PAYS POS SALES AGENT AGREEMENT

WHEREAS, Agent is engaged in the solicitation, referral, and introduction of prospective merchants for payment processing, point-of-sale, and related business services;

WHEREAS, Company desires to appoint Agent as a non-exclusive independent sales agent to identify, solicit, and refer prospective merchants to Company for its products and services, and Agent desires to accept such appointment;

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

1.1 Appointment

Company hereby appoints Agent as a non-exclusive independent sales agent to identify, solicit, and refer prospective merchants for Company services, including payment processing, POS solutions, equipment, software, and related products and services.

1.2 Acceptance

Agent accepts the appointment and agrees to perform all services in accordance with this Agreement, Company policies, applicable laws, card brand rules, processor requirements, sponsor bank requirements, and any procedures or guidelines provided by Company.

1.3 Non-Exclusivity

This Agreement is non-exclusive. Company reserves the right, in its sole discretion, to appoint other agents, representatives, referral partners, ISOs, resellers, or sales channels, and to solicit, service, board, or contract with merchants directly.

Agent may engage in other lawful business activities, provided that such activities do not conflict with this Agreement, violate Agent’s obligations to Company, misuse Company’s confidential information, or interfere with Company’s merchant relationships, processor relationships, referral relationships, or business interests.

1.4 No Guaranteed Territory or Leads

Agent acknowledges that this Agreement does not grant Agent any exclusive territory, protected account list, guaranteed leads, guaranteed merchant approvals, guaranteed compensation, or exclusive right to sell Company’s products or services.

2.1 Independent Contractor

Agent is and shall remain an independent contractor of Company. The term “Agent” is used solely as a descriptive contractual label and does not create, and shall not be construed to create, any legal agency, employer-employee relationship, partnership, joint venture, franchise, fiduciary relationship, or authority to bind Company. Agent is a limited referral/sales representative only and has no authority to act on behalf of or bind Company except as expressly authorized in writing by Company.

2.2 Limitation of Agent Authority

Agent shall have no authority to:

• Bind Company to any agreement, commitment, obligation, or liability;

• Make representations, warranties, guarantees, promises, or commitments on behalf of Company;

• Approve merchant accounts, pricing, processing terms, equipment terms, or underwriting decisions;

• Incur any obligations, debts, costs, or expenses in Company’s name;

• Use Company’s name, trademarks, branding, or materials except as expressly authorized by Company.

2.3 Taxes and Expenses

Agent shall be solely responsible for all taxes, withholdings, insurance, expenses, licenses, permits, registrations, and compliance obligations arising from Agent’s performance under this Agreement. Company shall not be responsible for withholding or paying any payroll taxes, employment taxes, benefits, insurance, or other amounts on behalf of Agent. Agent shall provide Company with a completed IRS Form W-9 or other required tax documentation before any compensation is paid. Company may withhold payment until such documentation is received.

3.1 Agent’s Responsibilities

Agent may perform the following services under this Agreement:

• Identify and solicit prospective merchants;

• Present and sell Company-approved products and services;

• Submit merchant applications through Company-approved channels;

• Provide accurate merchant information and supporting documents required by Company, processor, or sponsor bank;

• Follow Company’s sales procedures, compliance requirements, pricing guidelines, underwriting requirements, and merchant onboarding process.

3.2 Underwriting and Approval

All merchant accounts submitted by Agent shall be subject to Company’s underwriting process, processor approval, sponsor bank approval, risk review, and compliance review.

Company reserves the sole right to approve, reject, suspend, terminate, or decline any merchant application or merchant account for any reason, including but not limited to underwriting concerns, compliance concerns, prohibited business activity, risk exposure, inaccurate information, processor requirements, sponsor bank requirements, or card brand rules.

Agent acknowledges that submission of a merchant application does not guarantee approval, processing activation, equipment deployment, or payment of compensation.

4.1 Residual Compensation

Agent shall be paid a commission equal to eighty percent (80%) of the Net Residual Revenue generated from merchant accounts submitted by Agent and accepted by Company, subject to the terms, conditions, deductions, offsets, and limitations set forth in this Agreement.

A merchant account is “accepted by Company” only when the merchant has been approved by Company, the applicable processor, and the sponsor bank; has been boarded through Company-approved channels; has begun processing transactions; and has generated Net Residual Revenue actually received by Company.

4.2 Definition of Net Residual Revenue

“Net Residual Revenue” means the actual net revenue received by Company from merchant processing activities for merchant accounts submitted by Agent and accepted by Company, after deducting all applicable costs, fees, expenses, adjustments, and liabilities, including but not limited to interchange fees, assessments, card brand fees, processor costs, sponsor bank fees, gateway fees, equipment costs, chargebacks, refunds, reserves, third-party fees, compliance fees, losses, adjustments, penalties, and any other applicable fees or expenses.

4.3 Commission Payment Terms

Commissions shall be calculated monthly and paid within thirty (30) days following the end of each calendar month, provided that Company has received the applicable revenue and completed its reconciliation.

Company reserves the right to delay, adjust, hold, or withhold commission payments pending reconciliation, processor reporting, chargeback review, fraud review, compliance review, merchant investigation, or any other reasonable business or risk-related review.

4.4 Adjustments, Offsets, and Chargebacks

Company may deduct, offset, reverse, or recover any amounts related to chargebacks, refunds, losses, reserves, penalties, merchant disputes, pricing errors, processor adjustments, fraud, misrepresentation, or any amounts owed by Agent to Company.

Company may reverse commissions on merchant accounts found to be fraudulent, misrepresented, improperly boarded, non-compliant, terminated, or subject to chargebacks, losses, or processor deductions.

If deductions, chargebacks, reversals, losses, reserves, or offsets exceed commissions otherwise payable to Agent for a given period, the negative balance may be carried forward and offset against future compensation owed to Agent.

If Company delays payment beyond thirty (30) days after the end of the applicable calendar month, Company shall use commercially reasonable efforts to complete its review promptly and may provide Agent with reasonable notice of the general basis for the delay, unless prohibited by law, processor requirement, sponsor bank requirement, card brand rule, or risk-management concern.

4.5 Conditions for Payment

Agent shall only be entitled to residual compensation if:

• Agent is in good standing with Company;

• Agent is not in breach of this Agreement;

• Agent has complied with all Company policies, processor rules, sponsor bank requirements, card brand rules, and applicable laws;

• The applicable merchant accounts remain active, processing, and in good standing;

• Company has actually received Net Residual Revenue from the applicable merchant accounts.

“Good Standing” means that Agent is not in breach of this Agreement, has complied with Company policies and applicable processor, sponsor bank, card brand, and legal requirements, has not engaged in conduct giving rise to indemnification or offset rights, and has provided all tax, compliance, and payment documentation reasonably requested by Company.

No commission or residual compensation shall be owed on revenue that is not received by Company, is reversed, refunded, charged back, withheld, offset, placed in reserve, or otherwise deducted by Company, processor, sponsor bank, card brand, or third party.

Company shall have no obligation to pay residual compensation for any month in which no Net Residual Revenue is received, or where the calculated commission is zero or negative after deductions, offsets, reversals, chargebacks, reserves, losses, or adjustments.

4.6 Payment Information and ACH Authorization

As a condition to receiving any commission, residual compensation, or other payment under this Agreement, Agent shall provide Company with all payment and tax documentation reasonably requested by Company, including a completed IRS Form W-9, ACH/direct deposit authorization form, voided check or bank verification letter, and any other information reasonably necessary to verify Agent’s payment account and process payments.

Company may withhold, delay, or suspend payment until Agent has provided complete and accurate payment and tax documentation. Agent is solely responsible for ensuring that all payment information provided to Company is accurate, current, and authorized. Company shall not be liable for any delayed, rejected, misdirected, or failed payment resulting from inaccurate, outdated, incomplete, or unauthorized payment information provided by Agent.

Agent authorizes Company to make payments by ACH, direct deposit, check, or any other payment method selected by Company. Agent further authorizes Company to make correcting entries, reversals, offsets, or adjustments only as necessary to correct payment errors, duplicate payments, overpayments, chargebacks, reversals, or amounts owed by Agent to Company, to the extent permitted by applicable law and banking rules.

Agent shall promptly notify Company in writing of any change to Agent’s payment information. Any updated payment information shall not be effective until received, reviewed, and processed by Company.

5.1 Ownership

All merchant accounts, merchant agreements, merchant applications, merchant relationships, processing relationships, merchant data, portfolio rights, and related business relationships arising from or connected to this Agreement shall be the exclusive property of Company, subject to any rights held by Company’s applicable processor, sponsor bank, platform provider, or affiliate.

5.2 Restrictions on Merchant Account Rights

Agent acknowledges and agrees that:

• Agent has no ownership interest in any merchant account, merchant relationship, merchant agreement, merchant data, processing relationship, or merchant portfolio;

• Agent has no right to sell, transfer, assign, pledge, encumber, move, convert, or otherwise control any such merchant account or merchant relationship;

• Agent shall not represent to any merchant, processor, vendor, or third party that Agent owns or controls any merchant account or merchant portfolio connected to Company.

5.3 Residuals Upon Termination

Agent shall continue to receive the agreed residual compensation for merchants originated by Agent for the life of each such merchant account — and, in the case of any transfer, sale, migration, assignment, conversion, or restructuring of any merchant account, merchant portfolio, processing relationship, processor, sponsor bank, or platform, subject in all respects to Section 15 — provided that:

• The merchant continues processing with Company, Company’s processor, or Company’s approved processing platform;

• Agent is not in breach of this Agreement;

• Agent has not solicited, moved, converted, transferred, boarded elsewhere, or attempted to transfer any merchant away from Company, Company’s processor, or Company’s approved processing platform;

• Agent has not violated Sections 6, 7, 8, 9, 10, 12, or 15 of this Agreement;

• The merchant account remains active, in good standing, and generates residual income;

• Residual compensation shall be payable only from actual net revenue received by Company from such merchant account.

For clarity, Agent’s residual compensation rights are solely contractual payment rights, if and when payable under this Agreement, and do not constitute ownership of, or a security interest in, any residual stream, merchant account, merchant relationship, merchant data, processing agreement, or portfolio asset. All such merchant accounts, merchant relationships, processing relationships, merchant data, residual streams, and portfolio rights shall remain the exclusive property of Company, subject to any rights held by Company’s applicable processor, sponsor bank, platform provider, or affiliate.

Agent’s right to receive residual compensation after termination is conditional, non-vested, and subject at all times to the conditions, deductions, offsets, reversals, forfeiture rights, and limitations stated in this Agreement. No residual compensation shall be deemed earned, vested, or payable unless and until Company has actually received and reconciled the applicable Net Residual Revenue and Agent remains eligible for payment under this Agreement.

Notwithstanding the foregoing, if Company transfers, sells, migrates, assigns, converts, or otherwise restructures any merchant account, merchant portfolio, processing relationship, processor, sponsor bank, or platform, Agent’s residual rights shall be governed by Section 15.

6.1 Non-Solicitation

During the term of this Agreement and for a period of twenty-four (24) months following termination, Agent shall not, directly or indirectly:

• Solicit or attempt to solicit any merchant that Agent solicited, serviced, submitted, or had material contact with through Company during the twelve (12) months before termination;

• Induce or attempt to induce any merchant that Agent solicited, serviced, submitted, or had material contact with through Company during the twelve (12) months before termination to terminate, reduce, or transfer services away from Company;

• Interfere with Company’s merchant relationships, business relationships, processor relationships, referral relationships, or vendor relationships.

6.2 Non-Circumvention

During the term of this Agreement and for a period of twenty-four (24) months following termination, Agent shall not bypass, avoid, or circumvent Company by directly or indirectly working with, contracting with, boarding, transferring, converting, or receiving compensation from any merchant, referral source, processor relationship, vendor relationship, or business opportunity that Agent was introduced to through Company, learned of through Company, or interacted with in connection with this Agreement, where such activity would deprive Company of a business opportunity, merchant relationship, compensation, portfolio value, or other benefit connected to Company’s business.

7.1 Limited Non-Compete

To the maximum extent permitted by applicable law, and only where enforceable, for a period of six (6) months following termination of this Agreement, Agent shall not use Company’s Confidential Information, merchant relationships, pricing information, referral sources, processor relationships, trade secrets, or goodwill to directly compete with Company with respect to any specific products, services, merchants, accounts, or business relationships that Agent accessed, serviced, developed, or worked with under this Agreement.

This restriction is intended only to protect Company’s legitimate business interests and shall not prevent Agent from working in the payment processing, POS, software, or financial technology industry generally, provided that Agent does not solicit, divert, transfer, interfere with, or attempt to move any Company merchant, referral source, processor relationship, business opportunity, or account, and does not violate any confidentiality, non-solicitation, non-circumvention, or other restrictive covenant contained in this Agreement.

This Section shall not apply to any Agent located in a jurisdiction where such restriction is prohibited or unenforceable, including where applicable under California law. If any portion of this Section is limited, prohibited, or found unenforceable under applicable law, it shall be modified and enforced to the maximum extent permitted by law, or severed if modification is not permitted, without affecting the enforceability of the remaining provisions of this Agreement.

8.1 Confidential Information

Agent agrees to maintain the confidentiality of all proprietary, non-public, and confidential information received from or relating to Company, including but not limited to merchant data, merchant lists, pricing structures, compensation models, residual reports, processing relationships, referral sources, business strategies, technical information, financial information, sales materials, customer information, and other confidential business information (“Confidential Information”).

8.2 Exclusions from Confidential Information

Confidential Information does not include information that Agent can demonstrate by competent evidence: (a) is or becomes generally available to the public through no act or omission of Agent in breach of this Agreement; (b) was rightfully known to Agent, without any obligation of confidentiality, before its disclosure by or on behalf of Company; (c) is independently developed by Agent without use of or reference to any Confidential Information; or (d) is rightfully received by Agent from a third party who was lawfully in possession of the information and under no obligation of confidentiality to Company.

If Agent is required by law, regulation, subpoena, court order, or governmental or regulatory authority to disclose any Confidential Information, Agent shall, to the extent legally permitted, provide Company with prompt prior written notice and reasonable cooperation so that Company may seek a protective order or other appropriate remedy, and Agent shall disclose only that portion of the Confidential Information that Agent is legally required to disclose.

8.3 Use and Disclosure Restrictions

Agent shall not use, disclose, copy, share, transfer, or make available any Confidential Information to any third party except as necessary to perform Agent’s duties under this Agreement and only with Company’s prior written authorization. Agent shall not use Confidential Information for Agent’s own benefit or for the benefit of any third party.

8.4 Return or Destruction of Confidential Information

Upon termination of this Agreement, or upon Company’s request, Agent shall, within fourteen (14) days or such shorter period as Company reasonably requires in writing, return or, if authorized by Company in writing, destroy all Confidential Information, documents, records, merchant data, pricing information, sales materials, and other Company materials in Agent’s possession or control. Agent shall certify such return or destruction upon Company’s request.

8.5 Survival of Obligations The confidentiality obligations under this Section shall survive termination or expiration of this Agreement.

8.6 Notice of Immunity Under the Defend Trade Secrets Act

Notwithstanding any other provision of this Agreement, Agent is hereby notified in accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)) that: (a) an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (b) an individual who files a lawsuit for retaliation by an employer or principal for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal, and (ii) does not disclose the trade secret, except pursuant to court order.

9.1 Compliance. Agent agrees to comply with all applicable laws and requirements, including those related to solicitation, credit card processing, PCI DSS and other applicable payment security requirements, card brand rules (Visa, Mastercard, etc.), processor requirements, sponsor bank requirements, and Company policies.

Agent acknowledges that processor rules, sponsor bank requirements, card brand rules, PCI DSS and other payment security requirements, and Company policies may be updated from time to time, and Agent agrees to comply with the then-current versions of such requirements.

9.2 Prohibited Conduct. Agent shall not engage in any fraudulent, deceptive, misleading, unlawful, or unethical conduct in connection with this Agreement, including but not limited to:

• Misrepresenting Company’s products, services, pricing, fees, terms, approvals, capabilities, or processing relationships;

• Advertising or promoting “free processing,” “zero cost processing,” “no-fee processing,” or similar claims in a false, misleading, incomplete, or non-compliant manner;

• Making unauthorized guarantees, promises, representations, or warranties on behalf of Company;

• Falsifying, altering, or submitting inaccurate merchant applications, documents, signatures, statements, business information, processing history, or supporting records;

• Encouraging merchants to provide false, incomplete, or misleading information;

• Engaging in bait-and-switch sales practices, hidden fee practices, unauthorized pricing changes, or deceptive marketing;

• Violating card brand rules, processor rules, sponsor bank requirements, applicable laws, or Company policies.

Any violation of this Section may be considered a material breach of this Agreement and may result in immediate termination, withholding or forfeiture of unpaid compensation, indemnification obligations, and any other remedies available to Company under this Agreement or applicable law.

9.3 Marketing Materials and Sales Practices

Agent shall use only Company-approved marketing materials, pricing disclosures, sales scripts, proposals, applications, and merchant-facing documents. Agent shall not create, publish, distribute, or use any advertisement, promotion, pricing sheet, proposal, email, message, website, landing page, social media content, or sales material referencing Company or its products and services without Company’s prior written approval.

10.1 Ownership

Any equipment, devices, terminals, card readers, POS hardware, demo units, software access, marketing materials, documents, sales materials, merchant data, pricing information, training materials, credentials, or other materials provided by Company shall remain the sole property of Company unless otherwise agreed in writing.

10.2 Use of Company Property

Agent shall use Company property only for purposes authorized under this Agreement and shall not sell, transfer, pledge, lease, damage, misuse, copy, distribute, or allow unauthorized access to any Company property, systems, software, materials, or information.

10.3 Return of Property

Upon termination of this Agreement, or upon Company’s request, Agent shall return all Company property, equipment, devices, documents, merchant data, sales materials, credentials, and confidential information within fourteen (14) days.

10.4 Failure to Return Property

If Agent fails to return Company property within the required period, Company may deduct the replacement cost, recovery cost, or other related damages from any unpaid compensation owed to Agent, to the extent permitted by applicable law. Company may also pursue any other remedies available under this Agreement or applicable law.

11.1 Term

This Agreement shall commence on the Effective Date and shall continue in full force and effect on a continuous basis until terminated by either Party in accordance with this Section 11. This Agreement has no fixed expiration date and shall remain in effect unless and until terminated as provided herein.

11.2 Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other Party.

11.3 Termination for Cause

Company may terminate this Agreement immediately upon written notice if Agent:

• Breaches any term of this Agreement;

• Engages in fraud, misrepresentation, deceptive conduct, or unlawful activity;

• Violates card brand rules, processor requirements, sponsor bank requirements, Company policies, or applicable laws;

• Misuses Company’s confidential information, merchant data, pricing information, systems, equipment, or materials;

• Solicits, transfers, converts, boards elsewhere, or attempts to move any merchant away from Company;

• Makes unauthorized representations, warranties, guarantees, pricing promises, or commitments on behalf of Company;

• Submits false, incomplete, misleading, or unauthorized merchant information;

• Acts in a manner that may harm Company’s reputation, merchant relationships, processor relationships, sponsor bank relationships, or business interests.

11.4 Effect of Termination

Upon termination of this Agreement, Agent shall immediately:

• Cease representing, marketing, selling, or holding itself out as authorized by Company;

• Stop using Company’s name, trademarks, logos, branding, sales materials, systems, credentials, and confidential information;

• Return all Company property, equipment, devices, documents, merchant data, sales materials, credentials, and confidential information in accordance with this Agreement;

• Cease all unauthorized contact with Company merchants, processors, referral sources, vendors, and business contacts concerning Company products, services, merchant accounts, pricing, processing relationships, or related business matters, except as expressly authorized in writing by Company or as reasonably necessary to comply with a written transition instruction issued by Company;

• Continue to comply with all post-termination obligations, including confidentiality, non-solicitation, non-circumvention, ownership, prohibited conduct, return of property, and any other surviving obligations under this Agreement.

11.5 Survival

Termination of this Agreement shall not affect any rights or obligations that accrued before termination. Any provisions intended to survive termination, including but not limited to ownership of merchant accounts, compensation adjustments, confidentiality, non-solicitation, non-circumvention, non-compete where enforceable, prohibited conduct, indemnification, assignment restrictions, dispute resolution, and return of Company property, shall survive termination.

• Agent’s breach of this Agreement;

• Agent’s fraud, misconduct, negligence, misrepresentation, deceptive practices, or unlawful conduct;

• Agent’s violation of card brand rules, processor requirements, sponsor bank requirements, Company policies, or applicable laws;

• Agent’s unauthorized representations, warranties, promises, pricing claims, or commitments;

• Agent’s misuse or disclosure of confidential information, merchant data, Company materials, systems, or equipment;

• Any claim made by a merchant, processor, vendor, referral source, or third party resulting from Agent’s actions or omissions.

Company may offset any indemnifiable amounts against unpaid compensation owed to Agent, to the extent permitted by applicable law.

To the maximum extent permitted by applicable law, Company shall not be liable to Agent for any indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including loss of business opportunity, loss of goodwill, loss of anticipated commissions, or loss of future residuals, whether arising under contract, tort, statute, or any other legal theory.

Company’s total liability to Agent for any claim arising out of or related to this Agreement shall not exceed the total compensation actually paid by Company to Agent during the six (6) months immediately preceding the event giving rise to the claim.

The liability cap shall not limit Agent’s right to recover residual compensation that was actually earned, finally reconciled, due and payable, and wrongfully withheld, subject to all offsets, deductions, and defenses available to Company under this Agreement.

Nothing in this Section shall limit Agent’s indemnification obligations, confidentiality obligations, restrictive covenant obligations, fraud-related liabilities, or obligations to return Company property.

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.

14.2 Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its interpretation, enforcement, breach, termination, compensation, residuals, merchant ownership, restrictive covenants, or any related business relationship between the Parties, shall be resolved by binding arbitration.

Any court proceeding for injunctive relief or enforcement of an arbitration award shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each Party consents to personal jurisdiction and venue in those courts.

The arbitration shall be conducted before a single neutral arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association, unless the Parties agree in writing to use another arbitration provider or set of rules.

The arbitrator shall have authority to award damages, attorneys’ fees, costs, and any other relief available under this Agreement or applicable law, subject to Company’s right to seek injunctive relief in accordance with Section 14.3. The arbitrator’s decision shall be final and binding on the Parties, and judgment on the arbitration award may be entered in any court of competent jurisdiction.

14.3 Injunctive Relief

Notwithstanding the arbitration requirement, Company may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect its confidential information, merchant relationships, merchant data, intellectual property, restrictive covenant rights, non-solicitation rights, non-circumvention rights, or other business interests.

14.4 Attorneys’ Fees and Costs

The prevailing Party in any arbitration, court proceeding for injunctive relief, or enforcement proceeding arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses.

14.5 Class and Representative Action Waiver

To the maximum extent permitted by applicable law, all disputes subject to arbitration under this Agreement shall be resolved solely on an individual basis, and not on a class, collective, consolidated, or representative basis. The arbitrator shall have no authority to hear or arbitrate any class, collective, consolidated, or representative claim, and may not consolidate or join the claims of more than one person or party. Each Party waives any right to participate in, or to recover relief under, any class, collective, consolidated, or representative action arising out of or relating to this Agreement. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) shall be severed and adjudicated in a court of competent jurisdiction in accordance with Section 14.2, while all remaining claims proceed in individual arbitration.

Agent may not assign, transfer, delegate, sell, pledge, encumber, or otherwise transfer this Agreement, any rights or obligations under this Agreement, any merchant relationship, or any residual compensation rights without Company’s prior written consent. Any attempted assignment without such consent shall be null and void.

Company may assign or transfer this Agreement, in whole or in part, in connection with a merger, acquisition, reorganization, sale of assets, sale of merchant portfolio, processor change, sponsor bank change, corporate restructuring, or transfer of business operations.

If Company transfers, sells, migrates, assigns, or converts any merchant account, merchant portfolio, processing relationship, processor, sponsor bank, or platform, Agent shall not be entitled to object to such transfer or migration. Agent’s right to residual compensation, if any, shall continue only to the extent Company continues to receive identifiable Net Residual Revenue attributable to merchants originated by Agent and only as otherwise provided in this Agreement. Company shall have no obligation to maintain any merchant on a particular processor, platform, sponsor bank, pricing program, or portfolio structure for Agent’s benefit.

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail, recognized overnight courier, or email to the addresses provided by the Parties or to any updated address provided in writing.

If to Company:

Business Operating System LLC d/b/a PAYS POS

6203 San Ignacio Ave #110

San Jose, CA 95119

Email: support@payspos.com

Attention: Rohan Patange

Notices shall be deemed given upon receipt, or, if sent by email, upon successful transmission, provided that no bounce-back or delivery failure notice is received.

This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous discussions, negotiations, proposals, representations, understandings, or agreements, whether written or oral.

No amendment, modification, waiver, or change to this Agreement shall be valid unless made in writing and signed by both Parties.

No failure or delay by Company in exercising any right, remedy, power, or privilege under this Agreement shall operate as a waiver of such right, remedy, power, or privilege. No waiver shall be effective unless made in writing and signed by Company. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court, arbitrator, or other authority of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.

The invalid, illegal, or unenforceable provision shall be modified or limited to the minimum extent necessary so that it becomes valid and enforceable while preserving the original intent of the Parties as closely as possible.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one agreement.

Signatures delivered electronically, by PDF, electronic signature platform, or other electronic means shall be deemed valid and binding as originals.

Each Party consents to conduct this transaction by electronic means and agrees that this Agreement may be offered, completed, executed, and delivered through an electronic signature process or online form, including a web-based intake or signature form. Electronic records and electronic signatures shall have the same legal force and effect as handwritten signatures and paper records under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any other applicable law. A Party may withdraw consent to transact electronically only by delivering written notice to the other Party before this Agreement is executed.

The following exhibits and documents may be required by Company as part of Agent onboarding, compliance, tax reporting, and payment processing. Once completed or provided, such documents shall be maintained with Company’s records and, where applicable, shall form part of the Parties’ agreement and obligations under this Agreement:

• Exhibit A: Agent Payment Setup Form / ACH Authorization (completed in the Agent Information & Signature section below).

• Exhibit B: IRS Form W-9.

• Exhibit C: Company Policies, Sales Guidelines, or Compliance Acknowledgment, if applicable