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    Broker Program Terms and Conditions

    BROKERAGE AGREEMENT TERMS AND CONDITIONS

    1. BACKGROUND

    1.1 Program. The Broker operates a platform or services through which it may introduce potential customers to Wayflyer. Wayflyer operates a program with Brokers who wish to introduce potential eligible customers to Wayflyer, and is willing to pay the Broker 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 the Commercial Terms Sheet and these Terms and Conditions (the Agreement).

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

    • Commission: the amounts which may be paid to Broker in accordance with the terms of this Agreement, as set out in the Commercial Terms Sheet.
    • **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 Broker first Introduces such Prospective Customer to Wayflyer.
    • Relevant Contract: a contract for the supply of Services entered into between Wayflyer and a Prospective Customer who was Introduced by the Broker, 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 Broker from time to time.
    • Services: the lending products provided by Wayflyer.
    • Wayflyer: means the contracting Wayflyer entity specified in clause 14.14.

    2. APPOINTMENT

    2.1 Appointment. Wayflyer appoints the Broker on a non-exclusive basis to Introduce Prospective Customers to Wayflyer,

    2.2 Decision. The decision of whether to enter into a Relevant Contract with any Prospective Customer is at Wayflyer’s absolute and sole discretion.

    2.3 Limited scope of authority.

    1. The Broker 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 Broker is so authorised. Before making any Introduction, the Broker must disclose to Prospective Customers that it is acting solely as an Introduction agent and has no authority or ability to negotiate terms or bind Wayflyer in any way.
    2. The Broker 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 or purport to 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 six (6) month 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 in monthly revenue in its most recent six (6) months of trading; and
    • other criteria as may be communicated to Broker from time to time.

    3.2 Introduction. For the Broker to be eligible for Commission, it must:

    • provide Wayflyer with the contact details of an employee at a Prospective Customer with whom the Broker has a verifiable commercial relationship and is of sufficient seniority to authorise or recommend the purchase of the Services from Wayflyer;
    • such Prospective Customer must enter into a Relevant Contract within three (3) months of the Introduction and deploy capital within the range specified in the Order Form,

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

    3.3 Additional Funding. In order for Commission to be payable in respect of a customer receiving Additional Funding (an Existing Customer), the Broker must actively assists Wayflyer in the collection of any documentation required to assess the Existing Customer’s eligibility for Additional Funding.

    4. COMMISSION AND PAYMENT

    4.1 Payment. Wayflyer shall pay any applicable Commission in accordance with the Commercial Terms Sheet, unless otherwise agreed by Wayflyer, in its sole discretion, in writing. Each month, Wayflyer shall notify the Broker of the number of (and date of) Relevant Contracts entered into in the previous month and the Commission payable to the Broker in the relevant month via a Commission statement .

    4.2 Due date for Commission. Commission payable pursuant to clause 4.1 shall be payable to the Broker 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 any applicable taxes or duties, including, for example, value added or 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 Disputes about Commission. If any dispute arises as to the amount of Commission payable by Wayflyer to the Broker, the same shall be resolved in accordance with clause 15.13 and / or 15.16 (as applicable).

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

    1. the Prospective Customer is a company with which the Broker is affiliated, or the Prospective Customer is an affiliate of such company;
    2. Prospective Customer is Introduced by the Broker and the Prospective Customer then Introduces Wayflyer to a third party who purchases Services from Wayflyer; the Broker shall not, by virtue of such initial Introduction, be deemed to have Introduced the third party to Wayflyer.
    3. Wayflyer, in its sole discretion, opts not to enter into a Relevant Contract with the Prospective Customer.

    **4.6 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 an active Commercial Terms Sheet. Where Wayflyer terminates in accordance with clause 13.3 the obligation to pay any Commission terminates immediately other thanCommission which has accrued and is due and owing, as at the date of termination.

    4.7 Payments. Subject to the terms of this clause 4 the parties hereby agree that the Commission will be paid by Wayflyer into the Bank 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. BROKER OBLIGATIONS

    5.1 The Broker will:

    1. carry out its duties faithfully, ethically and diligently and act in good faith towards Wayflyer;
    2. follow up on any leads passed to it by Wayflyer and use its best endeavours to make Introductions pursuant to clause 3;
    3. promptly provide Wayflyer with all documentation and information reasonably requested by Wayflyer, including but not limited to such documentation as is necessary to assess whether a Prospective Customer is suitable to receive Wayflyer Services.
    4. ensure that prior to submitting any Prospective Customer client information to Wayflyer, it has obtained all necessary authorisations, permissions, and written consents (including as required under applicable data protection and privacy laws) to disclose such information to Wayflyer and for Wayflyer to use such information for the purpose of providing the Services in accordance with Wayflyer’s Privacy Notice. The Broker shall retain evidence of such consent and provide a copy to Wayflyer upon request.
    5. report in writing to Wayflyer from time to time on progress made with Prospective Customers;
    6. notify Wayflyer within twenty four (24) hours if it receives any complaints from Prospective Customers in the respect of the Services and assist with the resolution of such complaints promptly;
    7. not engage in, or knowingly facilitate, any “stacking” of financial products (being the practice of obtaining multiple overlapping or unsustainable financing arrangements that could compromise a Prospective Customer’s ability to meet its obligations to Wayflyer);
    8. on request, provide Wayflyer with copies of any licence, permissions, consents or approvals required by the Broker to carry on its activities;
    9. immediately notify Wayflyer of any concerns regarding the Prospective Customer’s financial stability or risk profile, including suspicions of financial crime or regulatory breaches;
    10. comply with all applicable laws and regulatory requirements in each relevant jurisdiction and promptly inform Wayflyer of any material changes to its licensing status or regulatory obligations;
    11. immediately inform Wayflyer of any communication received from a regulatory body that relates to this Agreement or the Broker's activities under it;
    12. promptly notify Wayflyer if it changes or closes the Bank Account set out in the Commercial Terms Sheet; and
    13. comply with all reasonable and lawful instructions of Wayflyer and provide all assistance reasonably necessary to help Wayflyer meet its legal obligations.

    6. WAYFLYER OBLIGATIONS

    6.1 Wayflyer will:

    1. act in good faith towards the Broker.
    2. use reasonable endeavors to provide a suitable financial product to Prospective Customers.
    3. provide the Broker at all material times with the information the Broker reasonably requires to perform its duties, including marketing information for, details of and any material changes tothe Services from time to time and Wayflyer and, at its sole discretion, may provide a template Relevant Contract or other Documentation relating to the Services .
    4. inform the Broker immediately if Wayflyer suspends or ceases to perform the Services.
    5. not be responsible for any expenses incurred by the Broker unless such expenses have been agreed by Wayflyer in writing, in advance;
    6. handle all customer enquiries related to the Services that it provides or may provide to Prospective Customers at its own cost and expense. The Broker will refer all enquiries raised by Prospective Customers in relation to the Services to Wayflyer; and
    7. make available technical or sales personnel at its discretion to assist the Broker with queries or training.

    7. INTELLECTUAL PROPERTY

    7.1 License and marketing material. Wayflyer hereby grants the Broker, and the Broker hereby accepts, a non-exclusive, limited, worldwide, royalty-free, fully paid-up, revocable and non-transferable 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, the Broker shall have no right, title or interest in Wayflyer’s Marks. At no time during or after the Term shall the Broker 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 the Broker the use of its Marks. The Broker 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 Broker; (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.

    8.0 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, except as permitted by clauses 8.2 or 8.3, any confidential information concerning the terms of this Agreement; details of the business, affairs, customers, clients, or suppliers of the other (the Confidential information).

    **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:

    1. 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
    2. 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 Broker from Wayflyer shall be returned promptly to Wayflyer on termination of this Agreement, and no copies shall be kept, whether digitally or otherwise.

    9. REPRESENTATIONS AND WARRANTIES

    9.1 Each party represents and warrants that:

    9.1.1 it has validly entered into this Agreement and has the legal power to do so;

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

    9.1.3 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; and

    9.1.4 It will comply with all laws and regulations relating to its activities under this Agreement, including

    • if operating in the United Kindom, the Financial Services and Markets Act 2000, the UK General Data Protection Regulation, the Bribery Act 2010 and any anti-money laundering and counter terrorist finance legislation;

    • if operating in the United States, all equivalent federal, state and local laws, including data protection, anti-corruption and anti-money laundering laws; and

    • any codes of conduct, regulatory guidance or licensing or registration conditions applicable to its business.

      9.2 The Broker represents and warrants to Wayflyer that:

      9.2.1 all information provided by the Broker to Wayflyer in connection with its application to participate in the Program (including, without limitation, information regarding its corporate status, licensing, regulatory compliance, years of operation, origination volumes, customer relationships, and prior experience) is true, accurate, complete, and not misleading in any material respect;

      9.2.2 it shall promptly notify Wayflyer in writing if any such information becomes inaccurate, incomplete, or misleading during the term of this Agreement;

      9.2.3 it is, and shall remain, appropriately registered, licensed, and compliant with all applicable laws, regulations, and industry standards in each jurisdiction in which it operates; and

      9.2.4 it consents to any background or compliance checks that Wayflyer reasonably deems necessary as part of its onboarding process.

    10. INDEMNITIES

    10.1 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.

    10.2 Wayflyer agrees to indemnify, defend, and hold harmless the Broker 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 Broker as a result of its permitted usage of Wayflyer Materials.

    10.3 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.

    11. LIMITATION OF LIABILITY

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

    1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
    2. fraud or fraudulent misrepresentation or wilful default;
    3. Wayflyer’s payment obligations under this Agreement;
    4. any breach of clause 7 (Intellectual Property) or clause 8 (Confidentiality);
    5. any matter in respect of which it would be unlawful to exclude or restrict liability, including liability arising from breaches of regulatory obligations under applicable law; or
    6. any breach of a party’s indemnification obligations in clause 11 (Indemnities)

    11.2 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.

    11.3 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 Broker during the twelve (12) months immediately preceding the event giving rise to such liability for the entire Term.

    12. TERM AND TERMINATION

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

    12.2 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.

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

    **12.3.1 **the other party commits a material breach under this Agreement (including a breach of clause 5.1) and 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);

    **12.3.2 **if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

    **12.3.3 **Wayflyer reasonably believes that the Broker has breached regulatory obligations or is likely to bring Wayflyer into disrepute with a regulatory authority

    13. CONSEQUENCES OF TERMINATION

    13.1 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).

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

    13.3 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.

    14. GENERAL

    14.1 No partnership or agency. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between 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.

    **14.2 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.

    14.3 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.

    14.4 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.

    14.5 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.

    14.6 Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

    14.7 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.

    14.8 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.

    14.9 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 the Commercial Terms Sheet.

    14.10 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 that party’s assets, stock or business.

    14.11 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.

    14.12 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.

    **14.13 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, the Broker may request copies of certain disputed Relevant Contracts, subject to redaction as required for Wayflyer’s pre-existing confidentiality obligations, upon at least 14 business days’ notice. Such disclosures to Brokers 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 the Broker. If such dispute continues following the audit, the dispute shall be resolved in accordance with clause 15.16.

    14.14 Governing law. Each party agrees to the applicable governing law set out below without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts set out below:

    Brokers domiciled in the United States

    Contracting Wayflyer entity:Wayflyer, Inc

    Governing law: State of Georgia

    Courts with exclusive jurisdiction: Fulton County, State of Georgia

    Brokers domiciled in the United Kingdom

    Contracting Wayflyer entity:Wayflyer Limited

    Governing law: England and Wales

    Courts with exclusive jurisdiction: London, England

    14.15 Arbitration. Any controversy, dispute or claim arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by binding arbitration.

    • If the governing law of this Agreement is the laws of England and Wales, arbitration shall be administered by the London Court of International Arbitration (LCIA) in accordance with the LCI Arbitration Rules then in effect. The seat of arbitration shall be London, England, and the language of arbitration shall be English.
    • If the governing law of this Agreement is the laws of the State of Georgia, United States, arbitration shall be administered by JAMS, or if agreed by the Parties, by the American Arbitration Association (AAA), in accordance with their respective commercial arbitration rules. The arbitration shall be conducted in Georgia, United States, and shall be governed by the Federal Arbitration Act (FAA).

    The arbitration shall be conducted by a single, neutral arbitrator. The arbitrator may award interim, injunctive and equitable relief where appropriate, and to the extent permitted by applicable law, may award reasonable attorneys’ fees and costs to the prevailing party.

    Nothing in this clause shall prevent either party from seeking injunction or equitable relief in a court of competent jurisdiction, in relation to actual or threatened misuse of confidential information or intellectual property. In such a case, the prevailing party shall be entitled to recover its reasonable legal costs.

    14.16 United States Local Law Requirements - 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. 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.

    Broker Program Terms and Conditions