that violates the use restrictions contained in this Agreement.
Except as expressly described in Section 2, Nomad does not grant to Client any license, express or implied, to the intellectual property of Nomad or its licensors. Nomad reserves the right to immediately suspend Client’s access to and use of the Nomad Service or any part thereof if it determines in its sole discretion that Client has breached any part of this Agreement or any terms of service provided on the application programming interface, or if it otherwise determines that suspension of access is necessary to prevent harm to the Nomad Service.

15. Confidentiality and Non-Circumvention.
"Confidential Information" shall mean
(a) the content, prior to publication; (b) any data (including any usage data and compilations thereof), information or software relating to the Nomad Service; and/or (c) any other information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During and after the term of this Agreement, neither party will use for any purpose, or disclose to any third party, any Confidential Information of the other party except as specifically permitted herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without access to the other party's Confidential Information;
(b) has become publicly known through no breach of this Section 15 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure; or (f) is required by our payment partners for select payment processing services such as credit card, bank transfer or others. All client data such as end-user lists is the exclusive ownership of the client and may not be sold given out, shared or dissimilated in any way, to any third party, individual corporation, company, agency or service or individual and remains the express exclusive property of the Client. Client hereby agrees that Nomad’s business involves, among other activities, introducing, participating, effectuating and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a “Transaction”). In consideration of the foregoing, Client hereby irrevocably agrees and warrants that it and its Affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass Nomad from any Transactions between the Client and Nomad’s contacts, or obviate or interfere with the relationship of Nomad and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Client also undertakes not to make use of any third party to circumvent this paragraph.

16. Term; Termination.
The term of this Agreement will be one (1) year from execution by both parties. The agreement will automatically renew annually at each expiration date unless a written notice is given to the other party to terminate the agreement. Nomad or Client may terminate this Agreement at any time for any reason or for no reason upon sixty (60) days' prior written notice to the other party. In addition, in the event of a material breach by one party, the non-breaching party may terminate this Agreement immediately without prior notice or cure period. In the event of any termination, Client will remain liable for any amounts due prior to the effective date of termination and such obligation to pay shall survive any termination of this Agreement.

17. Miscellaneous.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by Client without prior written authorization by Nomad (which will not be unreasonably withheld), but may be assigned by Nomad with sufficient notice to an entity that succeeds to all or substantially all of Nomad's business or assets. Nomad and Client are independent contractors, and neither Nomad nor Client is an agent, representative or partner of the other.

18. Entire Agreement.
This Agreement sets forth the entire agreement between Nomad and Client, and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. Any dispute hereunder will be negotiated in good faith between the parties within forty-five (45) days commencing upon written notice from one party to the other. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah (USA), without giving effect to principles of conflicts of law. Client agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in Utah, and Client hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action. This Agreement may be amended only in writing and executed by a duly authorized representative of each party. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. Party shall be considered in default of performance of any obligations under this Agreement if such performance is prevented or delayed by Force Majeure.

19. “Force Majeure”.
Force Majeure shall be understood to be any cause which is beyond the reasonable control of the party affected and which is forthwith, by notice from the party affected, brought to the attention of the other party, including but not limited to war, hostilities, revolution, civil unrest, strike, lockout, epidemic or pandemic, government- ordered restriction or cessation of activity, accident, power grid failure, internet disruptions, fire, natural disaster, wind or flood or any requirements of law, or an act of God. Payments from Client to Nomad shall not be subject to the above exceptions for Force Majeure.
All payments to Nomad by Client shall be denominated in US Dollars.

20. Controlling language.
English shall be the official controlling language of this Agreement and any modifications hereto.

21. Severability.
If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.


ADDENDUM A
Licensed Suites
Monthly Minimum $250.00

Fee commences during the month of the first Live user transaction. All user and company monthly and transactional fees count towards monthly minimum.

Services
Technology Design per hour $200.00
Technology Development per hour $125.00
Business and Operational Consultancy per hour $225.00
User product and transaction pricing in Addendum B is based on usage. implementation is included in the Company Setup. All standard Technology and Consulting Services are charged only for requirements beyond our standard offering. All charges will be agreed in advance in writing.

Autopayment does not apply to Company Setup.

ADDENDUM B

See User Pricing

ADDENDUM C
Client Authorization for ACH/Electronic payments
Pursuant to the Terms and Conditions of this Agreement and valuable consideration given, the Client hereby Authorizes NomadCTS LLC and Nomad CTS UK LTD, also known as Nomad to receive its fees and payments “autopayment” for services rendered to client for payment via ACH or other electronic transfer from the company, or company designated, bank account, not limited to, but including the account described below. Should insufficient funds be in the account(s), Client will remain liable for payment. All funds shall be in USD unless otherwise agreed in writing.