Prepaid Credits and Wallet Balance Addendum

1. Definitions

1.1 "Credits"

"Credits" means noncash, nontransferable bookkeeping units issued by LeadChuck that may be applied solely toward payment of Eligible Fees in accordance with this Credits Addendum.

Credits may include:

1. "Purchased Credits," which are issued following LeadChuck's receipt of payment from or on behalf of User; and
2. "Promotional Credits," which are issued without payment, including as part of a promotion, incentive, adjustment, dispute resolution, or courtesy.

1.2 "Credit Balance"

"Credit Balance" means the number or stated value of valid Credits shown in User's LeadChuck account.

Any use of the term "wallet" in the Services or user interface is solely a convenience label for the electronic record of User's Credits. A wallet is not a bank account, deposit account, escrow account, custodial account, brokerage account, stored-value account, or other financial account maintained for User.

1.3 "Eligible Fees"

"Eligible Fees" means fees owed directly to LeadChuck for LeadChuck's own products and services, including lead fees, referral-program service fees (including gift-card fulfillment service totals), deals and advertising fees, newsletter and subscription fees, and platform fees.

Eligible Fees do not include, unless LeadChuck expressly states otherwise in writing:

1. purchase prices, sale proceeds, deposits, or other amounts owed to another User or third party;
2. funds transmitted from one User to another;
3. amounts held in escrow for a transaction;
4. taxes or government charges collected on behalf of another person;
5. third-party payment-processing fees; or
6. any other amount that LeadChuck collects solely as an intermediary for another person.

1.4 "Funding Proceeds"

"Funding Proceeds" means money actually received and finally settled by LeadChuck in exchange for Purchased Credits.

2. Business Use Only

User represents, warrants, and agrees that:

1. User is acquiring and using Credits solely for commercial or business purposes;
2. User is not acquiring or using Credits primarily for personal, family, or household purposes;
3. User will not resell, redistribute, gift, or otherwise provide Credits to consumers or other persons; and
4. the individual accepting this Credits Addendum has authority to bind the applicable business entity.

3. Purchase and Issuance of Credits

3.1 Purchase

User may purchase Credits through the payment methods and in the amounts permitted by LeadChuck. Unless otherwise disclosed at the time of purchase, one Credit may be applied toward one U.S. dollar of Eligible Fees.

Credits may be shown in dollar-denominated units solely to indicate the amount of Eligible Fees against which the Credits may be applied. This display does not mean that the Credit Balance is cash or that LeadChuck holds an equivalent amount of money for User.

3.2 Settlement

Credits may be issued provisionally while a payment is pending. Purchased Credits become final only after LeadChuck receives final, nonrevocable settlement of the corresponding payment.

LeadChuck may withhold, reverse, suspend, or cancel Credits corresponding to a payment that is declined, returned, reversed, charged back, disputed, fraudulent, unauthorized, or otherwise not finally received by LeadChuck.

3.3 Nature of Purchase

Payment for Purchased Credits is consideration for a limited contractual right to apply the Credits toward Eligible Fees under this Credits Addendum.

Except as required by applicable law, the purchase of Credits does not create a deposit, bailment, escrow, trust, custodial relationship, fiduciary relationship, agency relationship, or ownership interest in any particular cash, account, security, investment, or other asset held or controlled by LeadChuck.

4. Ownership of Funding Proceeds

Upon final settlement of a payment for Purchased Credits:

1. title to the Funding Proceeds transfers to LeadChuck;
2. the Funding Proceeds become LeadChuck's corporate funds;
3. User retains no legal, equitable, beneficial, or ownership interest in the Funding Proceeds or in any account or asset into which those proceeds are deposited, transferred, pooled, used, or invested; and
4. User's rights are limited to the contractual right to apply valid Credits toward Eligible Fees, subject to this Credits Addendum.

No Funding Proceeds are held in User's name or for User's benefit unless LeadChuck expressly agrees otherwise in a separate written agreement signed by an authorized LeadChuck representative.

5. Permitted Use and Restrictions

Credits may be used only through User's LeadChuck account and only to satisfy Eligible Fees owed directly to LeadChuck.

Except where applicable law expressly requires otherwise, Credits:

1. are not legal tender, currency, cryptocurrency, electronic money, securities, or investment products;
2. cannot be withdrawn or redeemed for cash;
3. cannot be transferred, assigned, sold, resold, pledged, gifted, or exchanged;
4. cannot be transferred between Users or LeadChuck accounts;
5. cannot be used to pay amounts owed to another User or third party;
6. cannot be used outside the LeadChuck Services;
7. cannot be used to transmit value to another person or location;
8. do not have value independent of the right to apply them toward Eligible Fees; and
9. may not be used for any illegal, fraudulent, abusive, or prohibited activity.

The parties intend Credits to operate solely as closed-loop company credits usable against LeadChuck's own fees. Nothing in this Credits Addendum overrides a classification imposed by nonwaivable applicable law.

6. Nonrefundability

Except as required by applicable law or expressly stated in a written LeadChuck refund policy applicable to the purchase:

1. all purchases of Credits are final;
2. Purchased Credits are nonrefundable;
3. Credits cannot be exchanged for cash or returned for a cash refund;
4. the cancellation, abandonment, expiration, or failure of an anticipated transaction does not entitle User to a refund of unused Credits; and
5. unused valid Credits will remain available for application toward future Eligible Fees, subject to this Credits Addendum.

LeadChuck may issue a refund or other accommodation in its discretion. A discretionary refund or accommodation does not create an obligation to provide another refund or accommodation in the future.

6.1 Termination by LeadChuck Without Cause

If LeadChuck permanently terminates User's access to the Services without breach, fraud, chargeback, misuse, sanctions concern, legal requirement, or other cause attributable to User, LeadChuck will refund the purchase price attributable to unused valid Purchased Credits, less any amounts User owes LeadChuck.

Promotional Credits are not refundable under any circumstances unless required by law.

7. Management of Funding Proceeds

LeadChuck may, in its sole discretion and subject to applicable law:

1. combine or pool Funding Proceeds with LeadChuck's other corporate funds;
2. deposit Funding Proceeds in one or more operating, checking, savings, sweep, money-market, brokerage, custodial, treasury-management, or other accounts maintained in LeadChuck's name;
3. transfer Funding Proceeds between financial institutions or financial service providers;
4. use Funding Proceeds for LeadChuck's business and operating purposes;
5. invest Funding Proceeds in deposits, cash equivalents, money-market instruments, government obligations, securities, or other lawful treasury-management instruments; and
6. change its banks, custodians, broker-dealers, investment vehicles, or treasury-management arrangements without notice to User.

Except where required by law, LeadChuck has no obligation to:

1. segregate Funding Proceeds from its other funds;
2. maintain a separate account for User;
3. maintain a cash reserve equal to outstanding Credit Balances;
4. hold Funding Proceeds in trust, escrow, or for the benefit of User;
5. place Funding Proceeds in an account designated "for benefit of" User; or
6. provide User with information regarding LeadChuck's treasury-management arrangements.

LeadChuck's treasury gains, losses, expenses, or investment performance do not increase or decrease User's valid Credit Balance. Subject to this Credits Addendum, LeadChuck remains responsible for honoring valid Credits regardless of the performance of LeadChuck's treasury assets.

8. Interest, Yield, and Other Earnings

Credits do not accrue interest, yield, dividends, appreciation, rewards, or other returns for User.

All interest, yield, dividends, rebates, rewards, discounts, gains, income, and other benefits generated by or associated with Funding Proceeds, LeadChuck's bank accounts, or LeadChuck's treasury-management activities belong exclusively to LeadChuck.

User has no right to:

1. receive any such interest, earnings, or benefits;
2. have any such amount added to User's Credit Balance;
3. receive an accounting of such amounts; or
4. assert any ownership, beneficial, equitable, fiduciary, or other claim to such amounts.

This Section applies regardless of how long Credits remain unused and regardless of the bank, account, custodian, broker, investment, or treasury-management vehicle selected by LeadChuck, except to the extent nonwaivable applicable law expressly requires otherwise.

9. No Bank Account, Insurance, or Investment

Credits and Credit Balances are not:

1. bank deposits;
2. savings accounts;
3. escrow or trust accounts;
4. custodial accounts maintained for User;
5. securities or investment interests;
6. insured accounts held in User's name; or
7. products through which User participates in the gains or losses of any underlying asset.

User is not an account holder, depositor, securities customer, or named beneficiary with respect to any financial account or asset maintained by LeadChuck.

Any deposit insurance, securities-customer protection, or other protection applicable to an account maintained by LeadChuck applies according to the terms and law governing that account and does not necessarily provide separate protection to User or User's Credit Balance.

In the event of LeadChuck's insolvency, bankruptcy, or receivership, User may have only a general unsecured contractual claim relating to unused Purchased Credits, unless applicable law provides otherwise.

10. Balance and Funding Limits

LeadChuck does not currently publish limits on Credit purchases or Credit Balances. LeadChuck may establish, change, or enforce limits in the future regarding:

1. the minimum or maximum Credit purchase;
2. the maximum Credit Balance;
3. the amount or frequency of daily, monthly, or annual purchases;
4. the amount of Credits that may be used during a period;
5. accepted payment methods;
6. the persons authorized to fund an account; and
7. the countries or locations from which Credits may be purchased or used.

LeadChuck may reject or reverse a purchase intended to evade any limit in effect.

11. Expiration, Inactivity, and Unclaimed Property

11.1 Purchased Credits

Purchased Credits do not expire.

11.2 Promotional Credits

Promotional Credits may expire or be subject to additional restrictions stated when they are issued.

11.3 Inactivity Fees

LeadChuck will not assess an inactivity, dormancy, or maintenance fee against Purchased Credits unless the fee is clearly disclosed and permitted by applicable law.

11.4 Unclaimed Property

Applicable unclaimed-property or escheat law may require LeadChuck to report or remit the value of certain inactive Credits to a government authority.

If LeadChuck remits an amount associated with User's Credits to a government authority as required by law:

1. LeadChuck may reduce the corresponding Credit Balance;
2. LeadChuck will have no further obligation to User for the remitted amount; and
3. User must seek recovery from the applicable government authority.

12. Reversals, Chargebacks, and Amounts Owed

If User initiates or obtains a chargeback, reversal, refund, return, or payment dispute relating to Purchased Credits, LeadChuck may:

1. cancel the corresponding Credits;
2. suspend User's ability to purchase or use Credits;
3. place User's Credit Balance below zero if the Credits were already used;
4. require User to pay the resulting amount immediately;
5. offset the amount against other Credits, payments, or amounts payable to User; and
6. recover reasonable collection costs to the extent permitted by law.

A chargeback does not modify the nonrefundability provisions of this Credits Addendum.

13. Errors and Account Records

LeadChuck may correct clerical, billing, system, pricing, or accounting errors affecting Credits or a Credit Balance.

User must notify LeadChuck at support@leadchuck.comof any suspected error within 60 days after the applicable transaction first appears in User's account. Failure to notify LeadChuck within that period may constitute acceptance of the account record, except where applicable law prohibits that result.

LeadChuck's electronic records will control absent manifest error.

14. Verification, Fraud Prevention, and Legal Compliance

LeadChuck may require identity, business, payment-method, ownership, source-of-funds, or other verification before permitting the purchase or use of Credits.

LeadChuck may delay, restrict, suspend, reverse, or refuse a Credit transaction when LeadChuck reasonably believes it is necessary to:

1. prevent fraud, abuse, money laundering, sanctions violations, or illegal activity;
2. investigate a payment dispute or unauthorized transaction;
3. comply with law, legal process, or a request from a financial institution or government authority;
4. protect LeadChuck, its Users, or third parties; or
5. enforce the Terms or this Credits Addendum.

15. Taxes

User is responsible for taxes, duties, levies, and government charges arising from User's purchase or use of the Services, except taxes imposed on LeadChuck's net income.

Credits will be applied to taxes or third-party charges only if LeadChuck expressly permits that application.

16. Application to Existing Credits

By affirmatively accepting this Credits Addendum, User agrees that, to the maximum extent permitted by law, it applies to:

1. Credits purchased after acceptance;
2. Credits issued after acceptance; and
3. all Credits already shown in User's account on the date of acceptance.

LeadChuck may require acceptance of this Credits Addendum before permitting User to purchase or use additional Credits.

17. Changes to This Credits Addendum

LeadChuck may modify this Credits Addendum as described in the Terms.

Where required by applicable law, LeadChuck will provide advance notice or obtain affirmative acceptance before a material change affecting the ownership of Funding Proceeds, nonrefundability of Purchased Credits, permitted uses of Credits, or entitlement to interest or earnings becomes effective.

18. Severability and Mandatory Law

If any provision of this Credits Addendum is found unenforceable, that provision will be enforced to the maximum extent permitted, and the remaining provisions will remain in effect.

Nothing in this Credits Addendum waives any right or obligation that cannot lawfully be waived.

19. Contact

Questions concerning Credits may be directed to:

Nishanian Holdings LLC, d/b/a LeadChuck
3565 Aldridge Rd.
Lewisburg, TN 37091
support@leadchuck.com