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Cardpay Solutions Inc.

Affiliate Partner Program Terms & Conditions

This agreement (the “Agreement”) is made between Cardpay Solutions, Inc (the “Company”), and (the “Affiliate”), and collectively, (the “Parties”) for participation in the Company’s affiliate partner program. WHEREAS, the Company is engaged in the business of marketing electronic transaction processing services, and WHEREAS, The Company wishes to contract with the Affiliate to provide merchant referral services, and WHEREAS, The Affiliate wishes to provide the Company with merchant referral services.

NOW THEREFORE, in consideration of the mutual promises contained herein, IT IS AGREED as follows:

1. ENGAGEMENT AND OBLIGATIONS OF AFFILIATE. Affiliate agrees to solicit merchant referrals from its existing and future account base on a non-exclusive basis, to subscribe to the services provided by the Company upon the terms and conditions set forth herein.

1.1 Affiliate may refer any eligible merchant, who does not have an existing contract for bankcard processing services with the Company. Affiliate agrees that once a merchant has been identified as having an existing contract with the Company, all solicitation efforts to obtain a referral shall immediately be discontinued.

1.2 Affiliate shall be responsible for obtaining and providing to the Company merchant contact information to be considered a qualified referral. Affiliate may also refer prospective merchants to the Company’s website using a tracking URL specifically assigned to Affiliate by the Company. Affiliate agrees that all proposed merchant referrals are subject to acceptance and approval by the Company and the acquiring financial institution(s) ("Bank(s)") and that no merchant contract submitted as a result of a referral shall be final and binding unless accepted by the Company and the Bank(s).

1.3 Affiliate agrees to indemnify and hold harmless the Company, its officers, directors, employees, successors and assigns from any and all liabilities, including but not limited to, claims, demands, actions, suits, costs, damages, settlements, fees, including attorneys fees, and obligations of any kind, type and description whatsoever, brought or imposed upon the Company, its officers, directors, employees, successors or assigns, jointly or severally relating to or arising out of any fraud, misrepresentation or wrongdoing by the Affiliate in connection with the performance of this Agreement. This indemnity survives any termination of this Agreement.

1.4 Affiliate shall not submit to the Company any merchant referral that contains any information known by Affiliate to be false or misleading, or for a merchant referral known by Affiliate to be ineligible for such contract under the written policies and procedures of the Company.

2. CONFIDENTIALITY. Any information that Affiliate is exposed to by virtue of its relationship with the Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information”. Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from the Company.

3. NON-SOLICITATION. In consideration for the compensation provided for herein, without the prior written consent of the Company, Affiliate shall not directly or indirectly, whether or not for compensation, engage in any business activity (whether as an employee, proprietor, officer, director, agent, trustee, partner or creditor lending money for the purpose of establishing or operating any such business) that (a) induces or attempts to induce, directly or indirectly, any merchant to modify or terminate such merchant's business association with the Company or (b) interferes with, disrupts or attempts to disrupt any present business relationship, contractual or otherwise, between the Company and any merchant, client, supplier, consultant, agent or employee of the Company. The provisions of this paragraph shall survive the termination of this Agreement.

4. REMEDIES. The parties acknowledge that any disclosure of the Information or breach of the Non-Solicitation provisions will cause immediate, irreparable and continuing damage to the Company for which there is no adequate remedy at law. Consequently, the parties acknowledge and agree that in the event of any breach or violation or threatened breach or violation of the Confidentiality provisions of paragraph 3 and Non-Solicitation provisions of paragraph 4 of this Agreement, the Company and its successors and assigns shall be entitled to temporary, preliminary and permanent injunctive relief and restraints enjoining and restraining such breach or violation or threatened breach or violation and such other legal and equitable remedies as may be provided by applicable law (without the necessity of posting any bond or other security), including damages, costs of suit and attorney's fees.

5. COMPENSATION. The Company agrees to pay to the Affiliate for services performed under this Agreement the following:

5.1 A referral fee equal to THIRTY PERCENT (30%) residual fee of revenue generated by the monthly fees and monthly MasterCard and Visa volume of a merchant who has been approved for and entered into a merchant processing agreement with the Company. As used herein, revenue shall mean the fees actually collected from the merchant for all processing, less the costs of interchange, dues and assessments, chargebacks, bank fees and service provider fees, security fees and reserve fees. Referral fees shall be calculated monthly from reports furnished to the Company by Bank(s) and shall be paid to Affiliate no later than the 30th of the following month. Referral fee payments shall be accompanied by a compensation report showing the volume and referral fees earned for each merchant. Referral fees shall be paid during the term of this Agreement for each merchant referred to a contract with the Company obtained by Affiliate.

5.2 The Company reserves the right in its sole and exclusive discretion to change its fee schedule, equipment prices, processing methods and to terminate merchant contracts pursuant to their terms.

6. TERM AND TERMINATION. The term of this agreement shall be for one (1) year and automatically renew at the 1-year anniversary of this contract, unless written notice of intent not to renew is given by either party not less than 30 days prior to the end of any term. This Agreement may be terminated by either party with or without cause, by giving thirty (30) days written notice.

6.1 In addition to any other provisions specified herein, the Company shall have the right in its sole and absolute discretion to terminate this Agreement for cause in any of the following circumstances: (a) material breach of this Agreement, (b) any act of fraud or dishonesty in connection with the performance of this Agreement, (c) conduct inimical to the best interests of the Company, (d) execution of an assignment for the benefit of creditors, or (e) filing of any petition under the United States Bankruptcy Code. Upon termination for cause, the Company shall have no further obligation to pay referral fees.

6.2 This agreement shall automatically terminate unless at least one (1) new referral is received in any rolling 12 month period and the Company shall have no further obligation to pay referral fees.

6.3 In the event that Affiliate voluntarily terminates this Agreement at any time, the Company shall pay Affiliate all Compensation due hereunder to the date written notice of termination is given.

7. GOVERNING LAW. This Agreement will be governed by and construed under, and the legal relations between the Parties hereto will be determined in accordance with, the laws of the State of California, without regard to choice of law rules. The parties hereby consent to the exclusive jurisdiction and venue of the courts of the State of California or to any Federal Court located within the State of California.

8. NOTICES. All payments, notices, requests, demands and other communications required or permitted to be given under this Agreement shall be given in writing by United States mail, postage prepaid to the parties at the address set forth below or to such other place or places as either party hereto shall designate by written notice to the other. Cardpay Solutions Inc., 22647 Ventura Blvd., Suite 246, Woodland Hills, CA 91364. Such notice shall be effective as of the date of mailing.

9. ENTIRE AGREEMENT. This Agreement, together with any supplements, addenda, amendments, modifications or attachments, comprises the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Each party acknowledges that no representations, inducements, promises, warranties or agreements have been made by any party, or anyone acting on behalf of any party, other than those set forth in this Agreement.

10. SEVERABILITY. In the event that any portion of this Agreement is found to be void, illegal or unenforceable, the validity and enforceability of any other portion shall not be affected. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

11. AMENDMENTS AND WAIVERS. This Agreement may be modified, amended or supplemented only by a written instrument duly executed by the parties hereto. No covenant, term or condition, or the breach thereof, shall be deemed waived, unless it is waived in writing and signed by the party against whom the waiver is claimed. The waiver by either party of a breach of any covenant, term or condition shall not operate or be construed to be a waiver of any preceding or subsequent breach thereof.

12. VENUE. Any suit, action or proceeding arising out of or relating to this Agreement shall be brought only in the Superior Court in the Los Angeles County, California or the United States District Court for the District which includes Los Angeles County, California and Affiliate hereby agrees and consents to the personal and exclusive jurisdiction of said courts over it as to all suits, actions and proceedings arising out of or related to this Agreement, and Affiliate further waives any claim that such suit, action or proceeding is brought in an improper or inconvenient forum. For purposes of any such suit, action or proceeding, the parties agree that any process to be served in connection therewith shall, if delivered, sent or mailed to the other party at the addresses below, which may be changed from time to time and each party shall notify the other party of any such change.

13. ARBITRATION. Any legal controversy or legal claim arising out of or relating to this Agreement shall be settled by binding arbitration before the American Arbitration Association. The arbitration shall be conducted in the State of California as the parties to this agreement agree to be governed by the laws of California. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of party pending the completion of arbitration. The prevailing party from arbitration shall be entitled to reasonable attorney's fees, which shall be set forth by the arbitrator(s). The decision of the arbitrator shall be final and binding on the parties. The parties shall bear equally all fees, costs and expenses of the arbitration, and each party shall bear its own legal expenses, attorneys fees, and costs of all experts and witnesses, provided, however, the arbitration panel may apportion between the parties, as said arbitrator may deem equitable, the cost incurred by either party. Should either party file an action contrary to this provision, the other party may recover attorneys’ fees and costs up to one thousand (1000) dollars.

14. LIMITATION OF LIABILITY. EXCEPT AS STATED IN THE FOLLOWING SENTENCE, THE PARTIES HERETO SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR INCIDENTAL DAMAGES. EACH PARTY SHALL BE LIABLE FOR AND AGREES TO INDEMNIFY AND HOLD THE OTHER HARMLESS FROM ANY AND ALL LIABILITY, EXPENSES (INCLUDING REASONABLE ATTORNEY’S FEES), COSTS, DAMAGES, SETTLEMENTS, OR OBLIGATIONS RESULTING FROM THE RECKLESS OR WILLFUL MISCONDUCT OF EITHER PARTY OR THAT OF ITS EMPLOYEES OR AGENTS OR FOR ITS OBLIGATIONS UNDER OR BREACH OF THE CONFIDENTIALITY OR INDEMNIFICATION CLAUSES HEREIN. NO ACTION ARISING OUT OF THE PERFORMANCE UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO YEARS AFTER SUCH CAUSE OF ACTION OCCURS, EXCEPT THAT AN ACTION FOR NONPAYMENT MUST BE BROUGHT WITHIN ONE YEAR OF THE DUE DATE OF THE LAST PAYMENT.

15. WARRANTY. Affiliate shall not extend to customers warranties or guarantees in the name of the Company or which would bind the Company with respect to the performance, design, quality, merchantability, non-infringement or fitness for a particular purpose of the Services.

16. SURVIVAL. The terms of this Agreement apply to those obligations that survive any cancellation, termination, or rescission, namely ownership, confidentiality/non-disclosure, warranty, indemnification, liability and limits thereon, rights and obligations upon and following termination and assignment.

17. FORCE MAJEURE. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, act of government, strikes, unavailability of material, telecommunications failure, any failure of a Third Party Provider to supply goods or services associated with or comprising a Resell Service, shortages of or failure to deliver hardware and/or software not attributable to an act or failure to act of the Party seeking the protection of the force majeure or any other cause beyond the reasonable control of such Party ("Force Majeure"), provided that such Party gives the other Party written notice thereof promptly, and, in any event, within fifteen (15) days of discovery thereof. In the event of such a Force Majeure, the time for performance or cure shall be extended for a period equal to the duration of the Force Majeure but not in excess of sixty (60) days.

18. RELATIONSHIP OF PARTIES. Nothing contained in this Agreement shall be construed as creating any agency, legal representative, partnership, or other form of joint enterprise between the parties. Neither party shall have authority to contract for or bind the other in any manner whatsoever.

19. REMEDIES CUMULATIVE. Except to the extent specifically provided otherwise in this Agreement, all remedies provided for hereunder, including, without limitation, the right to terminate this Agreement and all of the remedies provided by law, shall be deemed cumulative and non-exclusive. IN WITNESS WHEREOF, the parties hereto shall be considered to have executed this Agreement by their respective officers as of the day and year set forth below.