DISCOUNTED MEMBERSHIPS PARTNERSHIP AGREEMENT

RECITALS

WHEREAS, Car Wash Provider offers car wash membership services to customers;

WHEREAS, Partner desires to provide discounted membership services as part of its Discounted Memberships program for the benefit of its employees; and

WHEREAS, the parties desire to formalize their understanding through this Agreement, subject to the terms and conditions set forth herein.

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

1. PROMOTIONAL DISCOUNT OFFER

1.1 Discount. Car Wash Provider agrees to offer Partner’s employees a discounted membership promotion code (“Discounted Membership”) as part of the Partner’s Discounted Memberships program. The specific discount, detailed in Schedule A attached hereto, is subject to change at Car Wash Provider’s sole discretion upon providing thirty (30) days’ prior written notice to Partner. Car Wash Provider reserves the right to modify or discontinue the Discounted Membership offering at any time without liability.

1.2 Eligibility. The Discounted Membership shall be exclusively available to current, verified employees of Partner. Partner agrees to take reasonable measures to ensure that the promotional codes are distributed solely to eligible employees. Car Wash Provider may request Partner to authenticate employee eligibility at any time and reserves the right to refresh, suspend or deactivate promotional codes to address misuse or prevent unauthorized access.

1.3 Membership Terms. Employees who utilize the Discounted Membership are subject to the Car Wash Provider’s standard membership terms and conditions, including cancellation and renewal policies, as may be updated from time to time at Car Wash Provider’s sole discretion. Employees may cancel their membership at any time without penalty, subject to any applicable terms. Car Wash Provider reserves the right, at any time and without notice, to suspend, terminate or revoke Partner’s access to the Discounted Membership or any employee memberships obtained thereunder if Car Wash Provider determines, in its sole discretion, that: (i) Partner or any employee has violated any provision of this Agreement or Car Wash Provider’s standard membership terms and conditions; or (ii) Partner or any employee has engaged in or is reasonably suspected to have engaged in any fraudulent, misleading or unlawful activities in connection with the Discounted Membership.

1.4 Pricing Changes. Membership pricing under this Agreement will be discounted as a percentage of Car Wash Provider’s standard, non-discounted membership price. Car Wash Provider reserves the right, at its sole discretion, to adjust standard membership pricing at any time. Notice of any price adjustments shall be communicated to members in accordance with Car Wash Provider’s standard practices. Any such changes will automatically apply to Discounted Membership pricing based on the agreed discount percentage. Partner acknowledges and agrees that Car Wash Provider has no obligation to maintain specific pricing levels for memberships or discounts.

2. EXCLUSIVITY

2.1 Car Wash Exclusivity. Partner agrees that Car Wash Provider shall be the exclusive car wash service provider included in Partner’s Discounted Memberships program during the term of this Agreement.

2.2 No Competitive Services. Partner shall not promote, endorse or engage in any partnerships, programs or enter into any agreements with competing car wash service providers during the term of this Agreement.

3. TERM AND TERMINATION

3.1 Term. This Agreement shall commence on the Effective Date and shall remain in effect for an initial term of one (1) year (the “Initial Term”). The Agreement shall automatically renew for successive one-year periods unless terminated by either party with thirty (30) days’ prior written notice.

3.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

3.3 Effect of Termination. Upon termination, Partner shall immediately cease distribution of the promotional codes to its employees, and Car Wash Provider may deactivate any unused promotional codes. Car Wash Provider reserves the right to discontinue memberships created under this Agreement within thirty (30) days’ written notice to affected employees.

4. CONFIDENTIALITY

4.1 Confidential Information. Both parties agree to keep strictly confidential any non-public information relating to the disclosing party shared during the term of this Agreement, including but not limited to employee lists, pricing terms, and promotional and other business strategies. Confidential information shall only be used for the purposes of fulfilling obligations under this Agreement and shall not be shared with third parties without prior written consent.

4.2 Permitted Disclosures. Confidential information may be disclosed if required by law or court order, provided that the disclosing party gives the other party prompt written notice and an opportunity to seek a protective order prior to disclosure.

5. REPRESENTATIONS AND WARRANTIES

5.1 Authority. Each party represents and warrants that it has the authority to enter into this Agreement and that execution of this Agreement will not violate any existing agreements or legal obligations.

5.2 Compliance with Laws. Both parties shall comply with all applicable federal, state, and local laws in connection with their performance under this Agreement.

6. INDEPENDENT CONTRACTOR

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

7. GENERAL PROVISIONS

7.1 Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, whether written or oral.

7.2 Amendments. No amendment to this Agreement shall be valid unless in writing and signed by both parties.

7.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

7.4 Notices. All notices under this Agreement shall be in writing and delivered to the addresses specified above or to such other address as either party may designate in writing.

7.5 Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision.

7.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

8. BRANDING AND MARKETING USAGE

8.1 License to Use Branding. Car Wash Provider grants Partner a limited, non-exclusive, non-transferable, and revocable license to use Car Wash Provider’s name, logo, trademarks, and marketing materials (“GO Car Wash Branding”) solely for the purpose of promoting the employee perks program to Partner’s employees.

8.2 Permitted Use. Partner may use GO Car Wash Branding in internal communications, including but not limited to emails, intranet postings, newsletters, and printed materials, to inform employees about the discounted membership program. Any use of GO Car Wash Branding must adhere to Car Wash Provider’s brand guidelines, which shall be provided upon request.

8.3 Restrictions on Use. Partner shall not modify, alter, or create derivative works of GO Car Wash Branding without prior written consent from Car Wash Provider. Partner shall not use GO Car Wash Branding in any way that implies endorsement beyond the scope of this Agreement or that misrepresents the partnership. Car Wash Provider reserves the right to review and approve any materials created by Partner that feature GO Car Wash Branding prior to publication or distribution.

8.4 Termination of Branding Rights. Upon termination of this Agreement, Partner shall immediately cease all use of GO Car Wash Branding and remove any materials containing such branding from circulation.