User Agreement

Merchant:
  Name and email of the responsible party completing the electronic contact form
Discount Club:
  Prodigy Card LLC dba Fifty States Discount Club

WHEREAS, the Merchant desires to engage the Discount Club to promote the merchant and the collective group of merchants who join the program.
WHEREAS, the Discount Club agrees to provide marketing services under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:

Agreement
1. Marketing: The Discount Club agrees to advertise the Merchant’s discount offer on its phone app and market the phone app for the benefit of the Merchant and the collective group of merchants.
2. Discount Offer Cooperative Agreement: The Merchants agrees to offer a discount to the Discount Club members, preferrably based on the Discount Club’s recommended proprietary discount fairness model.
3. Advertising Cooperative Agreement:  The Merchants agrees to place a Discount Club membership offer pedestal sign near the cash register(s).
4. Additional Services: Any additional services mutually agreed upon in writing by both parties.
5. Payment Terms: The Merchant agrees to pay the Discount Club the subscription fee set forth in the phone app.
Term and Termination
1. Term: This Agreement shall commence on the day a subscription plan is purchased and shall continue until the subscription plan is cancelled, unless terminated earlier as provided herein.
2. Termination for Convenience: The Merchant may terminate this Agreement for any reason by cancelling their subscription through the App and sending a courtesy notice to the Discount Club owner. Days left until the end of the subscription will not be refunded.  The Discount Club owner may terminate this Agreement for any reason by sending a courtesy notice by phone or email to the Merchant representative.
3. Effect of Termination: Upon termination of this Agreement, the Discount Club shall cease all Services, and the Merchant shall cease being an active store within the Discount Club network of stores.
Intellectual Property
1. Ownership: All materials, content, and deliverables created by the Discount Club under this Agreement shall be the exclusive property of the Discount Club, unless otherwise agreed in writing.
Confidentiality
1. Confidential Information: Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.
2. Non-Disclosure: Neither party shall disclose any confidential information to third parties without the prior written consent of the other party, except as required by law.
Indemnification
1. Indemnification by the Discount Club: The Discount Club agrees to indemnify and hold harmless the Merchant from any claims, damages, or liabilities arising out of the Discount Club's breach of this Agreement or negligent performance of the Services.
2. Indemnification by the Merchant: The Merchant agrees to indemnify and hold harmless the Discount Club from any claims, damages, or liabilities arising out of the Merchant's breach of this Agreement or the use of any materials provided by the Merchant.
Limitation of Liability
1. Limitation: Neither party shall be liable for any indirect, incidental, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
2. Cap on Liability: The total liability of either party under this Agreement shall not exceed the total amount paid by the Merchant to the Discount Club under this Agreement.
Miscellaneous
1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania.
2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, agreements, and understandings.
3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
4. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.
5. Notices: All notices under this Agreement shall be in writing and sent to the addresses listed above.

By checking off the box "Service Agreement", the parties agree to be bound by the terms of this Agreement as of the date of the first subscription payment submitted via the Fifty States Discount Mobile app.

Last Date Modified 2/1/25