Terms of Service Agreement

BACKGROUND

A. The Client is of the opinion that the Contractor has the necessary qualifications,

experience and abilities to provide services to the Client.

B. The Contractor is agreeable to providing such services to the Client on the terms

and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and

obligations set forth in this Agreement, the receipt and sufficiency of which

consideration is hereby acknowledged, the Client and the Contractor (individually the

"Party" and collectively the "Parties" to this Agreement) agree as follows:

SERVICES PROVIDED

1. The Client hereby agrees to engage the Contractor to provide the Client with the

following services (the "Services"):

a. Assist and Facilitate United States Incorporation Application Process. Client

acknowledges that services rendered for Incorporation Application is provided by

external partners of the Contractor.

b. Assist and Facilitate Business Banking Application Process. Client acknowledges

that banking services rendered to their US Entity are directly associated and the

sole responsibility of the Client. Client acknowledges that services rendered for

Business Banking is provided by external banking partners of Contractor.

c. Merchant Services Application and Service Agreement. Client acknowledges that

services rendered for payment processing and merchant account application are

facilitated by the Contractor and Client acknowledges that Merchant Services are

not a guarantee of this agreement. The Contractor will assist Client and fully

support their business during the application process when working with

underwriting teams at Contractors partner Acquring Banks.

2. The Services will also include any other tasks which the Parties may agree on. The

Contractor hereby agrees to provide such Services to the Client.

TERM OF AGREEMENT

3. The term of this Agreement (the "Term") will begin on the date of payment and will

remainin full force and effect until the completion of the Services. This Agreement

subject to earlier termination as provided in this Agreement. The Term may be extended

with the written consent of the Parties.

PERFORMANCE

4. The Parties agree to do everything necessary to ensure that the terms of this

Agreement take effect.

CURRENCY

5. Except as otherwise provided in this Agreement, all monetary amounts referred to in

this Agreement are in USD (US Dollars).

COMPENSATION

6. The Contractor will charge the Client a flat fee of $947.00 for the Services (the

"Compensation").

7. A deposit of $947.00 (the "Deposit") is payable by the Client upon execution of

this Agreement.

8. Invoices submitted by the Contractor to the Client are due upon receipt.

9. The Contractor will not be reimbursed for any expenses incurred in connection

with providing the Services of this Agreement.

10. The Client may pay the Client via payment link with a credit or debit card.

INTEREST ON LATE PAYMENTS

12. Interest payable on any overdue amounts under this Agreement is charged at a

rate of 10.00% per annum or at the maximum rate enforceable under applicable

legislation, whichever is lower.

CONFIDENTIALITY

13.Confidential information (the "Confidential Information") refers to any data or

information relating to the Client, whether business or personal, which would

reasonably be considered to be private or proprietary to the Client and that is not

generally known and where the release of that Confidential Information could

reasonably be expected to cause harm to the Client.

14.The Contractor agrees that they will not disclose, divulge, reveal, report or use,

for any purpose, any Confidential Information which the Contractor has obtained,

except as authorized by the Client or as required by law. The obligations of

confidentiality will apply during the Term and will survive indefinitely upon

termination of this Agreement.

15. All written and oral information and material disclosed or provided by the Client to

the Contractor under this Agreement is Confidential Information regardless of whether it

was provided before or after the date of this Agreement or how it was provided to the

Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

16. All intellectual property and related material, including any trade secrets, moral

rights, goodwill, relevant registrations or applications for registration, and rights in

any patent, copyright, trademark, trade dress, industrial design and trade name

(the "Intellectual Property") that is developed or produced under this Agreement,

is a "work made for hire" and will be the sole property of the Client. The use of

the Intellectual Property by the Client will not be restricted in any manner.

17.The Contractor may not use the Intellectual Property for any purpose other than

that contracted for in this Agreement except with the written consent of the Client.

The Contractor will be responsible for any and all damages resulting from the

unauthorized use of the Intellectual Property.

RETURN OF PROPERTY

18. Upon the expiration or termination of this Agreement, the Contractor will return to

the Client any property, documentation, records, or Confidential Information which is the

property of the Client.

CAPACITY

19. In providing the Services under this Agreement it is expressly agreed that the

Contractor is acting as an independent contractor and not as an employee. The

Contractor and the Client acknowledge that this Agreement does not create a

partnership or joint venture between them, and is exclusively a contract for service. The

Client is not required to pay, or make any contributions to, any social security, local,

state or federal tax, unemployment compensation, workers' compensation, insurance

premium, profit-sharing, pension or any other employee benefit for the Contractor during

the Term. The Contractor is responsible for paying, and complying with reporting

requirements for, all local, state and federal taxes related to payments made to the

Contractor under this Agreement.

RIGHT OF SUBSTITUTION

20.Except as otherwise provided in this Agreement, the Contractor may, at the

Contractor's absolute discretion, engage a third party sub-contractor to perform

some or all of the obligations of the Contractor under this Agreement and the

Client will not hire or engage any third parties to assist with the provision of the

Services.

21.In the event that the Contractor hires a sub-contractor:

● The Contractor will pay the sub-contractor for its services and the Compensation

will remain payable by the Client to the Contractor.

● For the purposes of the indemnification clause of this Agreement, the

sub-contractor is an agent of the Contractor.

AUTONOMY

22. Except as otherwise provided in this Agreement, the Contractor will have full

control over working time, methods, and decision making in relation to provision

of the Services in accordance with the Agreement. The Contractor will work

autonomously and not at the direction of the Client. However, the Contractor will

be responsive to the reasonable needs and concerns of the Client.

EQUIPMENT

23. Except as otherwise provided in this Agreement, the Contractor will provide at the

Contractor’s own expense, any and all tools, machinery, equipment, raw materials,

supplies, workwear and any other items or parts necessary to deliver the Services in

accordance with the Agreement.

NO EXCLUSIVITY

24. The Parties acknowledge that this Agreement is non-exclusive and that either Party

will be free, during and after the Term, to engage or contract with third parties for the

provision of services similar to the Services.

NOTICE

25. All notices, requests, demands or other communications required or permitted by

the terms of this Agreement will be given in writing and delivered to the Contractor at

the following addresses:

TCG Payments

800 N King Street, Suite 304 1452 Wilmington, DE 19801 or to such other address as

either Party may from time to time notify the other, and will be deemed to be properly

delivered (a) immediately upon being served personally, (b) two days after being

deposited with the postal service if served by registered mail, or (c) the following day

after being deposited with an overnight courier.

INDEMNIFICATION

26. Except to the extent paid in settlement from any applicable insurance policies, and

to the extent permitted by applicable law, each Party agrees to indemnify and hold

harmless the other Party, and its respective affiliates, officers, agents, employees, and

permitted successors and assigns against any and all claims, losses, damages,

liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of

any kind or amount whatsoever, which result from or arise out of any act or omission of

the indemnifying party, its respective affiliates, officers, agents, employees, and

permitted successors and assigns that occurs in connection with this Agreement. This

indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

27. Any amendment or modification of this Agreement or additional obligation assumed

by either Party in connection with this Agreement will only be binding if evidenced in

writing signed by each Party or an authorized representative of each Party.

TIME OF THE ESSENCE

28. Time is of the essence in this Agreement. No extension or variation of this

Agreement will operate as a waiver of this provision.

ASSIGNMENT

29. The Contractor will not voluntarily, or by operation of law, assign or otherwise

transfer it’s obligations under this Agreement without the prior written consent of the

Client.

ENTIRE AGREEMENT

30. It is agreed that there is no representation, warranty, collateral agreement or

condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

31. This Agreement will enure to the benefit of and be binding on the Parties and their

respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

32. Headings are inserted for the convenience of the Parties only and are not to be

considered when interpreting this Agreement.

GENDER

33. Words in the singular mean and include the plural and vice versa. Words in the

masculine mean and include the feminine and vice versa.

GOVERNING LAW

34. This Agreement will be governed by and construed in accordance with the laws of

the State of Delaware.

SEVERABILITY

35. In the event that any of the provisions of this Agreement are held to be invalid or

unenforceable in whole or in part, all other provisions will nevertheless continue to be

valid and enforceable with the invalid or unenforceable parts severed from the

remainder of this Agreement.

WAIVER

36. The waiver by either Party of a breach, default, delay or omission of any of the

provisions of this Agreement by the other Party will not be construed as a waiver of any

subsequent breach of the same or other provisions.