RECITALS

WHEREAS, the Client desires to engage the Service Provider to file a claim on behalf of the Client in the Visa/MasterCard class action lawsuit (the “Claim”); and

WHEREAS, the Service Provider agrees to provide the services described herein under the terms and conditions set forth in this Agreement.

1.  SERVICES TO BE PROVIDED
The Service Provider agrees to prepare, file, manage, and monitor the Claim process on behalf of the Client in the Visa/MasterCard class action lawsuit. The Service Provider does not guarantee any particular outcome, amount, or timeline for recovery.

2.  CONTINGENCY FEE PROVISION
The Client agrees to pay the Service Provider a contingency fee equal to 18% of the total gross amount recovered from the settlement.

a.  Service Provider’s Portion (18%): The Service Provider shall retain 18% of the gross settlement amount as its portion of the contingency fee.

b.  Attorney’s Portion (2.5%): The Attorney shall be compensated by the Service Provider in an amount of 2.5% of the total gross settlement amount. This shall be paid to DeCotiis, FitzPatrick, Cole & Giblin, LLP(“Attorney-in-Fact”) for fiduciary and financial management services. This payment shall be deducted from the Service Provider’s portion of the contingency fee. Under the stipulations within this Agreement, the Client is not responsible for paying any fees beyond the 18% contingency fee.

Successful Recovery: The contingency fee shall be paid only in the event of a successful recovery. If there is no recovery, the Client owes no fees.

3.  FINANCIAL FIDUCIARY: ATTORNEY-IN-FACT
The Client acknowledges and agrees that DeCotiis, FitzPatrick, Cole & Giblin, LLP will act as the financial fiduciary and Attorney- in-Fact for the limited purpose of managing funds related to the Claim.

a.  Role of Attorney-in-Fact:

1.     The Attorney-in-Fact is not a party to this Agreement and is not providing legal services to the Client.

2.     The Attorney-in-Fact’s role is strictly limited to fiduciary services, including receiving settlement funds, retaining funds in an attorney trust account, and disbursing funds as described herein.

3.     The Attorney-in-Fact shall not advise, represent, or assist the Client in legal matters related to the Claim.

b.  Authorization of Attorney-in-Fact: The Client authorizes DeCotiis, FitzPatrick, Cole & Giblin, LLP to:

1.     Collect all settlement funds from the claims administrator.

2.     Retain funds in a New Jersey Bar-compliant attorney trust account.

3.     Disburse funds to the Client and the Service Provider as specified in this Agreement.

c.  Attorney Fees: The Client acknowledges that the 2.5% fee paid to DeCotiis, FitzPatrick, Cole & Giblin, LLP is included in the Service Provider’s contingency fee, and the Client bears no additional cost for this service.

4.  DISBURSEMENT OF FUNDS
Settlement funds will be disbursed as follows, less applicable fees:

1.     Client: 82% of the gross settlement proceeds.

2.     Service Provider: 18% of the gross settlement proceeds

·  Attorney-in-Fact: 2.5% of the gross settlement proceeds (paid from the Service Provider’s portion).

Clarifications:
a.  The Service Provider is responsible for covering all attorney fees from its portion of the contingency fee.

b.  Funds will be disbursed by the Attorney-in-Fact within 30 business days of clearance into the attorney trust account, unless delays arise due to banking, administrative, or other unforeseen issues beyond the Attorney-in- Fact’s control.

c.  Disputed funds, if any, will remain in the attorney trust account until resolved.

5.  CLIENT RESPONSIBILITIES
 
The Client agrees to:

1.     Provide accurate and complete documentation and information as requested by the Service Provider.

2.     Cooperate fully with the Service Provider and Attorney-in-Fact throughout the Claim process.

3.     Assume responsibility for any inaccuracies, omissions, or fraudulent information submitted, including indemnifying the Service Provider and Attorney-in-Fact from any resulting claims or damages.

DISCLAIMER; Class members need not sign up for a third-party service in order to participate in any monetary relief and no-cost assistance will be provided from the Class Administrator and Class Counsel during the claims-filing period. For further information please visit paymentcardsettlement.com

6.  INDEMNIFICATION
The Client agrees to indemnify, defend, and hold harmless the Service Provider and DeCotiis, FitzPatrick, Cole & Giblin, LLP from any claims, damages, liabilities, or expenses arising from:

1.     The Client’s breach of this Agreement.

2.     Inaccurate, incomplete, or fraudulent information provided by the Client.

7.  TERM AND TERMINATION

1.     Term: This Agreement begins on the Effective Date and continues until the final resolution of the Claim and payment of all amounts due.

2.     Termination: Either party may terminate this Agreement by providing written notice to the other party. Termination does not relieve the Client of obligations for fees incurred before termination.

8.  CONFIDENTIALITY
Both parties agree to maintain the confidentiality of all proprietary or sensitive information shared under this Agreement, except as required by law or necessary to manage the Claim.

9.  LIMITATIONS OF LIABILITY

1.     The Service Provider and Attorney-in-Fact make no guarantees regarding the success, timing, or amount of the Claim recovery.

2.     Limitation of Damages: The Service Provider’s total liability is capped at the contingency fee received. Neither the Service Provider nor the Attorney-in-Fact is liable for indirect, consequential, or punitive damages, except in cases of gross negligence or willful misconduct.

10.  GOVERNING LAW
This Agreement is governed by the laws of the State of New Jersey.

11.  DISPUTE RESOLUTION AND WAIVER OF JURY TRIAL
Any disputes, controversies, or claims arising out of or relating to this Agreement, including its breach, termination, or validity, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in Bergen County, New Jersey. The decision of the arbitrator(s) shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

By agreeing to this provision, the parties understand and agree that they are waiving their right to a trial by jury or to litigate disputes in court. Arbitration is the exclusive remedy, and the parties expressly waive any right to appeal, except as provided under the Federal Arbitration Act. This waiver is made knowingly, voluntarily, and intentionally.

12.  ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments must be in writing and signed by both parties.

13.  SEVERABILITY
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.  COUNTERPARTS
This Agreement may be executed in counterparts, including electronically, with all counterparts constituting one agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

and DeCotiis, FitzPatrick, Cole & Giblin, LLP (“Attorney-in-Fact”), with its principal place of business at 61 South Paramus Road, Suite 250, Paramus, NJ 07652

 

RECITALS

WHEREAS, the Client wishes to engage the Attorney-in-Fact to perform specific fiduciary duties related to the collection, retention, and disbursement of funds arising from the Visa/MasterCard class action lawsuit (the “Claim”);

WHEREAS, this Agreement is entered into in connection with the Client’s engagement of FV Vantage, LLC (“Service Provider”) for claim filing services, and this Agreement is attached as an addendum to the Service Provider’s agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

I.  APPOINTMENT OF ATTORNEY-IN-FACT
The Client appoints DeCotiis, FitzPatrick, Cole & Giblin, LLP as its Attorney-in-Fact, limited to the following fiduciary duties related to the Claim:

1.     Collection: Receive settlement funds from the claims administrator or any designated payor.

2.     Retention: Retain all received funds in an attorney trust account or escrow account, in compliance with applicable New Jersey Bar rules governing client funds.

3.     Disbursement: Disburse funds as follows:

o   Deduct applicable fees, costs, and expenses as outlined in Section III.

o   Distribute the net proceeds to the Client and Service Provider as described in Section III.

o   Complete disbursements within thirty (30) business days of fund clearance, unless unforeseen delays occur as outlined in Section V.4.

4.     Communication: Communicate with the Settlement Administrator, Service Provider, and other relevant parties strictly regarding the financial aspects of the Claim. All direct communication with the Client will be handled through the Service Provider unless required by law.

II.  SCOPE OF REPRESENTATION
The Attorney-in-Fact’s role is limited to the fiduciary duties explicitly described herein. The Attorney-in-Fact:

1.     Will not provide legal advice, representation, or services related to:

o   The Claim’s merits or eligibility.

o   The settlement agreement or payout terms.

o   Disputes regarding the allocation of funds between the Client and the Service Provider.

2.     Is not responsible for verifying claim eligibility, documentation accuracy, or actions of the Client, Service Provider, or third parties.

3.     Assumes no liability for:

o   Delays caused by third parties, including the claims administrator or Service Provider.

o   Errors or omissions in the Claim process not directly caused by the Attorney-in-Fact’s gross negligence or willful misconduct.

4.     Provides no guarantee of the receipt, timing, or amount of settlement funds.

5.     Limited Communication: The Client agrees to refrain from contacting the Attorney-in-Fact about matters unrelated to the fiduciary duties explicitly stated in this Agreement. Any such communications may be redirected to the Service Provider.

III.  DISBURSEMENT OF FUNDS
Settlement funds will be disbursed as follows, after deducting fees and costs:

1.     Client: The Client shall receive a percentage of the settlement proceeds as specified in their agreement with the Service Provider.

2.     Service Provider: The Service Provider shall receive a percentage of the settlement proceeds as specified in their agreement with the Client. This portion includes any attorneys’ fees or related expenses owed under the terms of the agreement, which are entirely covered by the Service Provider.

 

Clarifications:
 

·        The Service Provider is solely responsible for covering attorneys’ fees from its portion. At no point will the Client be responsible for paying any fees beyond what is stated in their agreement with the Service Provider.

·        Funds will be disbursed within thirty (30) business days after clearance into the attorney trust account, subject to any unresolved disputes.

·        Any disputes regarding the allocation of funds between the Client and Service Provider will not delay disbursement beyond the non-disputed amounts.

III.A.        Acknowledgment of Receipt and Non-Dispute
The Client shall execute an Acknowledgment of Receipt and Non- Dispute (the “Acknowledgment”) confirming that:

1.     The Client has received its portion of the settlement proceeds as calculated and described in this Agreement.

2.     The Client has no disputes with the Service Provider regarding the allocation of funds.

3.     The Client releases the Attorney-in-Fact from any liability arising from disputes between the Client and the Service Provider.

4.     The Acknowledgment shall be deemed final and binding, except for claims arising from gross negligence or willful misconduct by the Attorney-in-Fact.

Refusal to Sign: If the Client refuses to sign the Acknowledgment, the Attorney-in-Fact may, at its discretion:

1.     Retain the disputed funds in the attorney trust account until the dispute is resolved.

2.     Disburse the non-disputed funds while holding the disputed portion until the Attorney-in-Fact receives written instructions signed by all relevant parties or a court order.

IV.  CLIENT ACKNOWLEDGMENTS
The Client acknowledges and agrees that:

1.     The Attorney-in-Fact’s role is limited to fiduciary management of settlement funds as described in this Agreement.

2.     The Attorney-in-Fact is not responsible for delays, inaccuracies, or disputes arising from:

o   The claims process or settlement administrator.

o   Actions or omissions of the Service Provider or other third parties.

3.     The Client must provide accurate, complete documentation and cooperate fully. Any delays or failures caused by the Client will release the Attorney-in-Fact from liability for resulting issues.

4.     The Attorney-in-Fact is not responsible for investigating or resolving any claims, disputes, or challenges related to the eligibility or merits of the Claim.

V.  LIABILITY AND INDEMNIFICATION

1.     Standard of Care: The Attorney-in-Fact will perform its duties with reasonable care and diligence, consistent with the rules governing New Jersey attorneys.

2.     Indemnification: The Client agrees to indemnify and hold harmless the Attorney-in-Fact, its partners, employees, and agents from any claims, damages, or liabilities arising from its performance under this Agreement, except in cases of gross negligence or willful misconduct.

3.     Limitation of Liability: The Attorney-in-Fact’s total liability under this Agreement is limited to the fees earned under this Agreement, except as otherwise prohibited by law or the Rules of Professional Conduct. This limitation does not apply to claims arising from the Attorney-in-Fact’s gross negligence or willful misconduct. The Attorney-in-Fact shall not be liable for indirect, consequential, or punitive damages, including lost profits, except to the extent such damages are directly attributable to gross negligence or willful misconduct.

4.     Force Majeure: The Attorney-in-Fact is not responsible for delays or failures due to events beyond its control, including acts of God, government actions, third-party delays, or other unforeseen circumstances.

5.     Dispute Holdback: In the event of a dispute regarding disbursement, the Attorney-in-Fact may hold the disputed portion of funds in trust until the dispute is resolved. The Attorney-in-Fact will have no liability for reasonable delays caused by such disputes.

VI.  TAX DISCLAIMER
The Attorney-in-Fact provides no tax advice regarding settlement proceeds. The Client is solely responsible for consulting with independent tax counsel to determine the tax implications of any funds received.

VII.  DISPUTE RESOLUTION

1.     The parties agree to first attempt resolution of disputes through good-faith negotiations.

2.     If unresolved, the dispute will be submitted to mediation with a mutually agreed-upon mediator.

3.     If mediation fails, the dispute will be resolved through binding arbitration under the rules of the American Arbitration Association, with the venue in Bergen County, New Jersey. Arbitration costs will be shared equally.

VIII.  ADDITIONAL SAFEGUARDS

1.     Accounting of Funds: The Attorney-in-Fact will provide a full accounting of funds upon reasonable request by the Client, consistent with New Jersey Bar rules.

2.     Trust Account Oversight: Settlement funds will be segregated and held in an attorney trust account in accordance with New Jersey Bar rules. No commingling of funds will occur.

3.     Record Retention: The Attorney-in-Fact will retain records of all transactions related to the Claim for a period of at least six (6) years.

IX.  TERMINATION

1.     This Agreement terminates upon final disbursement of settlement funds.

2.     Either party may terminate with written notice, provided termination does not affect accrued rights or obligations.

3.     In the event of termination, any undistributed funds will remain in the attorney trust account until appropriate disbursement instructions are provided or the matter is resolved.

X.  GENERAL PROVISIONS

1.     Governing Law: This Agreement is governed by the laws of the State of New Jersey.

2.     Entire Agreement: This Agreement represents the entire understanding between the parties and supersedes all prior agreements.

3.     Amendments: Amendments must be in writing and signed by both parties.

4.     Severability: If any provision is invalid, the remaining provisions remain enforceable.

5.     Counterparts: This Agreement may be executed in counterparts, including electronically, and all counterparts together constitute one agreement.

(the “Business”), hereby attest to the accuracy of the information provided. I affirm that I am authorized to bind the Business in this matter. I acknowledge the limited scope of representation of DeCotiis, FitzPatrick, Cole & Giblin, LLP as outlined in this Agreement and release DeCotiis, FitzPatrick, Cole & Giblin, LLP from any liability arising from actions beyond its expressly stated duties. This attestation shall be binding upon the Business under applicable law.

SIGNATURES