Rezku POS Reseller Program Terms

Appointment

You are appointed as our non-exclusive Reseller to market our products to third parties under the Reseller Program; and

We authorise you to:

• market and promote our products; and

• use our trademarks strictly in your capacity as Reseller (and in this respect we grant you a limited, revocable, non-exclusive and non-transferable licence to use and display our trademarks).



Referrals

• You will refer prospective customers using the reseller dashboard (Referral);

• Where the Referral is a new Rezku POS Customer and is not previously known to Guest Innovations, Inc. we will log them against your account;

• Resellers cannot submit themselves as Referrals for the Reseller Program; and

• Staff of Guest Innovations, Inc., its subsidiaries and its Resellers under the Rezku POS Reseller Program are not eligible for this Reseller Program.



Payments to You

For as long as you remain a Reseller and comply with these Terms, the following payment arrangements will apply:

• You will earn commission on a monthly basis (Commission). The Commission is 100% of all money collected beyond our Schedule A buy rate for hardware, SaaS fees and Set up Fees (Subscriptions) that we receive from Referrals who become Rezku POS customers (Referred Customers);

• We may offer you additional incentives from time-to-time at our discretion;

• You acknowledge that monthly subscriptions payable to us by Referred Customers will differ depending on their Rezku POS Subscription;

• We will pay you the Commission within 30 days from when Referred Customers pay us their Subscriptions and once the Commissions due to you reach USD$150;

• The currency of the Commission we pay you is the same as the currency that the Referred Customer uses to pay for its Rezku POS products;

• We will pay your Commission as a deposit to your PayPal account. If you do not have a PayPal account, you will need to set one up;

• The Commission is inclusive of all applicable taxes and duties and we reserve the right to alter the Commission, at our discretion, at any time;

• There are no restrictions on the number of Referrals you may make; and

• We reserve the right to disqualify and disregard any Referral that we believe (in our absolute discretion) to be attained through fraudulent, illegal, questionable or other methods that may be in breach of these Terms.



Your obligations

In relation to your role as Reseller under the Reseller Program you are required to: • bring in a minimum of 5 Referred Customers per annum;

• We will appoint you as our non-exclusive reseller (our reseller) to market our products to third parties under the Reseller Program, once we receive your $99 joining fee;

• act in an orderly and businesslike manner and to comply with all relevant laws and regulations;

• hold any goodwill generated for our business under the Reseller Program and intellectual property created in relation to the Reseller Program or our business as bare trustee for us; and

• notify us of any suspected infringement of our intellectual property and take such reasonable action as we may direct, at our expense, in relation to such infringement.

In your role as Reseller you must not:

• use any of our intellectual property except in the course of the Reseller Program, nor cause or permit anything which may damage or endanger our intellectual property or our title to it (including assisting or allowing others to do the same);

• represent that you are acting on behalf of Guest Innovations, Inc. or pledge our credit in any way or commit us to any contractual obligation without our prior written consent;

• market our products including via facsimile, telemarketing, spyware, malware, viruses or other forms of marketing in a way which could potentially harm our business, or as may be communicated by us from time to time; and

• make any representations or give any warranties on our behalf to any third parties (except to the extent we may consent to in writing).



The term of our relationship

Either of us may terminate these Terms and your participation in the Reseller Program by giving one month prior notice in writing to the other. We may also terminate these Terms and your participation in the Reseller Program immediately should you fail to bring in the minimum number of Referred Customers per annum, or should we believe, in our absolute discretion, that you are either in breach of these Terms, that the standing or reputation of our business or products is at risk or if we believe such termination to be in the best interests of our business generally.

ONCE YOUR PARTICIPATION IN THE RESELLER PROGRAM ENDS

You will not be entitled to any further Commissions other than those owed to you at that time; and

You must:

• remove any and all of our intellectual property from your website, business premises, stationery and other property within 7 days;

• cease using our intellectual property; and

• return to us any property (including intellectual property) which we have supplied to you, together with any records relating to your role as Reseller that we may reasonably request.

OUR LIABILITY

• We are not liable (whether in contract, tort (including negligence) or otherwise) for any indirect, incidental, special or consequential damages you may suffer, and any loss of profits, whether direct or indirect, resulting from you acting in your role as Reseller, including as a result of affiliate tracking failures, loss of database files, and any party intending to harm or compromise the Reseller Program or its systems;

• We do not make any expressed or implied warranties with respect to the Reseller Program or our products and any use of our products by you or your Referrals is subject to our terms of use as set out here — Terms of Use; and

• You indemnify us and keep us indemnified from and against any and all loss, damage or liability (whether criminal or civil) suffered (including any legal fees and costs incurred by us) resulting from any act or omission made by you as our Reseller or any breach by you of these Terms.

OTHER PROGRAM TERMS

These terms replace any other program terms between us on and from the effective date of these terms.



Other terms and further information

• While you are an active Reseller and for 3 years thereafter, we will not solicit your active customer(s) in the Partner Program for merchant services;

• Your role as Reseller is as our independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between us;

• If we do not exercise a right we may have under these Terms it does not mean we are waiving that right;

• You may not transfer your role as Reseller, or any of your rights and obligations under these Terms without our prior written consent;

• We reserve the right to amend these Terms from time to time without notice; however, commissions shall remain in effect, from the date of pricing or commission change, for one year;

• Our Terms of Use are incorporated into and supplement these Terms except to the extent they are negated by, or are inconsistent with these Terms, in which case these Terms will prevail; and

• These Terms of Use are governed by United States and Delaware law, without regard to conflict of law provisions, and the Parties submit to the exclusive jurisdiction of the courts of Sacramento County, California in relation to any dispute between them arising out of the subject matter of these Terms.

• We may adjust our Schedule A buy rate from time to time.

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