Partner Agreement

This Partner Agreement (“Agreement”) is made by and between Nuvei Technologies Inc., a Delaware corporation, with offices at 1375 N. Scottsdale Rd., Suite 400, Scottsdale, Arizona 85257 (“Nuvei”) and the entity and/or individual whose name and address are set forth below on the signature page (hereinafter referred to as “Partner”).

WHEREAS, Partner engages in the business of marketing services to business entities that accept credit cards as payment for goods and services; and

WHEREAS, Nuvei wishes to expand its market share by retaining Partner to assist in marketing its payment processing services, including, without limitation, the provision of POS equipment, software, gateway services, reporting tools and software, and related goods and services (the “Nuvei Services”) and Partner wishes to market the Nuvei Services;

WHEREAS, Nuvei and Partner wish to make Nuvei's subsidiary payment processing services through Nuvei Commerce, LLC ("Nuvei Commerce") available to Partner for marketing and resale (the "NC Services").  For purposes of this Agreement, references to Nuvei shall include Nuvei Commerce when applicable to the NC Services;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section 1 – MARKETING OF THE NUVEI SERVICES AND NC SERVICES

1.1 Non-Exclusive Appointment. Subject to the terms and conditions of this Agreement, Nuvei hereby appoints Partner on a non-transferable and non-exclusive basis to promote, market and solicit orders for the Nuvei Services and the NC Services from merchants that meet both Nuvei’s criteria as set forth in this Agreement and its policies, procedures and standards. Partner shall promptly provide Nuvei with the current address of each of its offices and the offices of its Partner Agents (as defined below).

1.2 Approval of Merchants. Any merchant submitted hereunder and approved by Nuvei shall be referred to herein as a “Merchant”. Partner acknowledges that all Merchants must be approved by Nuvei and its vendors in their sole discretion and that Merchants will be able to utilize the Nuvei Services or the NC Services effective only upon such approval. Partner will therefore not make any promise to, or create any impression with, a prospective Merchant that it will be approved. Partner further acknowledges that all aspects of the Nuvei Services and NC Services are subject to the management and approval of Nuvei and its vendors and agrees that it shall make no representations to the contrary. Partner will obtain all information and documentation reasonably required by Nuvei from prospective Merchants and will, except with respect to Merchants who conduct business exclusively online, perform merchant site inspections at its own cost and expense, as requested by Nuvei.

1.3 Acceptable Merchants. Partner shall market the Nuvei Services and NC Services only to bona fide and lawful businesses in accordance with the policies, procedures, and standards of Nuvei and its vendors, as well as this Agreement. Further, Partner shall promptly notify Nuvei in writing of any adverse information of which it learns relating to a Merchant, including information regarding the Merchant’s financial condition, and any fact, event or circumstance that may have a material effect on the Merchant’s ability to fulfill its obligations as they become due or comply with the agreements to which it is a party, including the Merchant Agreement.

1.4 Merchant Agreement. Prospective Merchants will be presented by Nuvei or Partner with an online or written application and agreement that will govern the relationship between Merchants, Nuvei and its vendors as regards the Nuvei Services or NC Services, as the case may be (“Merchant Agreement”). Partner shall input all necessary information into Nuvei’s application as required by Nuvei. Partner shall use only the Merchant Agreement template that has been approved and supplied by Nuvei. Partner shall not make any changes or modifications to the Merchant Agreement template without the prior written consent of Nuvei. Nuvei reserves the right to amend in any manner individual Merchant Agreements and the Merchant Agreement template, including, in each case, any and all fees due from Merchants.

1.5 Independent Contractors. It is understood and agreed by the parties that Partner is an independent contractor with respect to Nuvei. Neither Partner nor Partner's employees, sub-contractors or agents (collectively, “Partner Agents) are employees, sub-contractors, agents or joint venturers of Nuvei, nor do they have any authority to bind Nuvei by contract or otherwise to any obligation. Under no circumstances will Partner make, or permit any Partner Agent to make, any representation to the contrary, whether expressly, implicitly or otherwise. Nuvei will not provide, and Partner and the Partner Agents shall not be entitled to, any benefits Nuvei provides to its employees. In accordance with the nature of this engagement, no taxes, whether federal, state or local, or payment of social security, Medicare, unemployment or workers’ compensation are to be paid or withheld by Nuvei from compensation paid to Partner hereunder. Partner accepts responsibility for such taxes, withholdings and payments and shall indemnify Nuvei for any losses or claims arising from Partner’s failure to so withhold, remit or pay. Compensation paid to Partner hereunder shall be reported on an IRS Form 1099.

1.6 Compliance with Rules, Laws, Marketing Materials, and Code of Ethics. Partner agrees to comply at all times with the rules and regulations of Visa, Mastercard, Discover, American Express and all other such card associations (the “Card Associations”), as amended from time to time, and the rules and regulations of any debit network or federal or state department or agency having jurisdiction over the activities of Nuvei or Partner (“Rules”). In the event of any inconsistency between any provision of this Agreement and the Rules, the Rules shall govern. Partner will comply with all applicable international, federal, state, regional and local laws and regulations in performing its duties hereunder and in any of its dealings with respect to the Nuvei Services or the NC Services, including, without limitation, all anti-spam, privacy and telemarketing laws and regulations (“Laws”). To the extent legally required, Partner shall be responsible for taking out any workers’ compensation, civil liability, health, disability or other insurance in respect of Partner Agents, and for providing them, at its sole cost, with paid vacation, paid holidays, pension or any other employee benefits. Partner shall not use any Nuvei email address for the transmission of junk mail, spam or other unsolicited mass distribution of information, and shall not make calls or send text, SMS or MMS messages using an automatic dialer system in its performance of this Agreement. If Nuvei believes that unauthorized or improper use is being made of any email address provided by Nuvei, it may, without notice, take such action as it deems appropriate in its sole discretion, including immediately terminating access to same. Partner shall use only those marketing and promotional materials that comply with the Rules and all federal, state, local and other applicable laws or regulations. Partner agrees to act at all times in conformity with the Nuvei Code of Ethics, attached hereto as Schedule A.

1.7 Conduct of Partner. Partner will: (i) conduct business in a manner that reflects favorably at all times on the Nuvei Services and NC Services and the good name, goodwill and reputation of Nuvei; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Nuvei, the Nuvei Services, the NC Services, or the public; (iii) make no false or misleading representations with regard to Nuvei, the Nuvei Services, or the NC Services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Nuvei, the Nuvei Services or the NC Services; (v) promote proper use of Nuvei Services and NC Services; (vi) make no representation, warranties or guarantees to Merchants or prospective Merchants with respect to the specifications, features or capabilities of the Nuvei Services or NC Services that are inconsistent with the materials and documentation distributed by Nuvei; and (vii) notify Nuvei and take immediate corrective action in the event that a Partner Agent commits fraud or acts in a manner incompatible with or in breach of Nuvei’s policies, procedures, and standards, including the Code of Ethics.

1.8 Registration and Certification. In the event that Partner chooses to market the Nuvei Services or NC Services under Partner’s own company name or brand, Partner may request that Nuvei assist it with its registration as an independent sales organization with Visa and Mastercard, the whole at Partner’s sole expense. Partner acknowledges that registration with Visa and Mastercard is at their discretion and that Nuvei shall bear no liability to Partner if Partner’s registration is denied. If registration is granted by either or both Visa and Mastercard, Partner shall comply with all certification, registration and related requirements and will provide Nuvei, upon request, with information and documentation related to such registration. All costs, fees, charges, assessments, fines and other financial commitments related to such registrations shall be the responsibility of Partner. If registration is denied, this Agreement will remain in force and Partner will market the Nuvei Services and NC Services under one of Nuvei’s brand names, in compliance with this Agreement, and shall provide Nuvei with examples of their marketing tools and materials upon request. Partner shall ensure that any Partner Agent hired by Partner to perform sales for Partner shall execute the required documents and become a representative of Nuvei prior to marketing the Nuvei Services or NC Services. Partner represents and warrants that all software developed by Partner or a third party on behalf of Partner that stores, transmits or processes card holder data has received and will, at all times, maintain PA-DSS Certification or such other required certification as Nuvei may advise from time to time.

1.9 Use of the Marks. Partner may use the trademarks and service marks of Nuvei and the Card Associations (the “Marks”) only in marketing the Nuvei Services or NC Services in conformance with the Rules and subject to the sole discretion and approval of Nuvei. Upon termination of this Agreement, Partner agrees that it shall no longer use the Marks or anything similar thereto. Notwithstanding anything to the contrary contained herein, nothing stated herein shall be construed as granting Partner any right, title and interest in and to the Marks or the goodwill associated therewith. Partner acknowledges that it will not, directly or indirectly, at any time, during or subsequent to the Term of this Agreement, seek to contest or impair the right, title and interest or the goodwill associated with the Marks, to impugn in any fashion the reputation of Nuvei or the Card Associations, or to attack the validity of the Marks.

1.10 Marketing Materials. Partner will not, for the purpose of promoting the Nuvei Services or NC Services, use, distribute, or otherwise disseminate any advertising, promotional, application or other marketing materials which have not been previously approved by Nuvei in writing. All such materials provided by Nuvei to Partner (“Nuvei Materials”) are the property of Nuvei. Partner will only use the Nuvei Materials to promote the Nuvei Services and NC Services and will otherwise keep the Nuvei Materials confidential. Partner will return the Nuvei Materials to Nuvei promptly upon termination of this agreement, and at any time upon request.

Section 2 – THE SERVICE

2.1 Non-Exclusive Services. Partner is free to enter into agreements to solicit merchants for the merchant-acquiring programs of other payment processors or financial institutions.

2.2 Ownership of Merchant Agreements and Merchant Program. Partner acknowledges and agrees that it will have no equity interest, ownership, or other rights in any Merchant Agreement, the Nuvei Services or the NC Services. Further, Partner acknowledges and agrees that all Merchant applications, Merchant Agreements, Merchant records, documentation, and the information contained therein are the property of Nuvei or its vendors. The parties agree that Partner owns the rights to its compensation hereunder and that Nuvei owns the rights to the Merchant Agreements.

2.3 Method of Performing the Services. The operations of Partner are subject to the sole control of Partner and Partner shall be solely responsible for any and all costs or expenses that it may incur in the performance of its obligations hereunder, including, without limitation, those related to recruiting, training and retaining Partner Agents. Nuvei may not control, direct, or otherwise supervise Partner or Partner Agents, save and except to ensure that the policies, procedures, and standards of Nuvei and its vendors are properly applied. Partner shall be responsible for all acts and omissions of its Partner Agents.

2.4 Tools, Equipment and Supplies. Partner will supply all tools, equipment, and supplies required to perform the services under this Agreement.

2.5 Equipment Installation and Merchant Training. Partner shall install card processing software and equipment as necessary and train Merchants, as necessary, on the use of the Nuvei Services and NC Services, it being understood that this provision does not apply in respect of Merchants who conduct business exclusively online.

Section 3 – PAYMENT OF COMPENSATION

3.1 Compensation. Partner’s compensation in respect of a Merchant shall be calculated in accordance with Schedules B and B-1 hereto, with respect to the Nuvei Services and the NC Services respectively. The compensation plans set forth in Schedules B and B-1 shall be held in strict confidence by Partner, during the Term and after the expiration or termination of this Agreement. Nuvei may amend Schedules B and B-1: (i) to pass through any increases in the underlying costs attributable to its vendors, the Card Associations, and other similar entities; (ii) to introduce new fees; or (iii) if false or misleading representations made by Partner or Partner Agents result in Merchant attrition or Merchant retention efforts being performed by Nuvei. For certainty, any fees imposed on Merchants to mitigate Merchant risk shall be included as Nuvei costs for the purpose of calculating Partner’s compensation. Partner shall bear no liability to Nuvei for the value of Merchant chargebacks, except to the extent that such chargebacks are directly or indirectly related or attributable to the fraudulent or grossly negligent conduct of Partner or Partner Agents. Partner authorizes Nuvei to deposit funds directly into Partner’s bank account, and to deduct from such account all amounts payable by Partner to Nuvei hereunder or otherwise. Nuvei shall pay Partner compensation under this Agreement only if Nuvei has collected corresponding revenue from Merchants and its vendors. Payments of compensation relating to the provision to Merchants of the Nuvei Services and the NC Services may be processed separately by Nuvei and Nuvei Commerce with each providing their own separate reporting.  Partner shall have thirty (30) days from the receipt of any compensation to notify Nuvei in writing of any errors in the calculation of compensation paid. If Partner does not notify Nuvei within said thirty-day period, Partner shall be deemed to have accepted without question such compensation payment and may not in the future contest the amount paid or seek reimbursement for any discrepancies. Upon receipt of notice, Nuvei shall have thirty (30) days to correct any errors. Partner shall be liable for all buy rates set out in Schedule B for the Nuvei Services provided to a Merchant as well as for the buy rates set out in Schedule B-1 for the NC Services provided to a Merchant, regardless of whether such Merchant pays or is obligated to pay fees in connection with such services.

3.2 Offset and Debit Rights. Nuvei shall have the right to offset any amount owed by Nuvei to Partner against any amount owed by Partner to Nuvei, including, without limitation, amounts owed hereunder. This right may be exercised by Nuvei at any time and without notice to Partner, whether or not the obligations of Partner to Nuvei are then due. Nuvei shall also have the right to debit Partner’s account for any amount owed by Partner hereunder or otherwise.

Section 4 – TERM AND TERMINATION

4.1 Term. The initial term of this Agreement shall be for a period of three (3) years, commencing on the Effective Date. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year each (which renewal terms, together with the initial term, shall be the “Term”) unless either party notifies the other no later than thirty (30) days prior to the end of the Term that it does not wish to renew this Agreement.

4.2 Termination.

A. Either party shall have the right to terminate this Agreement at any time if: (i) the other party breaches any of the provisions of this Agreement and, if such breach is curable in Nuvei’s discretion, fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the non-breaching party; for further certainty, if such breach is not curable in Nuvei’s discretion, then no notice is needed; (ii) the other party fails to pay its debts or perform its obligations in the ordinary course of business as they mature; or becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors; or (iii) the Card Associations, NACHA, any bank, or any federal, state or other regulatory agency having jurisdiction over the subject matter of this Agreement makes a demand that either Nuvei or any of its vendors discontinue or substantially modify any of the Nuvei Services or NC Services.

B. Nuvei shall have the right to terminate this Agreement: (i) immediately upon notice for any breach of Section 1.6 knowingly or intentionally caused by Partner, if Nuvei reasonably determines that the breach is of such a serious nature that an opportunity to cure is not practical or warranted, or if Nuvei provides a cure period and Partner fails to cure the breach within such period; and (ii) with cause or for convenience by providing Partner with thirty (30) days prior notice.

C. “Material Breach” shall mean a breach of this Agreement which (a) involves a failure by Partner to perform one of its obligations which, by nature, is essential to the performance of this Agreement, (b) causes or is likely to cause irreparable harm to Nuvei or (c) constitutes a breach of Partner’s representations and warranties set forth in this Agreement; for further certainty, a breach of the Rules or of the Code of Ethics shall be deemed to be a Material Breach.

4.3 Compensation to Partner Following Termination. Subject to Section 4.4, Nuvei agrees to pay compensation to Partner as set forth herein for any Merchant for the period of time during which the related Merchant Agreement continues in effect, notwithstanding the termination or expiration of this Agreement.

4.4 Termination of Compensation. Nuvei shall have no obligation to pay compensation to Partner hereunder (i) if Partner’s monthly compensation falls below one hundred dollars ($100.00); (ii) if this Agreement is terminated by Nuvei for a Material Breach or under Sections 4.2(A)(iii) or 4.2(B)(i); or (iii) if, before or after termination or expiration of this Agreement, Partner or any Partner Agent adopts fraudulent conduct or breaches Section 5.8 hereof. Nuvei shall give written notice to Partner indicating the reason for any such termination of compensation. Notwithstanding the foregoing, if Nuvei, in its sole discretion, deems the reason for termination of compensation to be a curable breach, Partner shall have thirty (30) days from receipt of the abovementioned notice to cure such breach. If such breach is not cured within this delay, termination of compensation shall become retroactively effective on the date on which the notice was sent to Partner. Nuvei reserves the right to withhold all compensation due to Partner during any applicable cure period, if any. Should the breach be cured within the cure period, compensation shall be released to Partner.

Section 5 – OBLIGATIONS

5.1 Confidential Information. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the Nuvei Services, the NC Services, and the know-how, technology, techniques, or business or marketing plans related thereto (collectively, the "Confidential Information") all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge or known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party's obligations under this section or by breach of a third party's confidentiality obligations; (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach of a third party's confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion of the disclosing party's Confidential Information; (ii) not use the disclosing party's Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party's express prior written consent; (iii) disclose the disclosing party's Confidential Information, in whole or in part, only to its and its affiliates’ employees and agents who need to have access thereto in connection with the performance of this Agreement; (iv) take all necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in this Agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would with its own confidential information, and in no event less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. More specifically, Partner must immediately notify Nuvei of the loss or theft of any electronic device or computer which may contain Confidential Information. Nothing in this Agreement shall prohibit the receiving party from making legally required disclosures in connection with any legal or administrative proceeding or investigation, or as required by law, regulation, or the rules of any recognized stock exchange or regulatory authority; provided that the receiving party shall, unless prohibited, provide the disclosing party with prompt notice thereof so that the disclosing party may seek an appropriate protective order or other remedy for its Confidential Information. If, in the absence of a protective order or other remedy or waiver of the terms of this Agreement, the receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to disclose any Confidential Information, the receiving party may disclose such Confidential Information upon written notice to disclosing party. All Confidential Information shall be deemed the property of the disclosing party, and upon request, the receiving party will return all Confidential Information received in tangible form to the disclosing party or destroy and confirm the destruction of all such Confidential Information in writing, signed by an authorized officer. Notwithstanding the foregoing, the parties may retain copies of Confidential Information in accordance with their respective bona fide internal record retention policies for legal, compliance or regulatory purposes and copies of computer records and files containing Confidential Information that have been created pursuant to automatic electronic archiving and back-up procedures until such computer records and files have been deleted in the ordinary course.

5.2 Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party and its owners, principals, members, directors, officers, employees, agents and representatives (collectively “Indemnitees”) from and against any loss, liability, damage, penalty or expense (including attorneys' fees, expert witness fees and cost of defense) they may suffer or incur as a result of: (i) any failure by the indemnifying party to comply with the terms of this Agreement; (ii) any representation or warranty made by the indemnifying party being false or misleading; (iii) any representation or warranty that is made by the indemnifying party to a prospective Merchant or any other third party other than as specifically authorized by this Agreement; (iv) the manner or method in which the indemnifying party performs its services pursuant to this Agreement; (v) the indemnifying party’s fraud or negligence; or (vi) any alleged or actual violations by the indemnifying party of any laws, regulations or rules. Partner agrees to hold harmless and indemnify Nuvei for any and all claims arising out of any injury, disability, or death of any Partner Agents. In the case of Partner, the term “indemnifying party” shall refer to Partner and the Partner Agents. Partner shall also defend, indemnify and hold Nuvei and its Indemnitees harmless from any ‘flaming’, spamming, or any other such offensive, harassing or illegal conduct, and damages suffered by Nuvei resulting from the use of automatic dialer systems by Partner or Partner Agents.

5.3 Disclaimer of All Warranties. THE NUVEI SERVICES AND NC SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. NUVEI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO PARTNER AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NUVEI OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF NUVEI’S OBLIGATIONS.

5.4 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE NUVEI SERVICES OR NC SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY, INVESTMENTS, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL NUVEI’S TOTAL LIABILITY TO PARTNER OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED FIVE THOUSAND DOLLARS ($5,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EXCEPT WITH RESPECT TO PARTNER’S COMPENSATION HEREUNDER.

5.5 Taxes. Each Party shall pay its own taxes and duties, government permit fees, customs fees and similar fees. The aforementioned taxes, duties and fees paid by Partner shall not be considered a part of, a deduction from, or an offset against, payments due to Nuvei hereunder.

5.6 Partner’s Warranties. Partner represents and warrants to Nuvei as follows:

A. Partner has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Partner in accordance with its terms and no provision requiring Partner's performance is in conflict with Partner's obligations under any charter or any other agreement (of whatever form or subject) to which Partner is a party or by which it is bound.

B. If other than a sole proprietorship, Partner is duly organized, authorized and in good standing under the laws of the state of its organization and is duly authorized to do business in all other states in which Partner's business make such authorization necessary or required.

C. Except as otherwise disclosed in writing by Partner to Nuvei on or before the Effective Date, neither Partner nor any of its owners, principals, members, shareholders, directors, officers, employees and representatives, and same for Partner Agents, has been subject to any (i) criminal conviction (excluding traffic misdemeanors or other petty offenses); (ii) bankruptcy filings; (iii) Internal Revenue Service liens; (iv) federal or state regulatory administrative or enforcement proceedings; or (v) restraining order, decree, injunction or judgment in any proceeding; or is named in a lawsuit alleging fraud or deceptive practices before or at any time during the term of this Agreement.

5.7 Audit Rights. Nuvei shall have the right, at its sole cost and expense, during normal business hours and upon reasonable notice, to conduct an audit of the appropriate records of Partner. Nuvei shall have the right, at its sole cost and expense, to perform complete personal credit and background checks of Partner and its principals, before and during the Term of this Agreement.

5.8 Non-Solicitation of Merchants. Without Nuvei’s prior written consent, which may be withheld in Nuvei’s sole and absolute discretion, Partner shall not, directly or indirectly, and shall not cause or permit any Partner Agent, or any other person or entity to, cause or attempt to cause any Merchant to terminate its participation in or reduce its use of any of the Nuvei Services or NC Services. This Section 5.8 shall apply for the later of three (3) years after Partner ceases to receive compensation hereunder and three (3) years after the termination or expiration of this Agreement.

5.9 Non-Solicitation. During the Term and for the three (3) year period immediately following the termination or expiration of this Agreement, or for so long as Partner is entitled to receive compensation hereunder, whichever is longer, Partner shall not directly or indirectly through another person or entity, without Nuvei’s prior written consent (i) induce or attempt to induce any employee of, or consultant to, Nuvei or its affiliates to leave the employ of, or consultancy to, Nuvei or its affiliates, or in any way interfere with the relationship between Nuvei or its affiliates and any such employee or consultant, either on its own behalf or that of another person or entity; (ii) hire any person who was an employee of, or consultant to, Nuvei or its affiliates at any time during the preceding twelve-month period (it being conclusively presumed by the parties so as to avoid any disputes under this section that any such hiring within such twelve-month period is in violation of clause (i) above); or (iii) call on, solicit or service any merchant, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor, vendor or other business relation of Nuvei or its respective affiliates in order to induce or attempt to induce such person or entity to cease doing business with Nuvei or its affiliates, or in any way interfere with the relationship between any such person or entity and Nuvei or its affiliates, either on its own behalf or that of another person or entity (including, without limitation, by making any negative statements about Nuvei or its affiliates). If, at the time of enforcement of the covenants contained in this section above (the “Protective Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Partner agrees that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of Nuvei’s businesses and agrees not to challenge the validity or enforceability of the Protective Covenants.

5.10 Intellectual Property. “Intellectual Property” means all of the following owned by a party: (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as "Intellectual Property Rights." Other than the express licenses granted by this Agreement, Nuvei grants no right or license to Partner by implication, estoppel or otherwise to the Nuvei Services, the NC Services, or any Intellectual Property Rights of Nuvei. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of Nuvei, in the Nuvei Services and the NC Services) and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein. Nuvei (and not Partner) shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for the Nuvei Services, the NC Services, and any Intellectual Property Rights incorporated therein. Partner will cooperate with Nuvei in pursuing such protection, including without limitation executing and delivering to Nuvei such instruments as may be required to register or perfect Nuvei’s interests in any Intellectual Property Rights and any assignments thereof. Partner shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from Nuvei in connection with this Agreement.

5.11 Non-Disparagement. During the Term and for the three (3) year period immediately following its expiration or termination, Partner agrees that it and its affiliates and Partner Agents, as well as their respective owners, principals, members, shareholders, directors, officers, employees representatives and attorneys, will not make untrue or disparaging statements, either directly or indirectly through any third party, whether orally or in writing, to any person whatsoever, about Nuvei, its affiliates, and their respective shareholders, directors, officers, employees, representatives and attorneys, or about the Nuvei Services or NC Services. For the purposes of this paragraph, a disparaging statement is any statement, comment or communication which i) attacks the reputation of the person or entity to whom it relates, ii) raises doubts as to such person or entity’s business condition, integrity, competence, or good character, or iii) raises doubts as to the quality of the products or services which such person or entity promotes or provides.

Section 6 – GENERAL PROVISIONS

6.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

6.2 Drafting. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.

6.3 Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

6.4 Assignment.

A. Neither party shall assign, delegate, subcontract, license, franchise, bequeath, or in any manner attempt to extend to any third party any right or obligation under this Agreement except as otherwise permitted herein without the prior written consent of the other party; provided, however, that Nuvei may assign this Agreement and its rights hereunder to its parents, subsidiaries, affiliates and a purchaser of any of its assets or equity.

B. Notwithstanding any other provisions in this Agreement, Partner may assign or sell its rights to its compensation under this Agreement to a third party provided however that Nuvei shall first have the right to purchase such compensation rights from Partner. In the event Partner seeks to sell its right to compensation to a third party, it shall provide Nuvei with written notice of the material terms of the third-party offer, and Nuvei shall have thirty (30) days within which to notify Partner if it will match said third-party offer. If Nuvei elects to match the third-party offer, Partner shall sell its rights to compensation to Nuvei. In the event Nuvei does not elect to exercise this right of first refusal, Partner may sell Partner's compensation to the third-party offeror on the same terms and conditions as set forth in the written notice to Nuvei, in which case, unless Nuvei waives such fee, Partner shall pay to Nuvei a fee equal to Partner’s average monthly compensation over the preceding six-month period.

6.5 Amendments. Except as otherwise provided in this Agreement, no provision of this Agreement may be amended, modified or waived except by a written agreement signed by both parties.

6.6 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and given by personal delivery, facsimile (confirmed by a mailed copy), courier or first class mail, postage prepaid, sent to the addresses set forth herein, provided that any notice provided to Partner by Nuvei may be given by email.

6.7 Section Headings. The section headings contained in this Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement.

6.8 Counterparts/Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile or emailed .pdf copies reflecting the party’s signature hereto, and any such counterpart shall be sufficient to evidence the signature of such party as if it were an original signature.

6.9 Entire Agreement; Binding Effect. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.  Provided, however, the Parties acknowledge and agree that Nuvei Commerce is an express and intended third-party beneficiary of this Agreement with respect any rights or obligations pertaining to the NC Services.

6.10 Dispute Resolution. All disputes arising under or in connection with the Agreement will initially be referred to the senior executives of each party. The senior executives will attempt in good faith to resolve the dispute informally and amicably. If, after negotiating for thirty (30) days (or for some longer period if the parties agree), no resolution of the dispute is reached by the senior executives, the parties will submit the dispute to arbitration as set forth in paragraph 6.11.

6.11 Arbitration. All disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by confidential arbitration. The arbitration will take place in Scottsdale, Arizona and will apply the governing law of this Agreement. The arbitration will be performed by a single arbitrator in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) then in effect. Following notice of a party’s election to require arbitration, the parties will mutually agree upon an arbitrator within thirty (30) days, failing which either party may apply to the AAA to appoint an arbitrator. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement. Notwithstanding the foregoing, each party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.

6.12 Jurisdiction/Venue; Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in federal or state court in Arizona. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

6.13 Attorney’s Fees. Should suit or arbitration be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal.

6.14 Survival. Sections 1.6, 1.9, 2.1, 2.2, 3.1, 3.2, 4.3, 4.4, Section 5.1 – 5.11 and Section 6.9 – 6.14 shall survive the termination or expiration of this Agreement.

6.15 Effective Date. This Agreement becomes effective only when it is signed and approved by Nuvei, as set forth below (“Effective Date”).