Partner Agreement

1) Definitions.

When used herein (including the recitals set forth above), the following terms shall have the meanings set forth below. Each definition in this Agreement includes the singular and the plural and the word “including” means “including but not limited to.”

a) “Card Organizations” means Visa, MasterCard and any other association or card issuer having proprietary rights to and clearing and oversight responsibilities with respect to any credit or debit card used to affect transactions for which any Payment Processing Services are provided pursuant to this Agreement and includes any debit card network utilized to authorize and settle any debit card used to affect transactions for which any Payment Processing Services are provided pursuant to this Agreement.

b) “VeriFee Marks” means the trademarks, trade names and logos of VeriFee.

c) “Confidential Information” means all proprietary, secret or confidential information or data relating to either Party and their operations, employees, products or services, clients, customers or potential customers, and includes the merchant pricing and marketing plans related to the Payment Processing Services, the Program Standards, and the terms of this Agreement.

d) “Insolvency Event” occurs, with respect to any party, when such party:

i) is dissolved, becomes insolvent, generally fails to pay or admits in writing its inability generally to pay its debts as they become due;

ii) makes a general assignment, arrangement, or composition agreement with or for the benefit of its creditors; or

iii) files a petition in bankruptcy or institutes any action under federal or state law for the relief of debtors or seeks or consents to the appointment of an administrator, receiver, custodian, or similar official for the wind up of its business (or has such a petition or action filed against it and such petition or action is not dismissed or stayed within sixty (60) days).

e) “MasterCard” means MasterCard International Incorporated or its successors or assigns.

f) “Merchant” whether or not capitalized means a person or entity that has the right to acquire or otherwise accepts a check or credit, debit or other similar card as payment for goods, services or otherwise.

g) “Merchant Contract” means any contract between VeriFee and a Referred Merchant governing the provision of Payment Processing Services by VeriFee.

h) “Payment Processing Services” means

i) all services necessary to authorize, data capture, process, settle and reconcile transactions affected by Merchants with holders of Visa and MasterCard credit and debit cards,

ii) all services necessary to authorize, data capture and process (and when permitted by the applicable Card Organization, settle and reconcile) transactions affected by Merchants with holders of other Card Organization credit and debit cards, including American Express, Discover, JCB, and Diners Club/Carte Blanche, check guarantee and electronic check acceptance services, and

iii) other related products and services, including analysis, price negotiation point of sale terminal equipment and other electronic payments at the point of sale. Unless the context requires otherwise, such term includes related Merchant customer service, chargeback and retrieval processing, point of sale hardware deployment and service, interchange settlement and risk management (including new Merchant application approval). Such term does not include any card issuing or related activities or services, or sponsoring the aforementioned types of transaction cards.

i) “Program Standards” means the VeriFee referral partner rules and regulations and the credit criteria, standards and policies and procedures established by VeriFee in connection with its underwriting and evaluation of Merchants and its provision of Payment Processing Services to Merchants. The Program Standards may be modified by VeriFee from time to time in its sole discretion.

j) “Referral Information” means the name (legal or d/b/a), business type, date of contact, telephone number, contact person and address for a Merchant, as well as any other information provided by Representative regarding such Merchant for the purpose of solicitation by VeriFee.

k) “Referred Merchant” means each Merchant referred to VeriFee by Representative (including applications received electronically from Merchants) that results in a signed and active Merchant Contract.

l) “Rules” means the bylaws, rules, regulations, orders and interpretations issued by the respective Card Organizations applicable to the performance of Payment Processing Services and related matters, as amended from time to time by the respective Card Organizations.

m) “Visa” means, individually or collectively, as appropriate, Visa U.S.A. Inc. or Visa International or either of their successors or assigns.

2) Obligations of the Representative.

a) Merchant Referrals. Representative will submit merchant referrals, along with Referral Information directly to VeriFee via mutually agreed upon methodologies.

b) Merchant Contract. Representative and its employees are prohibited from misrepresenting any term of any Merchant Contract for the provision of Payment Processing Services.

c) Rules and Regulations. Representative must abide by the Program Standards in its referral of Merchants to VeriFee.

3) Obligations of VeriFee.

a) Sales Support. VeriFee shall quote all applicable fees to Representative’s referred, qualified merchants, provide such merchants with an application and merchant agreement and provide assistance as needed to such merchants in the completion of those forms.

b) Merchant Underwriting. VeriFee may perform credit reviews on prospective Merchants for Payment Processing Services, and Representative understands that VeriFee will not accept any prospective Merchant that does not meet the Program Standards. VeriFee will assume the risks associated with the Payment Processing Services relationship for Referred Merchants. Nothing herein shall require VeriFee to solicit, or continue to solicit, any prospective Merchant that does not qualify under VeriFee Program Standards. VeriFee may approve certain high-risk merchants, and may, at its sole discretion, require security deposits.

c) Performance of Merchant Contract; Pricing. VeriFee will require each approved Merchant to enter into a Merchant Contract with VeriFee. VeriFee will;

i) be responsible, at its expense, for performing all obligations under Merchant Contracts,

ii) bear all credit-related risks under Merchant Contracts,

iii) provide customer service to Referred Merchants for the Payment Processing Services, and

iv) determine all pricing charged to Referred Merchants for the Payment Processing

4) Merchant Relationships.

a) VeriFee Exclusive Rights with Respect to Referred Merchants. Representative acknowledges that, as between Representative and VeriFee, VeriFee owns the Merchant Contracts and resulting Payment Processing Services relationships with the Referred Merchants that are parties to the Merchant Contracts; and, VeriFee may exercise its rights under Merchant Contracts as it deems appropriate subject to the terms of such Merchant Contracts. As between Representative and VeriFee, the parties agree that all fees and similar amounts payable, and any economic benefits arising, under such Merchant Contracts shall inure solely to the benefit of VeriFee and not to the benefit of Representative. The parties agree that Section 7 (Residual Payments) sets forth the sole compensation and economic benefits that Representative shall receive in respect of Payment Processing Services performed in respect of this Agreement and any Merchant Contract.

b) Authority; Ownership. VeriFee will have full and exclusive authority to negotiate with each Referred Merchant to establish, modify, terminate or extend the terms and conditions of any Merchant Contract with such Referred Merchant. Representative understands and agrees that it will in no way be responsible for, have an ownership interest in or be a party to the Merchant Contract between VeriFee and any Referred Merchant. Merchant Contracts with Referred Merchants and the rights and obligations thereunder may be modified, terminated or assigned by VeriFee, in whole or in part, in its sole discretion, subject only to specific limitations, if any, established in the applicable Merchant Contracts.

5) Names and Marks.

a) VeriFee Names and Marks. During the Term of this Agreement to the extent reasonably necessary, or mutually determined to be desirable, to promote Payment Processing Services to Merchants referred by Representative, VeriFee hereby grants to Representative a limited, non-exclusive, non-transferable, royalty-free right to use the VeriFee Marks for such use; provided, however, that Representative will provide a prior full disclosure to VeriFee of any proposed use and obtain VeriFee prior written approval of such use, which will not be unreasonably withheld. Notwithstanding the foregoing, VeriFee hereby gives Representative prior written approval to make oral references to the VeriFee Marks with respect to the promotion of Payment Processing Services to Representative’s Merchant customers.

b) Ownership. The parties acknowledge that VeriFee hold the exclusive, right, title and interest in and to the VeriFee Marks and all related products and services. Nothing herein shall transfer to Representative any ownership or other interest in or to the VeriFee Marks, and any and all goodwill associated with the use of the VeriFee Marks will inure to the benefit of VeriFee. Representative will not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of such right, title and interest.

6) Residual Payments.

VeriFee shall pay to Representative monthly residual payments based on the attached Schedule A which are attributable to Referred Merchants (“Residual Payments”).

a) “Net Revenue” means all Income generated on Open Accounts minus ordinary expenses.

b) “Income” consists of the following items on all Open Accounts:

i) Revenue gained from Processing Commission earned by VeriFee,

ii) Analysis fees,

iii) Negotiation fees,

iv) Hardware or software sales or leasing

c) “Active Account” means any Referred Merchant that has been classified as “Active” with a Processor that VeriFee earns commissions from and/or with an agreement for services with VeriFee. This does not include Referred Merchants where contracts have expired, are cancelled or are terminated.

d) Payment Period. During the Term of this Agreement, on or before the 30th day of each month, VeriFee shall pay to Representative Residual Payments. Payments will be made 1 month in arears. VeriFee may make any or all payments due to the Representative through the National Automated Clearing House Association and its automated clearing house services or other electronic payment service provider. Representative agrees to cooperate with VeriFee in doing so.

e) Payment Minimum. In order to receive Residual Payments, the amount due and owing from the total of all the Representative’s Open Accounts during a Payment Period must be equal to or greater than fifty ($50.00). The Representative understands and agrees that VeriFee will not accrue Residual Payments for the Representative which fail to meet this minimum.

f) Existing VeriFee Merchants. No Residual Payments will be payable to Representative for any merchant referred by Representative that already processes with VeriFee or has an application to process pending with VeriFee.

g) Form W-9. Representative must provide VeriFee with a completed Internal Revenue Service Form W-9 to receive payment for any Residual Payments under this Agreement.

h) Ownership of Residuals; Right to Payments. The Representative understands and agrees that all Residual Payments created under this Agreement arise from contracts made between VeriFee and individual Referred Merchants, and that VeriFee is the sole legal owner of these Residual Payments. VeriFee acknowledges and agrees that the Representative has rights to payment of the Residual Payments under this Agreement that are legally enforceable against VeriFee, and that these rights survive termination of the Agreement whether by i) Mutual Consent or ii) non-renewal of the Agreement by either VeriFee or the Representative. Termination of Residual Payments to the Representative shall occur only in the instance of i) termination of a (Referred Merchant) contract or ii) termination of the Representative for cause as specified in Section 11(b) of this agreement.

i) Right to Sell Future Residual Payments. The Representative may not, at any time, sell its right to future Residual Payments to an unrelated third party. VeriFee has a Right of First Refusal on any such sale and shall have the right to purchase the Representative’s future Residual Payment(s). VeriFee shall notify the Representative of its intent to exercise its right to purchase within thirty (30) business days of being notified. The Representative understands and agrees that if at any time it elects to sell the right to less than the entire amount of its then-existing Residual Payments, such that no single merchant account payment stream may be made the subject of divided rights to payment.

j) Residual Payments; Reconciliation. In the event of any discrepancy or disagreement concerning the accuracy of Residual Payments paid to the Representative by VeriFee, the parties agree to use best efforts to amicably and informally reach a resolution to the dispute. The Representative shall notify VeriFee of any such perceived discrepancy or disagreement in writing and in sufficient detail for VeriFee to investigate and address the concerns raised by the Representative. In the event that no informal resolution can be reached within 30 days of the date of notification, the Representative have the right to examine records of deposit and other related documents held or used by VeriFee in order to reconcile the perceived discrepancy or disagreement. The Representative understands and agrees that any discrepancy or disagreement must be reasonably defined as significant or substantive in order to invoke a reconciliation under this paragraph. The Representative understand also that certain documents and information held or used by VeriFee which relate to payments made to the Representative contain Confidential Information or Intellectual Property belonging to VeriFee, access to which can be redacted or refused. The Representative shall bear the full cost and expense of conducting a reconciliation under this paragraph.

k) Production Minimums. The Parties agree that there shall be a minimum quota to maintain Residual Payments, as defined in Schedule A. This includes production requirements, activities and minimum levels of Residual Payments which may also be grounds for termination of this Agreement.

7) Ownership of Data.

The parties acknowledge and agree that the Referred Merchants are customers of VeriFee and Representative, as applicable. Each party may use the contact information provided by such Referred Merchant for any reason, pursuant to applicable law, including phone number, address, and e-mail address. Notwithstanding the foregoing, Representative acknowledges and agrees that VeriFee may obtain certain additional information from Referred Merchants through the application process and/or as a result of the Payment Processing Services that VeriFee provides to Referred Merchants, including transaction information, sales volume figures, and other processing- related information.

8) Right of VeriFee to Act Separately.

Nothing in this Agreement will restrict VeriFee ability to act as an agent, partner, joint venturer or independent contractor for or with any other entity or to act on its own behalf in connection with the provision of Payment Processing Services or otherwise, including actions that are competitive with Representative.

9) Compliance with Laws, Rules.

Each party will comply with all applicable laws and regulations, including the Rules, in the provision of their respective services hereunder. The Rules shall control to the extent of any inconsistency with the terms and conditions of this Agreement. VeriFee and Representative shall cooperate with each other and with VeriFee Sponsoring Card Organization Member to complete and to maintain during the term of this Agreement any necessary registrations of Representative with the respective Card Organizations.

10) Term and Termination.

a) Term. This Agreement is effective as of the Effective Date and will continue in full force and effect unless either Party provides the other written notice of its intent not to terminate.

b) Termination by VeriFee. VeriFee may terminate this Agreement:

i) immediately if any Insolvency Event occurs with respect to Representative;

ii) upon ten (10) days prior written notice if Representative breaches any material representations, warranties, obligations, or covenants in this Agreement and fails to cure such breach within thirty (30) days after written notice to Representative of the breach

c) Termination by Representative. Representative may terminate this Agreement:

i) immediately if any Insolvency Event occurs with respect to VeriFee; or

ii) upon ten (10) days prior written notice if VeriFee breaches any material representations, warranties, obligations, or covenants in this Agreement and fails to cure such breach within sixty (60) days after written notice to VeriFee of the breach.

d) Regulatory Demand. VeriFee or Representative may terminate this Agreement upon fifteen days (15) written notice to the other if Visa, MasterCard or any federal or state regulatory agency having jurisdiction over the subject matter of this Agreement makes a demand that VeriFee or its sponsoring Card Organization member discontinue or substantially modify the Payment Processing Services program.

e) Effect of Termination. Upon termination of this Agreement for any reason:

i) Representative will promptly discontinue its promotion and recommendation of VeriFee Payment Processing Services. Representative will promptly cease use of the VeriFee Marks.

ii) Nothing herein shall transfer to Representative any ownership or other interest in or to the Merchant Contracts and termination of this Agreement shall not affect the status of such Merchant Contracts, which will be owned free and clear by VeriFee.

iii) VeriFee obligation to make Residual Payments to Representative will immediately cease.

11) Confidentiality.

a) General Obligations. VeriFee and Representative acknowledge that each may disclose or learn Confidential Information about the other and their customers during the course of this Agreement and in connection with the transactions contemplated hereunder. The party receiving the Confidential Information shall:

i) maintain it in confidence, except to the extent necessary to carry out the purposes of this Agreement, in which event written confidentiality restrictions shall be imposed upon the parties to whom such disclosures are made; and

ii) use at least the same degree of care in maintaining its secrecy as it uses in maintaining the secrecy of its own confidential information, but in no event less than a reasonable degree of care.

b) Exceptions. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is:

i) already known to the receiving party free of any restriction at the time it is obtained;

ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement;

iii) or becomes publicly available through no wrongful act of the receiving party;

iv) independently developed by the receiving party without reference to any Confidential Information of the other; or

v) required to be disclosed by law.

c) Remedy. If either party breaches this Section 13, the non-breaching party will suffer irreparable harm and the total amount of monetary damages for any injury to such party will be impossible to calculate and therefore an inadequate remedy. Accordingly, the non- breaching party may

i) seek temporary and permanent injunctive relief against the breaching party or

ii) exercise any other rights and seek any other remedies to which the non-breaching party may be entitled to at law, in equity and under this Agreement for any violation of this Section 13.

12) General Indemnification.

Each Party shall indemnify and save harmless the other from any liabilities, lawsuits, penalties, claims or demands (including the costs, expenses and reasonable attorney’s fees on account thereof) arising out of

a) third party claims related to such Party’s performance under this Agreement or related to such Party’s products or services, unless due to the gross negligence or intentional misconduct of the other party;

b) such Party’s use or disclosure of data provided by or related to a Referred Merchant; and

c) third party claims for any actual or alleged infringement of any patent, copyright, trademark, trade secret or other proprietary or intellectual property rights of any person relating to the VeriFee Marks or the VeriFee Marks, as applicable.

13) Limitation of Liability.

Except for liability under Sections 7 and 9, the cumulative aggregate liability of either Party for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever and regardless of the form of action or legal theory, shall be limited to the actual direct out-of-pocket expenses that are reasonably incurred by such other party and shall not exceed one hundred thousand dollars ($100,000).

14) Exclusion.

IN NO EVENT SHALL EITHER PARTY TO THIS AGREEMENT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL DAMAGES OR THE LIKE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15) Publicity.

Unless required by applicable law, neither Party shall disseminate or make public or cause to be disseminated or made public any information regarding the transactions contemplated hereunder without the prior written approval of the other Party, which approval shall not be unreasonably withheld.

16) Relationship of Parties.

This Agreement shall not constitute, give effect to or otherwise imply a joint venture, partnership, agency or formal or informal business organization of any kind. The Parties are acting hereunder as independent contractors.

17) Governing Law; Severability; Jurisdiction.

This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of Florida, without regards to principles of conflicts of law. In case any provision of this Agreement or portion of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement or portions of this Agreement shall not in any way be affected or impaired thereby. Each party hereby submits to the jurisdiction of any state or federal court sitting in Miami Dade County, Florida, United States of America for any action, suit or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. The parties expressly submit and consent in advance to such jurisdiction in the aforementioned courts, and each party hereby waives any objection that it may have based upon lack of personal jurisdiction, improper venue or forum non conveniens.

18) Assignment.

Neither this Agreement nor any rights, duties or obligations under it are assignable by Representative or VeriFee, by operation of law or otherwise, in whole or in part, without the prior written consent of the other party; provided, however, that the rights, duties and obligations of VeriFee hereunder may be assigned, in whole or in part, to an affiliate without consent from Representative. Subject to the foregoing, all of the terms and provisions hereof will be binding upon, and inure to the benefit of, the successors and assigns of the parties hereto.

19) Entire Agreement; Amendment; Waivers.

This Agreement, along with all schedules, contains the entire agreement between the Parties and supersedes any previous understandings, commitments or agreements, oral or written, with respect to agreement between the Parties. Neither Party has entered into this Agreement by reason of or in reliance on any representations of fact or opinion not fully stated herein. No alteration of or amendment to this Agreement shall be effective unless in writing and signed by an authorized representative of each Party. No failure on the part of any Party to exercise or delay in exercising any right hereunder will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.

20) Notices.

All notices which either Party may be required or desire to give to the other Party will be in writing and will be given by personal service, facsimile, first class mail, registered mail or certified mail (or its equivalent), or overnight courier to the other Party at its respective address or facsimile number set forth below. Notice shall be deemed to have been given on the date of service if served personally on the Party to whom notice is to be given, or on the first day after transmission if sent by facsimile transmission, or on the third day after mailing if mailed to the Party to whom notice is to be given, by first class mail, registered or certified, postage prepaid or actual receipt by the party to be notified if sent via overnight courier.

If to: VeriFee: 16850 Collins Ave, Suite 112268, North Miami Beach, FL 33160

A Party may change its address or addresses set forth above by giving the other Party notice of the change in accordance with the provisions of this Section.

21) Force Majeure.

If either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision, the affected party’s performance shall be excused and the time of performance shall be extended for the period of the delay or inability to perform due to such occurrence.

22) No Third-Party Beneficiaries.

The Parties do not intend for any Merchants or other third parties to be third-party beneficiaries of this Agreement.

23) Survival.

The Parties agree that those provisions of this Agreement that logically should survive its termination in order to accomplish the fundamental purposes of it will do so, including Sections 1, 4, 5(c), 8, 9, 10, 12(e), 13, 14, 15, 16, 17, 18, 19, 21, 22, 23 or 24.

24) Contact Us.

For any inquiries, concerns, or questions regarding this Agreement or your role as a Representative, please feel free to contact VeriFee at: Email: legal@verifee. com. We encourage open communication and are here to provide assistance and clarification on any aspect of your relationship with VeriFee. Do not hesitate to reach out to us for support or guidance.

Schedule A: Commission Structure and Payment Schedule

VeriFee shall pay to Representative monthly residual payments which are attributable to Referred Merchants (“Residual Payments”) based on the following payment schedule.

Total Referred Merchants / TTM	Commissions
5	20%

1) Minimum Requirement: To qualify for commissions, the Representative must meet the minimum requirement of total Active, Referred Merchants.

2) Monthly Calculation and Payment: Residual Payments will be calculated monthly based on the total number of active Referred Merchants at the end of each month.

3) Monthly Statements: VeriFee will furnish detailed monthly statements to the Representative, itemizing active Referred Merchants, applicable commission tiers, and due Residual Payments.

4) Transparency and Accuracy: VeriFee commits to accuracy and transparency in all commission calculations and reporting. The Representative has the right to request clarification on any item within the statement.

5) Audit Rights: The Representative is entitled to audit commission calculations once per annum, upon reasonable notice and during regular business hours, to ensure compliance with the agreed terms.

6) Dispute Resolution: In the event of a dispute regarding commissions, the Parties agree to engage in good faith negotiations for a period of 30 days. If unresolved, disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

7) Adjustment Period for Commission Changes: A 30-day adjustment period shall follow any tier changes to allow for any necessary corrections to commission calculations.

8) Compliance with Laws and Regulations: All Parties affirm their commitment to comply with all applicable laws and regulations governing their conduct under this Agreement.

9) Notification of Changes: VeriFee reserves the right to make amendments to this Schedule A. All amendments will be communicated to the Representative in writing, with a minimum notice period of 30 days before implementation.

10) Effective Date of Changes: Amendments will become effective on the date specified in the written notice, allowing for the Representative’s acknowledgment and any necessary transition arrangements.

11) Termination of Referred Merchant Accounts: In the event a Referred Merchant’s account is terminated, VeriFee will provide the Representative with a detailed report explaining the reasons and the impact on the Residual Payments.

12) Governing Law: This Schedule A and the interpretation of its terms shall be governed by and construed in accordance with the laws of the state where VeriFee is headquartered, without regard to its conflicts of laws principles.