Step 1 of 2 - Referral Agreement 50% REFERRAL PARTNER AGREEMENT-INDEPENDENT CONTRACTOR (rev. 1272018) This Referral Agreement (“Agreement”) is made and entered into on 05/10/2021 by and between MERCHANT PAYMENTS ACCEPTANCE CORP, LLC , DBA: PayKings, a FLORIDA limited liability company (“MPAC ”), and the undersigned Independent Contractor (“REFERRAL PARTNER”), collectively “The Parties” and each a “Party”, with reference to the following: WHEREAS , MPAC is in the business of submitting, underwriting, and processing applications for payment processing for Merchants with Banks, Acquirers, ISO's, and Third Party Processors, which provide certain electronic authorization and payment services to the business community through its member banks and other organizations, including but not limited to the electronic authorization, draft capture and processing of transaction for cardholder credit card purchases made utilizing VISA, MasterCard, American Express, Discover Card, and any other credit/debit/payment cards, check authorization/guarantee services, ACH, ATM card services or other electronic eligibility/authorization/payment services; WHEREAS , MPAC hereby agrees to accept Merchant Applications and/or Merchant Referrals for merchant processing services from REFERRAL PARTNER, based upon the terms and conditions of this Agreement; NOW THEREFORE, to evidence the aforementioned intent of the parties and in consideration of the foregoing promises, and of the mutual covenants and conditions thereinafter set forth, the parties hereto intending to be legally bound, agree, as follows: 1) Definitions . Except as provided below, for the purposes of interpretation of this Agreement, the following terms shall be construed, as follows: "Affiliate" shall mean any entity controlled by, controlling, or under common control, with a party hereto. "Sales Associates" shall include any and all in-house staff, sales and marketing representatives, associates, affiliates, Referral Partners, or individual independent sub-contractors of MPAC, who act for or on behalf of MPAC by, for or through a contractual relationship with MPAC, or are controlled by MPAC, to any extent whatsoever in the solicitation of merchant applications to be submitted to any Third Party Processor or in any other marketing activities undertaken on behalf of Merchant by MPAC. "MPAC "shall include its sales associates, successors, assigns, subsidiaries and Affiliates. "Good standing" shall be meant to be not in default of or in breach of any or all of the terms of this Agreement. "Merchant" shall mean an entity that plans to accept, or is accepting, credit cards in payment for goods and services by Merchant’s customers. "Third Party Payment Processor" shall mean any entity that provides data capture services, which may include authorization and capture of credit cards, settlements of interchanges, and credit/debit/check or other forms of electronic payment capabilities. "Third Party Payment Processing Service" shall mean any entity that provides those products and service that would be performed by a Third-Party Payment Processor as defined in Definition f.) of this Agreement. "Live Merchant" shall refer to any Merchant that is actively accepting payment for goods and services through contract or agreement with MPAC’s banks, acquirers, ISO’s, or Third party processors, obtained by and thru MPAC, as evidenced by Merchant ID (MID number) or other account reference number. "Application Process" shall refer to the process where each referred Merchant must complete in order to become a Live Merchant. "Net Residuals" shall refer to fees, commissions, or residuals actually received by MPAC from banks, acquirers, ISO’S, or Third Party Payment Processors. "ISO" shall refer to independent sales organizations, as recognized by the card associations. "Referred Merchants" shall refer to merchants referred to MPAC by REFERRAL PARTNER by electronic means and duly acknowledged and received by MPAC Sales Associates or management. 2) Terms and Conditions. The term of this Agreement shall be for three (3) years following the date of this Agreement ("Term") and at the third (3rd) anniversary date the Term shall automatically renew for consecutive additional one (1) year terms unless otherwise terminated per the provisions contained herein. Unless and until MPAC terminates this agreement in accordance with Section 2.C., below, this Agreement shall remain in full force and effect for so long as REFERRAL PARTNER has any merchants who have contracted with the banks, acquirers, ISO's, or 3rd party processors obtained by and thru MPAC, as contemplated in this agreement. At any time during the Term of this Agreement, MPAC at it's sole discretion may immediately terminate this agreement in writing, based on any or all of the following grounds: The violation or substantial breach by REFERRAL PARTNER of any provisions, duty, or obligation under this Agreement. REFERRAL PARTNER becomes financially insolvent REFERRAL PARTNER may terminate this Agreement at any time during any Term on the following grounds: The banks, acquirers, ISO's, or 3rd party processors of MPAC are unable to provide VISA-MasterCard merchant processing services or otherwise perform pursuant to this agreement. REFERRAL PARTNER may have access to certain information and materials belonging to MPAC of a nonpublic, confidential, or proprietary nature. In addition, REFERRAL PARTNER may have access to information, whether oral or written or via computer disk or electronic media, from MPAC, which is made available to REFERRAL PARTNER that is expressly identified as "confidential" by MPAC. Such information and materials, in whole or in part, whether oral or written or via computer disk or electronic media, together with analyses, compilations, studies or other documents or materials, which contain or otherwise reflect or are generated from such information, is herein referred to as the "Information." The party receiving confidential Information shall be referred to herein as the "receiving party" and the party providing the confidential Information shall be referred to herein as the "disclosing party." The parties shall use their best efforts to keep Information confidential. Information shall not, without the prior written consent of the disclosing party, be disclosed by the receiving party and shall not be used by the receiving party other than solely in connection with this Agreement, the extent of which will be agreed upon by REFERRAL PARTNER and MPAC. Information shall not include that which (a) is or becomes publicly known through no fault of the receiving party; (b) is learned by the receiving party from a third party entitled to disclose such information; (c) is previously known to the receiving party before receipt from the disclosing party; or (d) is developed by or for the receiving party independently of the Information. REFERRAL PARTNER agrees that no Information regarding MPAC will be used by REFERRAL PARTNER in any manner which might be construed by MPAC to be competitive with or detrimental to its existing or projected business operations. In the event the receiving party becomes legally compelled to disclose any Information belonging to the disclosing party, the receiving party will provide notice thereof so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, or the disclosing party waives compliance with the provisions of this Agreement, the receiving party shall furnish only that portion of the Information which is legally required. This Confidentiality provision shall remain in effect for the initial term of this agreement and any subsequent renewal terms. 3) Compensation. In consideration of the referral of merchants by REFERRAL PARTNER to MPAC, resulting in a "Live Merchant", MPAC shall pay Referral Fees to REFERRAL PARTNER, monthly, within fourteen (14) business days after receipt by MPAC from all of the respective banks, acquirer, ISO's, or processors, an amount in United States Dollars equal to an agreed amount per merchant, of referred Live Merchant's monthly aggregate "Net Residuals", as noted below in Schedule A. MPAC will provide REFERRAL PARTNER with a report as to the Net Residuals amount MPAC has collected with respect to the Referred Merchants on a monthly basis. In the event that any merchant referral by REFERRAL PARTNER to MPAC, does not result in the completion of the application process and approval, resulting in a "Live Merchant", within three (3) months from the original date of application, compensation will not be due to REFERRAL PARTNER in the event that MPAC, either through it's own efforts or through another REFERRAL PARTNER, completes the application process, resulting in a Live Merchant. MPAC shall only be liable to pay REFERRAL PARTNER to the extent that MPAC is actually paid by banks, acquirers, ISO's, or 3rd party processors by and for Live Merchants in good standing (no risk loss, potential risk loss, or in default of merchant agreement). REFERRAL PARTNER shall have sixty (60) days from receipt of any Compensation to notify MPAC of any errors. If REFERRAL PARTNER does not notify MPAC within the sixty (60) days, REFERRAL PARTNER shall be deemed to have accepted without question such Compensation and shall not seek reimbursement later. REFERRAL PARTNER agrees that MPAC shall not be required to pay monthly (accrued) Referral Fees that are less than Fifty ($50) dollars. REFERRAL PARTNER shall be responsible for payment of all taxes to which Referral Fees are subject to. REFERRAL PARTNER agrees to indemnify and hold MPAC harmless against any taxes, including penalties, duties and interest levied by any Governmental entity on the Referral Fees. 4) Reserved Rights of MPAC: This Agreement shall in no way limit MPAC's right to sell directly or indirectly any MPAC Services to any current or prospective interested Parties, including Referred Merchants REFERRAL PARTNER will receive Referral Fees on the MPAC Services as outlined in Schedule A. REFERRAL PARTNER is not entitled to Referral Fees from any Services provided which are not detailed in Schedule A as eligible for Referral Fees to be paid to REFERRAL PARTNER. 5) Security. REFERRAL PARTNER expressly grants MPAC the right of set off and a security interest in any compensation sums held for REFERRAL PARTNER received by any bank or Processor or its acquiring bank at its discretion. 6) Limitation of Claims and Damages Any claim which arises out of this Agreement, or the performance thereof, must be brought or made by either party within one (1) year after the claim becomes known to the party asserting it. MPAC shall not be liable to REFERRAL PARTNER for any consequential damages incurred by REFERRAL PARTNER as a result of MPAC's failure to perform under this Agreement including, but not limited to, lost profits or damage to goodwill regardless of whether the claim arises in contract or tort. Under no circumstances shall MPAC be liable for any special, indirect, incidental or consequential damages of any kind or nature whatsoever, arising out of or in any way related to this agreement regardless of the legal theory upon which such claim for damages is based, even if MPAC had been advised of the possibility of such damages if such damages could have been reasonably foreseen. Notwithstanding, in no event shall MPAC's liability under this agreement exceed the amount of the Referral Fees for the transaction directly related to the cause of action or claim. 7) Indemnity for Actions/Omissions The Parties, their successors and/or assigns, shall indemnify and hold harmless the other Party, its successors and/or assigns, it members, managers, directors, officers, employees, Referral Partners, and its shareholders (all of whom are hereinafter referred to as ("Indemnities ") from, for, and against any and all liability, loss and expense (including reasonable attorney's fees) whether or not presently known, discovered or contemplated, and regardless of when discovered by anyone, which any indemnities has incurred or may occur at any time during the term of this Agreement or thereafter, which either wholly or partly arises as a result of any actual or alleged act, omission, transaction, or occurrence of or by a Party, its successors and or/assigns, its shareholders, members, directors, managers, officers, employees, and subcontractors, regardless of whether or not the Party is ultimately absolved of any liability. 8) Governing Law. The parties agree that except insofar as Federal law may preempt this Agreement, then it shall be governed by the laws of the State of Florida. The provisions of this Agreement shall be deemed to be the result of arm's length negotiations between and among the Parties and their respective counsel and it shall not be construed strictly for or against any Party. 9) Further Assurances and Survival of Covenants. All covenants of REFERRAL PARTNER shall survive the expiration or termination of this Agreement to the extent required for their full observance and performance, including, but not limited to, Section 2. "Terms and Conditions", paragraph E. 10) Attorneys' Fees. In the event either party hereto initiates legal proceedings to enforce or to interpret the terms and conditions of this Agreement, the prevailing party shall be entitled to recover all costs thereby incurred, including attorneys' fees. 11) Use of Marks/Names/Website Back Links:: Each party grants to the other party the right to use its names, logos, trademarks and service marks (collectively, “Marks”) as reasonably necessary to promote the services and products of the other party as contemplated by this Agreement Any written or visual materials that include the Marks of the other party shall be subject to such other party’s prior consent and approval prior to use. Each party immediately grants to the other party the right to use its hyperlinks (“Back Link” shall refer to an incoming hyperlink from one web page to another website) to promote the website of the other party for use in link building and marketing initiatives as contemplated by this Agreement. MPAC requires a minimum of one (1) Back Link to be present on REFERRAL PARTNER website 12) Ownership and Rights in Marks: REFERRAL PARTNER acknowledges that MPAC owns their Marks, and MPAC acknowledges REFERRAL PARTNER owns their Marks. The Parties rights to use the Marks of the other is derived solely from this Agreement and is strictly limited to the business contemplated by this Agreement. Parties agree that any resulting goodwill from the Parties usage of the other's Marks shall accrue solely to the benefit of the owner. Parties acknowledge that this Agreement does not confer any goodwill or other interest in the Marks to the other Party. Parties shall not, either during or after this Agreement, contest the validity or ownership of the other party's Marks. 13) Jurisdiction and Venue of Disputes. The parties acknowledge and agree that this Agreement was executed in the State of FLORIDA and that the Hillsborough County of the State of FLORIDA shall be the proper place of venue for any suit thereto. The parties further and irrevocably agree that any legal proceeding in respect to this Agreement shall be brought in the district courts of Pinellas County, State of FLORIDA, or the U.S. District Court serving this area, and that these courts shall have subject matter jurisdiction of all such disputes. 14) Non-waiver of Rights and Obligations. Failure on the part of MPAC to exercise any rights or privileges granted to it or to insist upon the full performance of all obligations assumed by REFERRAL PARTNER, shall not be construed as waiving any such rights, privileges, obligations, or duties, or as creating any custom contrary thereto. Any waiver of any right, privileges, obligation, or duty by MPAC must be in writing and if not in writing will not be binding in any way and the written waiver of any right, obligation, or duty by MPAC shall not operate beyond its terms. 15) Severance/Savings Clause. At the option of MPAC, if any provision of this Agreement is held to be void, invalid, or unenforceable in any way, it shall be deemed to be severed from the Agreement, and the remainder of this Agreement shall remain in full force and effect as if the severed portion had never been included. 16) Title and Headings. The title and headings of this Agreement exist solely for the convenience of the reader and do not limit the subject matter in effect of any term thereof. 17) Merger and Modification/Entire Agreement. This Agreement (which shall include all addenda and schedules attached hereto) shall supersede and replace any and every preexisting contract, Agreement, discussion and negotiation between the parties, which is not specifically incorporated herein. Unless otherwise provided in this Agreement, any modification or deviation from the terms of this Agreement shall be in writing executed by the parties hereto. This Agreement, and the incorporated Schedules attached constitute the entire agreement between the Parties, and shall supersede the provisions of any and all prior agreements, understandings, promises, representations, and writings made by either of the Parties to the other concerning the subject matter and the provisions herein. 18) Written Notice. All notices required by this Agreement are to be in writing and shall be deemed to have been properly given, in the absence of rebutting evidence, upon the placing for delivery by certified mail, return receipt requested, to the address provided below for MPAC, and for REFERRAL PARTNER, as denoted in Referral Partner Details /Exhibit A, within the time period required by this Agreement. MPAC/PAYKINGS Attention: Legal Dept. 433 Central Ave St. Petersburg, FL 33701 19) Force Majeure. The performance of both MPAC and REFERRAL PARTNER hereunder is subject to interruption and delay due to causes beyond its control such as acts of God, acts of any government, war or other hostility, civil disorder, weather, fire, power failure, equipment failure, labor dispute, and like causes. 20) No Agency. REFERRAL PARTNER agrees and understands that it acts only as an Independent Contractor for MPAC, and has no authority to bind MPAC, its officers, successors, assigns, agents, employees, other independent contractors in oral or written contract or otherwise for performance of any act of any kind with any party, nor sign any legally binding document or contract on behalf of MPAC. REFERRAL PARTNER agrees and understands that this is not an employer-employee relationship and that it acts only as an Independent Contractor for MPAC. 21) Authority: Each person signing below warrants and represents that he or she has full authority to enter into this Agreement, and that all representations and warranties in this Agreement are true and correct. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. REFERRAL PARTNER (LEGAL NAME)* Signer First Name:* Signer Last Name:* Job Title* Signature*AREA FOR COMPANY USE ONLY: MPAC BY: NAME: Kyle Hall ITS: CEOEXHIBIT/SCHEDULE A TO PARTNER AGREEMENT BY AND BETWEEN MERCHANT PAYMENTS ACCEPTANCE CORP, LLC, A FLORIDA LIMITED LIABILITY COMPANY, ANDREFERRAL PARTNER: Schedule of Commissions/Referral Fees to be paid to REFERRAL PARTNER:HiddenPercentage 15% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).20% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).25% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).30% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).35% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).50% of MPAC’s Net Residuals from Merchants referred by REFERRAL PARTNER for domestic (USA) and international merchant accounts (US Acquiring Banks and EU banks).Business Legal Name* EIN* Contact First Name* Contact Last Name* Address* Street Address Address Line 2 City State / Province / Region ZIP / Postal Code Office Phone Number* Mobile Phone Number* Fax Number Instant Messenger Type (i.e. AOL, SKYPE, Yahoo etc.): Screenname Email* Corporation/Business Name* I (we) hereby authorize Merchant Payments Acceptance Corp, LLC, hereinafter called COMPANY, to initiate credit and, if necessary, debit entries and adjustments for any credit entries in error to my (our) Account indicated below, at the depository Financial Institution named below, and to credit or debit the same from such account. I (we) acknowledge that the authority will remain in effect until I have (or either of us) cancelled it in writing and that the origination of ACH transactions to my (our) account must comply with the provisions of U.S. law.Financial Institution* Branch City State Zip Routing Number* Account Number* Account Type:* Checking Account Savings Accoung This authorization is to remain in full force and effect until COMPANY has received written notification from me (or either of us) of its termination in such time, and in such manner as to afford COMPANY and Financial Institution a reasonable opportunity to act on it. Name of Primary Account Holder* Tax ID Number Date* MM slash DD slash YYYY Signature*Direct Deposit Account VerificationMax. file size: 512 MB.Please attach a void check or deposit slip in this area so that we may verify your routing and account numbers.