The terms and conditions of this Merchant Agreement (“the Agreement”) are entered into by and between “Winner’sDiscountCenter” DBA “CalDiscounts” and its affiliated companies, collectively “CalDiscount” and ______________________________________________________________________(“Merchant”). CalDiscount and Merchant may sometimes collectively be referred to hereinafter as the “Parties” to this Agreement. RECITALS This Agreement is made with respect to the following facts:

• CalDiscount is a digital and online subscription service for discounted goods and service providers by and through its website CalDiscount.com and its mobile platform application. CalDiscount offers its Customers 3 (three) packages, which are price-point differentiated discount categories. CalDiscount’ packages include (from least expensive, to most expensive) “Bronze”, “Silver”, and “Gold”. Higher discount packages will include access to more merchants and deeper discounts per merchant for the Customer.
• Merchants who have agreed to participate in CalDiscount’s subscription service as a good or service provider enjoy the benefits of marketing, advertising, and promotion of their goods or services by and through CalDiscount’s services, both digital and/or print. Now therefore the Parties agree as follows:

TERMS OF AGREEMENT DISCOUNTED GOODS AND/OR SERVICES In exchange for marketing, advertising, and promotion of Merchant’s goods or services by CalDiscount, Merchant agrees to offer the following discounts to customers procured by and of CalDiscount subject to the follow amounts: ____ % off (OR) $_______ flat fee off the purchase price of any good or service. ☐ Additional Terms: ________________________________________________________________________________________________________________________________________________ Merchant agrees to honor the above-stipulated discount (percentage off, or flat fee off) to Customers of CalDiscounts, when a Customer provides proof of purchase of CalDiscount’s packages. Merchant further agrees to not compete with CalDiscounts by lowering, changing, or altering its standard advertised prices in a manner that is unfair or is designed to circumvent the provision of discounts to CalDiscount’s Customers. CalDiscount’s Customers have been notified and agreed to Terms of Use which indicate that discounts cannot be combined with any other Merchant’s sale, promotion, discount, code, coupon, or offer. MARKETING, ADVERTISING, & PROMOTION In exchange for Merchant’s agreement to offer discounts to customers procured by and of CalDiscount in the above-mentioned amount, CalDiscount will offer in its sole discretion, marketing, advertising, and promotion of Merchant’s business through its website, parent companies, subsidiaries, and affiliate network. Marketing performed by CalDiscounts may include digital, print, or other marketing channels. PRODUCT IMAGES & INFORMATION FOR MARKETING Merchant will make available to all textual materials requested by CalDiscount for each Product or Service (“Product Information”), including product name, brand, list price, electronic images, any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product or Service. Merchant shall grant CalDiscount a revocable license to use Merchant’s trademarks, service marks, logos, name, or other Product Information through the Term of this Agreement. Merchant must notify CalDiscounts in writing if Merchant wishes CalDiscount cease its marketing efforts of Merchant’s goods or services. EFFECTIVE DATE This Agreement shall be and become effective on ____________________ (the “Effective Date”). TERM The Term of this Agreement shall commence on the Effective Date hereof and shall be valid for _________ months until and through _______. TERMINATION Either party may terminate this Agreement by written request and notice to the other party which will become effective no later than 15 days after providing notice. If Merchant requests to terminate this Agreement, Merchant agrees to maintain and honor the Discounts stipulated above to customers of CalDiscounts for the remainder of the month in which the notice of termination was provided, or 15 days, whichever comes first. CHOICE OF LAW & VENUE This agreement shall be interpreted under the laws of the State of California. Any litigation under this agreement shall be resolved in the trial courts of Los Angeles County, State of California. SEVERABILITY If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect. ENTIRE AGREEMENT This Agreement constitutes the entire agreement between the Parties and supersedes any and all other agreements, understandings, negotiations, or discussions, or discussions, either oral or writing, express or implied, relative to the matters subject to this Agreement. No representation, inducement, promise, agreement, or warranty not contained in this Agreement, including, but not limited to, any purported supplements, modifications, waivers or terminations of this Agreement shall be valid or binding unless executed in writing by all Parties.