SECTION 1: PARTIES

This Client Advisory Services Agreement (the "Agreement") is entered into by and between:

CLIENT INFORMATION

SECTION 2: WHAT WE DO

2.1 Our Services

New Matrix Capital provides business capital advisory services, including:

• Capital Strategy Consulting: We analyze your business finances and help you understand your funding options
• Funding Placement: We connect you with lenders and funding sources that match your needs
• Contract Review: We help you understand existing MCA and loan terms
• Debt Resolution Support: We assist with restructuring or resolving problematic financing arrangements
• Financial Education: We provide resources to help you make informed decisions
• Credit Building Guidance: We help you understand and improve your business credit profile

2.2 What We Are NOT

To be clear about our role:

• We are NOT a lender — we do not provide funding directly
• We are NOT a bank or financial institution
• We are NOT licensed attorneys or CPAs (we recommend you consult professionals for legal/tax advice)
• We CANNOT guarantee any funding approval or specific terms

SECTION 3: OUR FEES (CLEAR & SIMPLE)

3.1 Funding Placement Fee Details

• Base Rate: 1-5% of the gross funding amount, depending on deal complexity
• The exact fee will be disclosed in writing BEFORE you accept any funding offer
• Fee is due only after you receive the funds in your account
• If the funding doesn't close, you owe nothing

3.2 Third-Party Compensation Disclosure

In some cases, the funding source (lender or funder) may pay us a commission directly. In those cases:

• We will disclose this to you
• You will NOT be charged a separate fee by us for the same transaction
• We never "double-dip" — you either pay our fee OR the funder pays, never both

SECTION 4: WHAT WE DON'T CHARGE FOR

4.1 Your Receivables Are Yours

We do not claim any right to your business receivables. Unlike some MCAs and predatory arrangements, we will never ask for a percentage of your revenue, sales, or deposits. Our compensation is limited to placement fees on funding we successfully arrange for you.

4.2 No Claims on Outside Funding

If you obtain funding on your own (without our assistance) during or after our engagement, you owe us nothing for that funding. Our fees apply only to transactions where we provided substantive assistance in sourcing, negotiating, or placing the funding.

4.3 No Tail Period Fees

Once our agreement ends, it ends. We do not charge "tail" fees or claim compensation for funding you obtain after termination, unless:

• The funding was from a source we specifically introduced to you, AND
• The funding closes within 90 days of termination, AND
• We were the primary facilitator of that relationship

SECTION 5: YOUR RIGHTS

5.1 Right to Cancel

You may cancel this Agreement at any time by providing written notice (email is fine) to advisory@newmatrix.capital. Cancellation is effective immediately upon receipt.

• No cancellation fees
• No penalties
• You only owe fees for services already completed and funding already received

5.2 Right to Full Disclosure

Before you accept any funding offer, we will provide you with:

• Total cost of the funding (APR or factor rate equivalent)
• Our fee for the placement
• Any fees paid to us by the funder
• Key terms and risks of the funding

5.3 Right to Decline

You are never obligated to accept any funding offer. Our job is to present options — the decision is always yours.

5.4 Right to Seek Other Advisors

You may work with other advisors, brokers, or funding sources at any time. We do not require exclusivity unless separately agreed in writing for a specific project.

SECTION 6: DATA PRIVACY

6.1 What Information We Collect

To provide our services, we may collect:

• Business and personal contact information
• Business financial documents (bank statements, tax returns, P&L statements)
• Existing loan and financing agreements
• Business credit reports (with your authorization)

6.2 How We Use Your Information

We use your information ONLY for:

• Assessing your funding needs
• Submitting applications to potential funders (with your approval)
• Providing advisory services to you
• Communicating with you about your account

6.3 What We DON'T Do

• We do NOT sell your personal information
• We do NOT share your information without your consent (except as required by law)
• We do NOT use your data for unrelated marketing

6.4 Your Data Rights

You may request at any time:

• A copy of all information we have about you
• Correction of any inaccurate information
• Deletion of your information (subject to legal retention requirements)

SECTION 7: TERM & TERMINATION

7.1 Term

This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated by either party.

7.2 Termination by Client

You may terminate at any time by providing written notice. No reason required. No penalty.

7.3 Termination by NMC

We may terminate with 30 days' written notice, or immediately if:

• You provide false or misleading information
• You engage in illegal activity
• You fail to pay undisputed fees owed

7.4 Effect of Termination

Upon termination:

• All pending applications will be discontinued (unless you request transfer)
• You owe fees only for completed transactions
• We will return or delete your confidential information upon request

SECTION 8: LIMITATIONS & DISCLAIMERS

8.1 No Guarantee of Results

While we work diligently to find funding solutions, we cannot and do not guarantee:

• Approval for any funding
• Specific funding amounts or terms
• Timeframes for funding
• Any specific business outcome

8.2 Third-Party Decisions

Funding decisions are made solely by lenders and funders. We have no control over their underwriting or approval processes.

8.3 Not Legal or Tax Advice

Our services are advisory and educational. For legal, tax, or accounting matters, we recommend consulting licensed professionals.

8.4 Limitation of Liability

To the extent permitted by law, our liability is limited to the fees you have paid to us in the 12 months preceding any claim. We are not liable for indirect, consequential, or punitive damages.

SECTION 9: DISPUTE RESOLUTION

9.1 Let's Talk First

If you have a concern or dispute, please contact us first. Most issues can be resolved through open communication. Contact us at advisory@newmatrix.capital or (347) 667-3664.

9.2 Mediation

If we cannot resolve a dispute directly, either party may request non-binding mediation. We will share the cost of a mutually agreed mediator.

9.3 Small Claims Court

Either party may bring claims in small claims court if the claim qualifies.

9.4 Arbitration (Optional)

For larger disputes, the parties may agree to binding arbitration. Arbitration will be conducted under JAMS or AAA Commercial Rules.

• Arbitration location: New York, NY or mutually agreed location
• Costs shared equally unless the arbitrator rules otherwise

9.5 Governing Law

This Agreement is governed by the laws of the State of Delaware.

9.6 Class Action Waiver

Both parties agree to resolve disputes individually and not as part of a class action.

SECTION 10: GENERAL TERMS

10.1 Entire Agreement

This Agreement, including any Schedules, represents our complete agreement. It supersedes any prior discussions or understandings.

10.2 Amendments

This Agreement may only be modified by a written document signed by both parties.

10.3 Severability

If any part of this Agreement is found unenforceable, the rest remains in effect.

10.4 Notices

All notices should be sent to:

• To NMC: advisory@newmatrix.capital or 254 Chapman Rd, Suite 101-B, Newark, DE 19702
• To Client: The email or address provided in this Agreement

10.5 Assignment

You may not assign this Agreement without our written consent. We may assign to an affiliate or in connection with a merger or acquisition.

SIGNATURES

By signing below, both parties agree to the terms of this Client Advisory Services Agreement.

A.1 — Standard Funding Placement Fees

A.2 — When Fees Are Due

• Funding placement fees are due within 5 business days of receiving funds
• Payment by ACH, wire transfer, or company check
• We will provide an invoice before or at funding

A.3 — No Fee Situations

You owe no fee if:

• You decline the funding offer
• The funding does not close
• You obtain funding independently without our involvement
• You terminate the agreement before funding closes

B.1 — Information Collection

We collect information you provide to us, including:

• Contact information (name, email, phone, address)
• Business information (entity name, EIN, industry, revenue)
• Financial documents (bank statements, tax returns, financial statements)
• Existing debt/loan agreements for review

B.2 — How We Use Information

• To provide our advisory and funding placement services
• To submit applications to potential funders (with your consent)
• To communicate with you about your account and services
• To comply with legal requirements

B.3 — Information Sharing

With Your Consent: We share your information with potential funders/lenders only when you authorize us to submit applications on your behalf.

Service Providers: We may use trusted service providers (CRM, document management) who are bound by confidentiality.

Legal Requirements: We may disclose information if required by law, court order, or government request.

B.4 — We Do Not Sell Your Data

We do not sell, rent, or trade your personal or business information to third parties for their marketing purposes.

B.5 — Data Security

We use industry-standard security measures including encryption, secure servers, and access controls to protect your information.

B.6 — Your Rights

• Access: Request a copy of information we hold about you
• Correction: Request correction of inaccurate information
• Deletion: Request deletion of your information (subject to legal requirements)
• Opt-Out: Opt out of marketing communications at any time

B.7 — Data Retention

We retain your information for as long as needed to provide services and comply with legal obligations. Generally, we retain records for 7 years after the end of our engagement.

B.8 — Contact for Privacy Questions

Email: advisory@newmatrix.capital
Subject Line: "Privacy Request"

C.1 — Consent to Electronic Transactions

By signing this Agreement electronically, you agree that:

• Electronic signatures are legally valid and binding
• You consent to conducting business electronically
• Electronic delivery of documents is as valid as paper delivery

C.2 — Methods of Electronic Acceptance

Valid methods include:

• Clicking "I Agree" or "Accept" on our website or application
• Signing via DocuSign, Adobe Sign, or similar platform
• Replying "I Accept" via email
• Typing your name in a signature field

C.3 — Paper Copies Available

You may request a paper copy of any document at any time. Contact us at advisory@newmatrix.capital.

C.4 — System Requirements

To access electronic documents, you need:

• Internet access
• A current web browser
• An email account
• PDF reader software

C.5 — Withdrawing Consent

You may withdraw consent to electronic transactions at any time by contacting us. After withdrawal, we will provide paper documents, though this may slow down services.