Automatic Payment Collection Agreement 

Version V1.0 

Effective Date: December 4, 2025 

This Automatic Payment Collection Agreement (“Agreement”) is entered into between Constellation Payments, Inc., and Client as of the date Constellation Payments, Inc., has by its signature below indicated acceptance hereof. 

1.Agency. Client appoints Constellation Payments, Inc. as its exclusive agent for the collection of monthly or other periodic charges (“Periodic Payments”) from all of those persons (“Consumers”) who have agreed to make such Periodic Payments. 

2.Collection. Constellation Payments, Inc. accepts the appointment and agrees that on the agreed upon date(s)of each calendar month (or the next banking day if the agreed upon date(s) fall on non-banking days during the term of this Agreement), Constellation Payments Inc. will submit to various networks, including, but not limited to, the Automated Clearing House and the Federal Reserve System and National Credit Card Networks data in the form required for the electronic debiting of Periodic Payments from Consumers’ bank deposits or credit card accounts and a deposit on the fifth banking day of those Periodic Payments to Client’s bank deposit account. 

3. Authorization. Client will obtain from each participating Consumer necessary information in proper form authorizing automatic entries to such Consumer’s bank or credit card account to transfer Periodic Payment amounts to Client’s bank deposit account. Client will indemnify and hold Constellation Payments Inc. and its directors, officers, agents, employees, affiliates subsidiaries, and successors in interest harmless from and against all claims, damages, losses, penalties, and expenses (including without limitation attorneys’ fees), resulting from or related to Client’s failure to obtain such authorizations. Client hereby authorizes Constellation Payments Inc. to make direct deposits of Periodic Payments and to debit for fees and other charges as set forth herein and on the attached Fee Addendum. 

4.Collection Data. Client shall provide Constellation Payments Inc. with data necessary for the electronic funds transfer (“Collection Data”) in the form and at the times prescribed by Constellation Payments, Inc. and shall make periodic checks and updates necessary to cause the Collection Data to be current and accurate at all times. The format and schedule requirements for delivery of Collection Data by Client may be changed by Constellation Payments, Inc. during the term of this Agreement, and Client shall deliver Collection Data in conformity with changed requirements set forth from time to time by Constellation Payments, Inc. By delivering such data to Constellation Payments, Inc., Client shall be presumed to have approved and warranted the accuracy of its contents. Client warrants to Constellation Payments, Inc. that all data and entries delivered to Constellation Payments, Inc. by Client will (a) be in correct form, (b) contain true and accurate information, (c) be fully submitted by the Consumer, and (d) be timely under the terms and provisions of this Agreement. 

5. Fees. For the services performed by Constellation Payments, Inc., Client will pay the fees as detailed on the attached Fee Addendum. Client pays any applicable sales tax. 

6.Changes in Fee Schedule. Charges for the services may be changed by Constellation Payments, Inc. at any time upon sixty (60) days prior written notice to Client. 

7.Payment of Fees. Constellation Payments, Inc. will deduct automatically all fees and other charges described in paragraph 5 hereof from the Periodic Payments to be deposited in Client’s Authorized Account, and Client hereby authorizes Constellation Payments, Inc. to deposit all Periodic Payments less all such deductions in Client’s Authorized Account. Should the Periodic Payments be inadequate to cover the fees due Constellation Payments, Inc. pursuant to the Fee Addendum, Client authorizes Constellation Payments, Inc, to electronically debit Client’s Authorized Account for the balance due. Client agrees to execute and deliver to Constellation Payments, Inc. all bank authorizations and other documents necessary for Constellation Payments, Inc. to affect the automatic transfer of Periodic Payment collection or to affect the electronic debit discussed in the preceding sentence. Constellation Payments, Inc. acknowledges that the Authorized Persons are the only persons authorized by Client to change the Authorized Account information. 

8.Settlement. Client accepts full financial responsibility for the amount of any debit entries returned unpaid to Constellation Payments, Inc., irrespective of the reason for the return. In settlement of each debit entry returned unpaid, Client authorizes Constellation Payments, Inc. to debit Client’s Authorized Account on the day the return is received by Constellation Payments, Inc. or thereafter, and Client warrants that it shall, at all times, maintain a sufficient balance in such account to cover returned debit entries. Client will pay to Constellation Payments, Inc. the amount of any returned debit entry which for any reason cannot, in part or in whole, be debited against Client’s Authorized Account. Constellation Payments, Inc. may require Client to maintain a balance with Constellation Payments, Inc. to cover returns. 

9.Warranties and Limitations of Liability. Constellation Payments, Inc. warrants that it will exercise reasonable care in the performance of its obligations under the Agreement. CONSTELLATION PAYMENTS, INC. MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED 

HEREUNDER. Because of the extreme difficulty of fixing actual damages for any failure of Constellation Payments, Inc. to perform its obligations hereunder, or from any failure of Constellation Payments, Inc. to perform any obligations imposed by law, the parties agree that Constellation Payments, Inc.’s liability hereunder, if any, shall be limited to liquidated damages in the amount of the Minimum Processing Fees (refer to Paragraph S), or the total amount of the Transaction Fees (refer to Paragraph 5), paid for the two (2) calendar months immediately preceding the month in which the event occurred which gave rise to the damages. The provisions of this paragraph apply even though the loss or damage, irrespective of cause or origin, results, directly or indirectly, from either performance or non-performance of obligations imposed by this Agreement. IN NO EVENT WILL PERFORMANCE OR NON-PERFORMANCE OF ANY OF CONSTELLATION PAYMENTS, INC.’S DUTIES HEREUNDER, OR  (8) FOR ANY LOSS OR DAMAGE TO CLIENT DIRECT OR CONSEQUENTIAL ARISING OUT OF OR IN ANY WAY RELATED TO ACTS OR OMISSIONS OF THIRD PARTIES INCLUDING, BUT NOT LIMITED TO: VARIOUS COURIER SERVICES, THE FEDERAL RESERVE BANK OF PHILADELPHIA, THAT BANK WITH WHICH THE CLIENT DEALS OR THE EMPLOYEES OR AGENTS OF SUCH BANK OR ANY FINANCIAL INSTITUTION WHICH RECEIVES OR ORIGINATES ENTRIES OR PAYS ELECTRONIC DEBITS OR CREDIT CARD PAYMENTS FROM CONSUMER ACCOUNTS. 

10. Compliance with Law and Indemnification. 

A. Client shall be solely responsible for compliance with all laws and regulations whether federal, state or local, as well as any federal or regional automated clearing house rules applicable to automatic and electronic transfers of funds, including, without limitation, laws, regulations and rules governing correct authorizations by Consumers, disclosures and notices required in connection with electronic funds transfers, and all necessary waivers and releases. 

B. Any forms provided by Constellation Payments, Inc. to Client for use in connection with the Collection Data, authorizations, waivers, and notifications here in described will be provided solely for the convenience of Constellation Payments, Inc. and Client, and Constellation Payments, Inc. makes no representation or warranty that any such form provided is sufficient or otherwise in compliance with applicable federal, state, or local legal requirements or rules. Constellation Payments, Inc. shall have no liability to Client for failure of any such forms to comply with such requirements or rules. All such forms will be returned to Constellation Payments, Inc. and not used by Client after termination of this Agreement. 

C. Client will indemnify and hold harmless Constellation Payments, Inc. and Constellation Payments, Inc. ‘s processing financial institution from any and all claims, lawsuits, demands, damages, costs or other expenses, including, but not limited to, attorney fees resulting from or in any way related to: (i) Client’s breach of any warranty contained herein or arising by operation of law, (ii) any act or omission of Client or Client’s employees or agents, (iii) any act by any Consumer or Consumer’s employees or agents, or (iv) Client’s failure to comply with any applicable law, regulation or rule, provided, however, that this indemnification shall not apply to any loss caused to Constellation Payments, Inc. by failure of the forms provided by Constellation Payments, Inc. to comply with law, if such forms have been properly used by Client in accordance with Constellation Payments, Inc. ‘s directions, 

11. Delays and Excuse from Performance. Constellation Payments, Inc. shall not be liable for any delay or other failure of performance caused by factors beyond the reasonable control of Constellation Payments, Inc., such as, but not limited to: strikes, insurrection, war, fire, lack of energy, acts of God, mechanical or electrical breakdown, governmental acts or regulations, computer malfunction or acts of third parties as described in paragraph 8. If, after the date of this Agreement, any law, regulation, or ordinance, whether federal, state, or local, becomes effective which substantially alters the ability of Constellation Payments, Inc. to perform its services hereunder, Constellation Payments, Inc. shall have the right to terminate this Agreement under thirty (30) days written notice to Client. 

12. Marketing Materials and Use of Constellation Payments, Inc. Marks. Client shall have the right to use such marketing materials containing the Constellation Payments, Inc. name, service mark, symbols and logos associated therewith (“Constellation Payments, Inc. Marks”) as may be supplied by Constellation Payments, Inc. from time to time. Client will use the Constellation Payments, Inc. Marks only in a manner and form approved by Constellation Payments, Inc. and solely in connection with solicitation of Consumer participation in the automatic payment collection services to be provided hereunder. Client will pay to Constellation Payments, Inc. the amount of any returned debit entry which for any reason cannot, in part or in whole, be debited against Client’s Authorized Account. Constellation Payments, Inc. may require Client to maintain a balance with Constellation Payments, Inc. to cover returns. 

13. Term and Termination. The term of this Agreement shall be for one (1) year beginning on the date of the first collection and is automatically renewed for one (1) year on the anniversary date each year. The Client understands that Constellation Payments, Inc. has undertaken significant implementation and investment costs which are amortized over the term of this Agreement. In consideration of these costs and the pricing structure offered in the Fee Addendum, the Client agrees to pay liquidated damages to Constellation Payments, Inc. if the Client elects early termination of this Agreement. The liquidated damages for early termination will be the value of the previous month’s Constellation Payments, Inc. fees paid each month for the remainder of the current term. These liquidated damages are due and payable in a lump sum on the date of cancellation of the Agreement. The Agreement shall be automatically renewed unless Client gives Constellation Payments, Inc. written notice of its intention not to renew at least one hundred and twenty (120) days prior to the last day of the then current term, in which event the effective date of the termination shall be such last day. Additionally, Constellation Payments, Inc. may terminate this Agreement at any time upon thirty (30) days written notice to the Client. Also, either party shall have the right to terminate this Agreement, effective immediately, if either party is in default of any obligation under this Agreement and the default continues for fifteen (15) days following written notice from other party, or if either party is declared bankrupt, files a petition under any bankruptcy laws, has a receiver appointed for all or substantially all of its property, or makes an assignment of all or substantially all of its assets for its creditors. Upon termination, all rights and obligations hereunder shall cease except Client’s obligations to pay: (a) the applicable fees for any services performed by Constellation Payments, Inc. prior to the effective date of termination; b) all amounts due under any other agreement between Constellation Payments, Inc. and Client; and, 

(c) for any items returned subsequent to the effective date of termination. To cover returned items under (a) and/or (b) of this paragraph, Constellation Payments, Inc. shall be entitled to hold from Client’s final deposit an amount Constellation Payments, Inc. considers to be adequate. Constellation Payments, Inc. shall forward to Client return item verification as these items are received. 

14. Disclaimer of Third Party Rights. The rights and obligations created by this Agreement apply solely to the parties hereto, subject only to the indemnity provision applicable to Constellation Payments, Inc, originating depository financial institution. Neither Constellation Payments, Inc. nor Client intend that any third party shall (a) benefit from the performance of the duties described herein, or (b) acquire any cause of action or other claim against either party for non-performance of those duties. 

15. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the specific subject matter hereof, and no modification of this Agreement shall be binding on Constellation Payments, Inc. unless such modification is in writing and signed by an authorized representative of Constellation Payments, Inc. 

16. Notices. Any notice required or allowed to be given under this Agreement shall be addressed to the other party at the address set forth above or to such other address as either party may instruct the other party in writing. 

17. Unenforceable Terms. If any provision of this Agreement is held invalid, illegal or unenforceable, this Agreement will be interpreted as if such provision, to the extent the same has been held invalid, illegal or unenforceable, had never been contained herein. 

18. Assignability. This Agreement is not assignable by Client without first receiving the prior written consent of Constellation Payments, Inc. 

19. Applicable Laws. This Agreement shall be construed in accordance with the laws of the State of Nevada without regard to choice of law principles.