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    Partner Program Terms & Conditions

    TERMS AND CONDITIONS

    1. BACKGROUND

    1.1. Program. The Partner operates a platform or services through which it may introduce potential customers to Wayflyer. Wayflyer operates a program with partners, via PartnerStack, who wish to introduce potential eligible customers to Wayflyer, and is willing to pay the Partner a commission if such persons contract with Wayflyer (the Program).

    1.2. Terms. The Program is subject to the terms of this agreement, comprised of these Terms and Conditions and the PartnerStack online terms of service (the Agreement).

    1.3. **Definitions. **The following definitions apply in this Agreement:

    • Bank Account: the bank account having the details inputted by the Partner in PartnerStack.
    • Commencement Date: the date on which the Partner’s PartnerStack account onboarding is completed.
    • Commission: the amount, calculated as a percentage of Fees, which may be paid to Partner in accordance with the commission schedule as outlined in PartnerStack (as may be updated from time to time) and the terms of this Agreement.
    • **Fees: **means the transaction fees paid to Wayflyer under a Relevant Contract less any value added tax or other sales tax on them, any cost of capital or out of pocket expenses incurred by Wayflyer in providing the services and any discounts or rebates granted by Wayflyer.
    • **Intellectual Property Rights: **any and all exclusionary, proprietary or other rights existing from time to time under patent, copyright, trade secret, trademark, unfair competition or similar laws, registered or unregistered, including all moral rights, design rights, databases, rights in relation to domain names, throughout the world.
    • Introduction Date: for each Prospective Customer, the date during the Term on which the Partner first Introduces such Prospective Customer to Wayflyer.
    • **Partner: **you, being the partner having the details inputted in PartnerStack.
    • PartnerStack: the partner ecosystem platform operated by ParterStack, Inc.
    • Relevant Contract: a contract for the supply of Services entered into between Wayflyer and a Prospective Customer who was Introduced by the Partner, during the Term.
    • Restricted Products: includes but is not limited to, firearms or other weaponry, fireworks, pornography, hazardous materials, tobacco, nicotine and vaping products and illegal products and such other products as may be communicated to Partner from time to time.
    • Services: the purchase of receivables from, or the provision of other forms of financing to businesses, and the analytics services provided by Wayflyer, together with any other services from time to time offered by Wayflyer which Wayflyer, by express written notice to the Partner, includes within the scope of this Agreement.
    • Wayflyer: means Wayflyer Limited having its principal place of business at 1175 Peachtree St NE, Suite 1000, Atlanta, GA, 30361, USA, or, if applicable, a member of the Wayflyer group of companies.
    • Wayflyer Materials: has the meaning given to it in clause 7.2.
    2. APPOINTMENT

    2.1. Appointment. Wayflyer appoints the Partner on a non-exclusive basis to Introduce Prospective Customers to Wayflyer, and the decision of whether to enter into a Relevant Contract with any Prospective Customer is at Wayflyer’s absolute and sole discretion.

    2.2. **Limited scope of authority. **The Partner is not an authorised representative of Wayflyer, shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind Wayflyer in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.

    The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of Wayflyer, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with Prospective Customers.

    3. ELIGIBILITY CRITERIA

    3.1. Eligibility. Commission shall only be payable in respect of a customer who satisfies each of the following criteria (Prospective Customer), being a customer:

    • to whom Wayflyer has not at any time previously provided any Wayflyer Services and with whom Wayflyer has not been in negotiations to provide Wayflyer Services in the ninety (90) day period prior to the Introduction Date;

    • which is an business that sells physical products which are not Restricted Products;

    • which is an entity that is incorporated in a country in which Wayflyer offers Wayflyer Services;

    • which has been trading for at least six (6) months; and

    • which has generated at least US$10,000 or $20,000 (as applicable, depending on the Services involved) in monthly revenue in its most recent six (6) months of trading; and

    • other criteria as may be communicated to Partner from time to time.

      3.2. Introduction. Each of the following criteria must be met for the Partner to be eligible for Commission:

    • the Partner must have a verifiable commercial relationship with the Prospective Customer;

    • the Partner must (i) complete a Wayflyer provided entry form (the Entry Form) which includes the contact details of an employee at a Prospective Customer that is of sufficient seniority to authorise or recommend the purchase of the Services from Wayflyer; and (ii) provide the Entry Form to their Wayflyer point of contact by electronic communication;

    • Wayflyer shall acknowledge receipt of the Entry Form via electronic communication;

    • once receipt of the Entry Form is acknowledged by Wayflyer, Partner shall submit their referral via PartnerStack; and

    • the Prospective Customer must enter into a Relevant Contract within ninety (90) days of the Introduction,

    (an Introduction, and Introduce, Introduces and **Introduced **will be construed accordingly).

    4. COMMISSION AND PAYMENT

    4.1. Commission. Wayflyer shall pay any applicable Commission in accordance with the commission schedule as outlined in PartnerStack and as governed by the terms of this Agreement, unless otherwise agreed by Wayflyer, in its sole discretion, in writing. Each month, the Partner can access, via its PartnerStack dashboard, the number of (and date of) Relevant Contracts entered into in the previous month and the Commission payable to the Partner in the relevant month.

    4.2. Due date for Commission. Commission payable pursuant to clause 4.1 shall be payable to the Partner to the Bank Account in the following month in which Wayflyer enters into the Relevant Contract, unless otherwise agreed.

    4.3. Taxes. Commission is exclusive of sales tax, which shall be added to the sum in question. Each party shall be responsible for all taxes, duties, withholdings and/or levies under any applicable laws. If a party is required to withhold any withholding or similar taxes and make payments to the relevant tax authority, those amounts will be deducted from any amounts due to the other party, such that the amount paid will be net of withholding taxes.

    4.4. Commission schedule. The Commission applicable to any Introductions will be as outlined in the commission schedule in PartnerStack, which is based on the Partner’s performance in the Program. Wayflyer may, at any time and at its sole discretion, amend the Commission applicable to the Partner in PartnerStack, and the Partner’s continued participation in the Program following such updates constitutes the Partner’s acceptance of such amended Commission.

    4.5. Disputes about Commission. If any dispute arises as to the amount of Commission payable by Wayflyer to the Partner, the same shall be resolved in accordance with clause 15.13 and / or 15.16 (as applicable).

    4.6. Exclusions from Commission. No Commission or other compensation shall be payable :

    • where the Prospective Customer is a company with which the Partner is affiliated, or the Prospective Customer is an affiliate of such company;

    • where the Prospective Customer is Introduced by the Partner and the Prospective Customer then Introduces Wayflyer to a third party who purchases Services from Wayflyer; the Partner shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Wayflyer;

    • unless each of the criteria set out in clause 3.2 are satisfied;

    • where the Partner is a fiduciary obligation of the Prospective Customer;

    • where Wayflyer, in its sole discretion, opts not to enter into a Relevant Contract with the Prospective Customer.

      4.7. **No continuing obligation to pay Commission. **Where Wayflyer terminates in accordance with clause 13.2, the obligation to pay any Commission terminates immediately other than (i) in respect of Introductions which have been submitted, and (ii) in respect of any Commission due in accordance with this Agreement. Where Wayflyer terminates in accordance with clause 13.3 the obligation to pay any Commission terminates immediately other than Commission which has accrued and is due and owing, as at the date of termination.

      4.8. Payments. Subject to the terms of this clause 4 the parties hereby agree that the Commission will be paid by Wayflyer intotheBank Account. Where calculation of the Commission requires conversion of sums into the Currency of the Commission, Wayflyer shall apply the spot rate quoted by the European Central Bank on the last working day of the month.

    5. PARTNER OBLIGATIONS

    5.1. The Partner will:

    • carry out its duties faithfully and diligently;
    • use its best endeavours to make Introductions pursuant to clause 3;
    • report in writing to Wayflyer from time to time on progress made with Prospective Customers; d.if requested by Wayflyer, assist Wayflyer in developing and executing a business plan, including a key account on-boarding program with specific targets to be agreed;
    • follow up any leads passed to it by Wayflyer;
    • advise Wayflyer, prior to the execution of a Relevant Contract, if it has reasons to be concerned about a Prospective Customer’s ability to make payments to Wayflyer, is in any financial difficulty, or has any suspicion of money laundering, financial terrorism, bribery or corruption;
    • if requested by Wayflyer, make available its key employees for training by Wayflyer;
    • notify Wayflyer within twenty four (24) hours if it receives any complaints from Prospective Customers in respect of the Services and the Partner undertakes to deal with such complaints promptly;
    • not during the term and for a period of twelve (12) months after expiration or termination of the agreement, solicit (directly or indirectly) any Prospective Customers with the intention of causing them to terminate their relationship with Wayflyer or Introduce a competitor of Wayflyer to a customer who has entered into a Relevant Contract;
    • promptly and without delay, notify Wayflyer if it changes or closes the Bank Account; and
    • comply with all reasonable and lawful instructions of Wayflyer.
    6. WAYFLYER OBLIGATIONS

    6.1. Wayflyer will:

    • at all material times act in good faith towards the Partner;
    • provide the Partner at all material times with the information the Partner reasonably requires to perform its duties, including marketing information for and details of and any material changes tothe Services from time to time and Wayflyer;
    • inform the Partner immediately if Wayflyer suspends or ceases to perform the Services;
    • not be responsible for any expenses incurred by the Partner unless such expenses have been agreed by Wayflyer in writing, in advance;
    • will handle all customer enquiries related to the Services that it provides or may provide to Prospective Customers at its own cost and expense. Partner will refer all enquiries raised by Prospective Customers in relation to the Services to Wayflyer;
    • make available technical or sales personnel at its discretion to assist the Partner with queries or training.
    7. INTELLECTUAL PROPERTY

    7.1. License and Marketing material. Wayflyer hereby grants Partner, and Partner hereby accepts, a non-exclusive, limited, worldwide, royalty-free, fully paid-up, revocable and nontransferable license, for the Term, to use, reproduce and distribute Wayflyer’s trade names, logos, trademarks, service marks and other marks as they relate to the Services(Marks) for the sole purpose of marketing and promoting the Services under this Agreement.Any goodwill arising out of the use of Wayflyer’s Marks shall inure to the benefit of Wayflyer. Except as expressly set forth herein, Partner shall have no right, title or interest in Wayflyer’s Marks. At no time during or after the Term shall Partner challenge or assist others to challenge Wayflyer’s Marks or attempt to register any trade names, trademarks, service marks, logos or other marks confusingly similar to Wayflyer’s Marks. Wayflyer warrants that it has the right to license to Partner the use of its Marks. The Partner shall not produce any marketing material for Wayflyer's services or use Wayflyer's name, logo or trade marks on any marketing material for the Services without the prior written consent of Wayflyer.

    7.2. Ownership of materials. Each party retains all right, title and interest in and to any its respective Intellectual Property Rights, which, in respect of Wayflyer, shall include (i) any marketing, promotion or training materials it provides to the Partner; (ii) all Services; and (iii) all proprietary algorithms, processes or systems of Wayflyer relating to the provision of the Services (together the Wayflyer Materials).

    7.3. **Publicity. **Each party will submit to the other party, for its prior written approval, any press release or other public statement regarding the transactions contemplated hereunder. The failure to obtain the prior approval of the other party shall be deemed a material breach of this Agreement.

    8. CONFIDENTIALITY

    8.1. Obligations of confidentiality. Each party undertakes that it shall not at any time during this Agreement, and for a period of five (5) years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by clause 8.2 or 8.3.

    8.2. **Confidentiality exceptions. **Confidential Information shall not include any information that is: (i) already known to recipient or its affiliates at the time of the disclosure; ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of recipient; (iii subsequently disclosed to recipient or its affiliates on a non-confidential basis by a third party not having a confidential relationship with discloser which rightfully acquired such information; (iv) communicated to a third party by recipient with the express written consent of Discloser; or (v) independently developed by the Recipient or its affiliates

    8.3. Permitted disclosures. Each party may disclose the other party's confidential information:

    • to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 8; and

    • as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

      8.4. Limited use of confidential information. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

      8.5. Return of documents and records. All documents and other records (in whatever form) containing confidential information supplied to or acquired by the Partner from Wayflyer shall be returned promptly to Wayflyer on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise, unless required by law.

    9. COMPLIANCE

    9.1. Each party shall at its own expense comply with all laws and regulations relating to its activities under this Agreement (including applicable data protection laws), as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals, including but not limited to any relevant anti-corruption and bribery legislation, and anti-money laundering and counter terrorist finance legislation.

    10. REPRESENTATIONS AND WARRANTIES

    10.1. Each party represents and warrants that:

    10.1.1. it is a corporation or other business entity duly organized, validly existing and in good standing under the laws of the state of its incorporation or domicile and has the full and unrestricted power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby;

    10.1.2. this Agreement has been duly authorized and constitutes a valid obligation, binding and enforceable in accordance with the terms hereof; and

    10.1.3. the execution and performance of this Agreement does not constitute a material breach under the terms and conditions of any agreement by which it is bound.

    11. INDEMNITIES

    11.1. Each party agrees to indemnify, defend, and hold harmless the other party and its affiliates, officers, and employees from any third-party claims, damages, or expenses arising from its breach of this Agreement, gross negligence, wilful misconduct, or violation of applicable laws.

    11.2. Wayflyer agrees to indemnify, defend, and hold harmless the Partner and its affiliates, officers, and employees from any third-party claim that is related to the infringement of any Intellectual Property Rights of such third party by the Partner as a result of its permitted usage of Wayflyer Materials.

    11.3. The indemnified party must promptly notify the indemnifying party of any such claim, and the indemnifying party shall assume the defence at its expense, provided the indemnified party may participate at its own cost. The indemnifying party may not settle any claim without the indemnified party’s consent, which shall not be unreasonably withheld.

    12. LIMITATION OF LIABILITY

    12.1. Unlimited liability. Nothing in this Agreement shall limit or exclude the liability of either party for:

    • death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

    • fraud or fraudulent misrepresentation or wilful default;

    • Wayflyer’s payment obligations under this Agreement;

    • any breach of clause 7 (Intellectual Property) or clause 8 (Confidentiality);

    • any matter in respect of which it would be unlawful to exclude or restrict liability; or

    • any breach of a party’s indemnification obligations in clause 11 (Indemnities)

      12.2. Limitations of liability. Subject to clause 12.1 above, neither party shall under any circumstances whatsoever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, sales, revenue, or business; loss of anticipated savings; loss of or damage to goodwill; loss of agreements or contracts; loss of use or corruption of software, data or information; any loss arising out of the lawful termination of this Agreement, or any loss that is an indirect or secondary consequence of any act or omission of the party in question.

      12.3. Total cap. Subject to clause 12.1, the total liability of either party to the other in respect of all other loss or damage arising under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Commission paid or payable to the Partner during the twelve (12) months immediately preceding the event giving rise to such liability for the entire Term.

    13. TERM AND TERMINATION

    13.1. Term. This Agreement shall commence on the Commencement Date and shall continue until terminatedin accordance with clause 13.2 or clause 13.3 (the Term).

    13.2. Termination for convenience. Either party may terminate this Agreement at any time and for any reason by providing the other party with at least three (3) months' written notice of such termination.

    13.3. Termination for cause. Each party may terminate this Agreement during the Term immediately on written notice to the other party if: party

    13.3.1. the other party commits a material breach under this Agreement and, if curable, fails to cure that breach within thirty (30) days after receipt of written notice specifying the material breach (except that for payment defaults, such cure period will be fourteen days); or

    13.3.2.upon the occurrence of any of the following events in respect of such other party: (i) a receiver is appointed for the other party or its property, which appointment is not dismissed within sixty (60) days; (ii) the other party makes a general assignment for the benefit of its creditors; (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) the other party is liquidating, dissolving or ceasing normal business operation.

    14. CONSEQUENCES OF TERMINATION

    14.1. Clauses to remain in force on termination. On termination of this Agreement, the following clauses shall continue in force: 1 (Background), 4 (Commission), 8 (Confidentiality), 10 (Representations and Warranties, 11 (Indemnities), 12 (Limitation of Liability), and 13 (General).

    14.2. Usage. Upon the effective date of termination of this Agreement, the Partner’s right to use Wayflyer Materials and Marks shall automatically terminate, and the Partner shall cease all activities hereunder, and remove all names, logos and similar references of/to Wayflyer from the Partner’s website and materials.

    14.3. Accrued rights. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

    15. GENERAL

    15.1. No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

    15.2. **No agency on behalf of third party. **Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    15.3. Entire agreement. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

    15.4. No reliance on matters outside agreement. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

    15.5. Misrepresentation and misstatement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

    15.6. Variation. Subject to clause 4.4 in respect of the applicable Commission rate, no variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

    15.7. No automatic waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

    15.8. Severance. In the event that any provision of the agreement shall be determined to be partially void or unenforceable by any court or body of competent jurisdiction or by virtue of any legislation to which it is subject or by virtue of any other reason whatsoever, it shall be void or unenforceable to that extent only and no further and the validity and enforceability of any of the other provisions of the Agreement shall not be affected.

    15.9. Notices. Any notice or other communication given to a party under or in connection with this Agreement shall, (a) where required by law, be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by registered post or other next working day delivery service, or, (b) otherwise, by commercial courier or to the email address identified in PartnerStack.

    15.10. Assignment. This Agreement may not be assigned, in whole or in part, by a party without the prior express written consent of the other party; except, however, that either party may assign on written notice thereof to the other party, this Agreement in whole to: (i) an affiliate; or (ii) a third party in connection with a merger, consolidation, transfer or acquisition of all or substantially all of the party’s assets, stock or business.

    15.11. Third party rights. No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

    15.12. Force majeure. Neither party will be liable for any failure or delay to perform any of its obligations under this Agreement if such failure or delay is caused by conditions beyond its reasonable control and that are not currently existing, including but not limited to, acts of God, embargoes, governmental restrictions, strikes, riots, insurrection, wars or other military action, acts of terrorism, civil disorders, rebellion, fires, floods, vandalism, pandemic, sabotage, acts of government or regulatory agencies; failures or fluctuations in electrical power, heat, light, air conditioning, computer or telecommunications services or equipment (each, a Force Majeure Event). The party experiencing a Force Majeure Event shall promptly notify the other party of such delay in writing and use its best efforts to minimize the adverse effect of such events. The time for performance of the affected obligation will be extended by the time of the delay caused by the force majeure event.

    15.13. **Audit. **In the event that there is a dispute relating to certain Relevant Contracts, during the term of this Agreement and not more than once per year, Partner may request copies of certain disputed Relevant Contracts, subject to redaction as required for Company’s preexisting confidentiality obligations, upon at least 14 business days’ notice. Such disclosures to Partners and/or their auditors are subject to the auditors entering into direct confidentiality agreements with Wayflyer, and all such Relevant Contracts being treated as Confidential Information by Partner. If such dispute continues following the audit, the dispute shall be resolved in accordance with clause 15.16.

    15.14. Waiver of Jury Trial and Class Action. The Parties irrevocably waive any and all rights they may have to a trial by jury in any judicial proceeding involving any claim relating to or arising under this agreement. each party acknowledges and agrees that all disputes arising out of or related to this Agreement shall be resolved on an individual basis without resort to any form of class action and shall not be consolidated with the claims of any other person or entity. Each party further agrees to waive, and hereby waives, the right to participate in a class action or to litigate or arbitrate on a class-wide basis against the other party.

    15.15. Governing law. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia and each party hereby submits to the exclusive jurisdiction of the courts of Fulton County, State of Georgia for the resolution of disputes hereunder.

    15.16. Arbitration. Any controversy, dispute or claim of whatever nature arising out of, in connection with or in relation to the interpretation, performance or breach of this Agreement, including any claim based on contract, tort or statute, shall be resolved at the request of any party to this Agreement through binding arbitration administered by Judicial Arbitration & Mediation Services, Inc. (JAMS) or, upon agreement by the parties, by the American Arbitration Association (AAA), with such arbitration to be conducted by a single neutral JAMS or AAA arbitrator in the State of Georgia, administered by and in accordance with the then-existing JAMS or AAA rules for the resolution of commercial disputes and consistent with Georgia law. The Federal Arbitration Act will apply to disputes under this Agreement despite the arbitrator’s application of Georgia’s procedural rules. Judgment upon any award rendered by the arbitrator(s) may be entered by any state or federal court having jurisdiction thereof. To the extent legally permissible, the arbitrator may award attorneys’ fees and costs to the prevailing party. Notwithstanding the foregoing, the parties agree that either party may seek injunctive relief where either party alleges or claims a violation of any agreement regarding intellectual property or confidential information. In the event either party seeks injunctive relief, the prevailing party shall be entitled to recover reasonable costs and attorneys’ fees.

    Partner Program Terms & Conditions