Local Merchant Service Agreement

1.1. "Agreement" means this Local Merchant Service Agreement and all schedules, exhibits, attachments, addenda, and mutually executed amendments.

1.2. "Company" means Mylo Enterprises, LLC, a Wyoming limited liability company, including its authorized representatives.

1.3. "Merchant" means the individual or entity executing this Agreement to receive Services from Company, including authorized personnel.

1.4. "Services" means the specifically defined services listed in Section 2.1, as further detailed in applicable order forms. Only services explicitly described therein shall be included.

1.5. "Campaign Content" means materials provided by either party for campaign purposes, subject to prior written approval.

1.6. "Confidential Information" excludes only information proven to meet exceptions a) through d) with supporting documentation.

1.7. "Effective Date" means the last date of signature below, unless otherwise stated.

1.8. "Force Majeure Event" shall be interpreted narrowly and excludes cyberattacks and internal system failures due to lack of adequate security measures.

1.9. "Territory" shall only exist if explicitly defined in writing with clear boundaries.

1.10. "Term" shall be as described in the applicable order form, subject to Section 19.

1.11. Electronic Acceptance and Binding Effect
Merchant acknowledges and agrees that acceptance of this Agreement by electronic means, including checking an acceptance box, clicking "Submit Payment," or similar action, constitutes a legally binding signature. Merchant further agrees that Company may rely on electronic records, including IP address, device data, timestamp, and transaction logs, as evidence of execution and acceptance.

2.1. Scope of Services
Company shall provide only those Services specifically identified in the applicable order form. All deliverables, timelines, and success criteria shall be attached in a written schedule. Ambiguities shall be construed against the drafter.

2.2. Subcontracting
Company may not subcontract without prior written consent from Merchant. All subcontractors must agree in writing to confidentiality and compliance obligations equivalent to this Agreement.

2.3. Performance Commitment
Company shall use commercially reasonable efforts, defined as specific benchmarks identified in order forms. Company shall document all materially relevant variables affecting outcomes.

2.4. Change Management
Changes shall be documented via written change orders. Email communications shall not constitute effective change orders unless mutually acknowledged and archived.

2.5. Service Limitations
Company shall explicitly disclaim any responsibilities not listed in Section 2.1 or applicable order forms.

3.1. Fees
All fees must be itemized in the order form, including deliverable milestones, billing cycles, and clearly labeled one-time and recurring fees. Any contingency-based charges must reference quantifiable performance metrics.

3.2. Invoicing and Payment
Invoices shall be due within 15 calendar days from the issue date. Any disputes must be raised in writing within 5 business days of receipt. Services will only be suspended after a second written notice and a 10-day cure period.

3.3. Refundability
Company shall refund any fees for undelivered services or partial fulfillment due to Company's material failure to perform. Any other refunds will be handled according to a documented refund policy appended to this Agreement.

3.4. Late Fees and Interest
Late fees shall not exceed the greater of $50 or 1.5% of the overdue balance per month, subject to applicable legal maximums. No interest shall accrue until after a 10-day grace period.

3.5. Chargebacks and Disputes
Merchant shall initiate no chargebacks without first providing 15 days' notice and participating in at least one formal dispute resolution call. Improper chargebacks may result in offsetting future credits or collections, subject to law.

3.6. Taxes
Taxes applicable to services will be clearly itemized on invoices. Company is responsible for its own income taxes. Merchant shall not be liable for any tax not specifically included on an invoice.

4.1. Content Accuracy
Merchant represents that all submitted content is accurate and compliant with applicable law. Company shall provide a compliance checklist upon request, and Merchant content must pass a basic legal and factual review.

4.3. Timely Cooperation
Merchant must respond to written requests within five (5) business days unless otherwise stated. Prolonged non-response beyond ten (10) days may suspend performance obligations.

4.4. Legal Compliance
Merchant affirms compliance with FTC, TCPA, CAN-SPAM, CCPA, and all other applicable laws. Merchant shall notify Company of any investigation within three (3) business days of becoming aware.

4.5. Platform Access
Merchant shall maintain working access credentials to all third-party tools involved in campaign execution. Merchant agrees to conduct quarterly access reviews with Company.

4.6. Security
Merchant shall store all access credentials securely, rotate credentials quarterly, and notify Company of suspected breaches within 24 hours.

5.1. Mutual Warranties
Each party represents it is legally authorized to enter into this Agreement. This includes authority to bind affiliates, if referenced.

5.2. Merchant Compliance
Merchant assumes all liability for the legality of its business practices, data handling, and promotional content. Company is not obligated to validate legal sufficiency unless separately retained to do so.

5.3. Company Compliance
Company warrants that it uses opt-in email lists, honors unsubscribe requests, and applies internal compliance checks for all campaigns.

5.4. Legal Disclaimer
Company is not a law firm and provides no legal advice. All compliance materials shall be treated as checklists or tools and not as legal counsel.

6.1. Ownership
All intellectual property developed by Company prior to or independent of this Agreement remains the sole property of Company. Merchant retains ownership of its trademarks and content.

6.2. Limited Licenses
Each party grants the other a limited, revocable, non-transferable license to use marks and content solely for the purposes of performing under this Agreement. Use must cease immediately upon termination.

6.3. Developed Materials
Unless otherwise agreed in writing, all custom materials developed under this Agreement remain Company's intellectual property. Merchant receives a license for intended use.

6.4. Content Approval
All public use of the other party's marks or proprietary content requires advance written approval and must adhere to brand guidelines.

6.5. Public Business Listing Authorization
Merchant grants Company a non-exclusive, royalty-free, worldwide license to display, publish, modify for formatting, distribute, and promote Merchant's business name, logo, trademarks, offers, descriptions, images, and related content in connection with Company's public-facing platforms, directories, marketing materials, and promotional campaigns during the Term.

7.1. Mutual Indemnity
Each party shall indemnify and defend the other against third-party claims arising from its own gross negligence, willful misconduct, or breach of this Agreement.

7.2. Merchant Indemnity
Merchant shall indemnify Company for claims related to Merchant's products, services, content, or legal violations, provided such claims are not caused by Company's actions.

7.3. Company Indemnity
Company shall indemnify Merchant for claims arising solely from the misuse of Company-created proprietary tools or unlawful use of third-party IP by Company.

7.4. Procedures
The indemnified party must provide prompt notice, cooperate in the defense, and allow the indemnifying party to control the defense, subject to approval of any settlement involving admissions or payments.

8.1. Cap on Liability
Company's aggregate liability shall not exceed the total fees paid by Merchant in the prior 3 months. This limitation excludes damages from IP breaches, confidentiality violations, and willful misconduct.

8.2. Excluded Damages
Neither party shall be liable for indirect, incidental, consequential, or punitive damages unless caused by intentional or reckless conduct.

8.3. Allocation of Risk
These limitations represent a negotiated allocation of risk reflected in the pricing of Services.

9.1. Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture, or employment relationship.

9.2. No Authority
Neither party may make representations or bind the other without prior written consent.

9.3. Responsibility for Taxes
Each party is responsible for its own taxes, payroll, and labor obligations.

9.4. Non-Exclusivity
Either party may engage with other clients or vendors unless otherwise agreed in writing.

10.1. Non-Solicitation
Merchant shall not solicit Company employees, contractors, or vendors introduced during the Term for one year following termination, except via public job postings.

10.2. Non-Competition
Merchant agrees not to use confidential Company strategies to create or promote a directly competing service in any region served under this Agreement for 12 months post-termination.

10.3. Reasonableness
These restrictions are limited in duration, geography, and scope to protect legitimate business interests.

10.4. Injunctive Relief
Breach of this section entitles the aggrieved party to immediate injunctive relief in addition to damages.

11.1. No Implied Exclusivity
Unless stated explicitly in a signed order form or addendum, this Agreement does not provide Merchant with any exclusivity by region, industry, or product line.

11.2. Exclusive Rights
Exclusivity shall only apply if: a) Designated in writing; b) Limited to the agreed geography or product category; c) Merchant meets performance metrics stated in the exclusivity clause.

11.3. Breach and Revocation
Exclusivity may be revoked upon: a) Non-payment; b) Material breach; c) Inactivity exceeding 45 days without written explanation.

11.4. Conflicts
Company shall give notice before entering an exclusivity conflict and allow Merchant ten (10) days to respond or reaffirm exclusivity rights.

12.1. Brand Compliance
Merchant agrees to comply with Company's brand and quality standards, including reasonable updates delivered with 30 days' notice.

12.2. Public Representation
Neither party shall make public statements that harm the reputation, brand, or goodwill of the other.

12.3. Conduct and Ethics
Merchant agrees to operate ethically and in compliance with all relevant industry standards. Repeated violations may result in service suspension or termination.

12.4. Training (If Applicable)
Merchant staff must complete any required platform or service training before campaign activation.

13.1. System Access
Merchant shall grant Company access to necessary campaign systems or data for the duration of the campaign.

13.2. Audit Rights
Company may conduct an audit with five (5) business days' notice, limited to verifying fulfillment, content accuracy, and compliance.

13.3. Monitoring
Company may monitor performance and content adherence. Repeated violations may trigger mandatory remediation actions.

13.4. Third-Party Cooperation
Merchant shall cooperate with any legally mandated platform or partner investigation tied to Company Services.

14.1. Company IP
All technology, templates, and methodologies developed by Company remain Company property.

14.2. Merchant IP
Merchant retains ownership of its provided content. Company's use is limited to campaign purposes and expires upon termination.

14.3. Developed Work
Company-created assets remain Company property unless otherwise agreed in writing. Merchant receives a license for intended use.

14.4. Data Ownership
Merchant owns its customer data. Company may use aggregate campaign analytics internally, excluding personally identifiable information.

14.5. Survival
This section survives termination for five (5) years.

15.1. Merchant Reports
Merchant agrees to provide offer redemption, engagement, or POS data upon request, within ten (10) business days.

15.2. Company Reports
Company shall provide campaign performance summaries at intervals defined in the order form.

15.3. Performance Review
Quarterly reviews may be initiated by either party to optimize services or assess compliance.

15.4. Data Integrity
Both parties agree to promptly correct discovered reporting errors.

16.1. Governing Law
This Agreement is governed by the laws of the State of Wyoming, excluding conflict of law rules.

16.2. Venue
All disputes shall be resolved in the state or federal courts of Sheridan County, Wyoming, unless subject to arbitration.

16.3. Remote Proceedings
Parties consent to remote hearings when permitted.

16.4. Equitable Relief
Either party may seek injunctive relief to prevent unauthorized disclosure of Confidential Information or misuse of IP.

17.1. Mandatory Arbitration
Disputes shall be resolved by binding arbitration under AAA Commercial Rules, with one mutually agreed arbitrator.

17.2. Venue
Arbitration shall occur in Sheridan County, Wyoming, or remotely if mutually agreed.

17.3. Scope
Arbitrators may award any relief available under law. Awards are binding and enforceable.

17.5. Exceptions
Arbitration does not apply to: a) Injunctive relief; b) Claims for non-payment; c) Small claims.

17.6. Fees
Each party bears its costs, unless otherwise ruled. Arbitrators may award reasonable legal fees to the prevailing party.

18.1. Events
Neither party is liable for delays due to events beyond control, including acts of God, war, and legally declared emergencies.

18.2. Notice
Written notice must be given within five (5) days. Failure to notify voids Force Majeure rights.

18.3. Termination Right
If the event lasts over 30 days, either party may terminate affected portions of the Agreement.

18.4. Payment Duties
Merchant must pay for all delivered services rendered before the event onset.

19.1. Entire Agreement
This document contains the entire agreement. No verbal representations are binding.

19.2. Content Removal Rights
Company reserves the right, in its sole discretion, to remove, modify, or disable Merchant content or listings that violate this Agreement, applicable law, consumer protection standards, or Company brand policies, without liability.

19.3. Amendments
Modifications must be in writing and signed by both parties. Digital signatures are acceptable.

19.4. Waivers
Failure to enforce any provision does not waive future rights.

19.5. Severability
Invalid terms shall be reformed to the nearest enforceable alternative. Remaining terms remain in effect.

19.6. Counterparts
This Agreement may be executed in counterparts.

19.7. Remedies for Breach
In addition to monetary damages and injunctive relief, the non-breaching party may: a) Suspend performance without liability; b) Withhold or reclaim deliverables; c) Terminate the Agreement with written notice if the breach is material and uncured within fifteen (15) days of notice. All remedies are cumulative and not exclusive of any other rights provided by law or equity.

19.8. Insurance
Each party shall maintain general commercial liability insurance and errors & omissions coverage in amounts reasonably appropriate for their operations and obligations under this Agreement. Proof of coverage shall be provided upon written request.

19.9. Survival of Key Provisions
The following sections shall survive termination or expiration of this Agreement: Sections 1.6 (Confidential Information), 6 (Intellectual Property), 7 (Indemnification), 8 (Limitation of Liability), 14 (Data and IP Ownership), 16 (Governing Law), 17 (Arbitration), 19.6 (Remedies), and 19.8 (Survival).

19.10. Dispute Escalation
Before initiating arbitration or legal action, the parties agree to make a good faith effort to resolve any dispute by escalating the matter to senior management. If not resolved within ten (10) business days of notice, either party may proceed under Section 17.