Reseller Agreement

Definitions

In this Agreement, the following terms have the meanings set out below. Capitalised terms used but not defined here have the meanings given in Grandco's Terms of Service, incorporated herein by reference.

Appointment & Scope

2.1 Appointment as Non-Exclusive Reseller

Subject to the terms of this Agreement, Grandco appoints Reseller as a non-exclusive, non-transferable reseller of the Grandco Platform in Canada. Reseller is authorised to market, promote, and resell access to the Grandco Platform to businesses located in Canada and to provide first-line support to Sub-Merchants it onboards.

This appointment is non-exclusive. Grandco retains the right to appoint other resellers, sell directly to merchants, and market its services through any channel without restriction or obligation to Reseller. Reseller has no exclusive territory and no minimum or maximum volume commitment unless separately agreed in writing.

2.2 Nature of Relationship

Reseller is an independent contractor of Grandco. Nothing in this Agreement creates:

• An employment relationship between Grandco and Reseller or Reseller's personnel;
• A partnership, joint venture, franchise, or agency relationship;
• Any authority for Reseller to legally bind Grandco or Elavon to any contract, obligation, or commitment;
• Any entitlement for Reseller to make representations about pricing, features, or service levels beyond those documented in Grandco's current published materials.

Reseller must not hold itself out as an agent, employee, or legal representative of Grandco or Elavon at any time.

2.3 Geographic Scope

Reseller is authorised to onboard Sub-Merchants with a principal place of business in Canada only. Cross-border or international merchant onboarding requires Grandco's prior written consent. Reseller must not market the Grandco Platform to businesses operating primarily outside Canada.

2.4 Sub-Reseller Prohibition

Reseller may not appoint sub-resellers, sub-agents, or other intermediaries to market or sell the Grandco Platform without Grandco's prior written consent. Any such consent will require the sub-reseller to be separately approved by Grandco and bound by terms equivalent to this Agreement.

Reseller Obligations

3.1 Core Obligations

Throughout the Term, Reseller must:

3.2 Minimum Activity Requirement

Reseller must maintain at least one (1) Active Sub-Merchant at all times after the first ninety (90) days following the Reseller Application approval date. If Reseller falls below one Active Sub-Merchant for more than sixty (60) consecutive days, Grandco may downgrade Reseller to an inactive status or terminate this Agreement on thirty (30) days' written notice, without prejudice to any outstanding commission obligations.

3.3 Training & Certification

Reseller must complete Grandco's onboarding training programme within thirty (30) days of agreement execution. Grandco may require Reseller personnel to complete updated training when material platform changes are made. Failure to complete required training may result in temporary suspension of onboarding privileges until training is completed.

3.4 Records

Reseller must maintain accurate records of all Sub-Merchant Agreements, signed consent forms, marketing materials used, and communications with Sub-Merchants related to the Grandco Platform for a minimum of five (5) years and must make such records available to Grandco for audit upon reasonable prior written notice.

Wholesale Pricing

4.1 Wholesale Platform Rates

Grandco charges Reseller a monthly Program Fee based on Reseller's selected Tier (Silver, Gold, or Platinum), plus a discounted wholesale rate for each active Sub-Merchant account, as set out in Schedule A. The wholesale rate varies by Reseller Tier and by the platform plan selected by the Sub-Merchant (Starter, Growth, Scale, or White Glove). Reseller is free to charge Sub-Merchants any retail price above the applicable wholesale rate — the difference is Reseller's SaaS Margin.

4.2 Sub-Merchant Billing

Sub-Merchants are billed by Grandco directly, not by Reseller, unless Grandco has specifically agreed in writing to a white-label billing arrangement. Where Grandco bills Sub-Merchants directly, the SaaS Margin is credited to Reseller's commission account and paid monthly as described in Section 6. Where Reseller bills Sub-Merchants directly under an approved white-label billing arrangement, Reseller is responsible for collecting payment and remitting the wholesale rate to Grandco on the 1st of each month.

4.3 Minimum Retail Pricing

Reseller must not sell the Grandco Platform to Sub-Merchants at a price below the applicable wholesale rate. Reseller must not market the platform at a price that would create pricing confusion with Grandco's own direct pricing. Reseller may set its own retail pricing above the wholesale floor without restriction.

4.4 Processing Rate Disclosure

Reseller must not quote specific payment processing rates to Sub-Merchant prospects without first receiving a written rate confirmation from Grandco for that specific Sub-Merchant. Processing rates are underwritten individually by Elavon based on business type, volume, and risk profile. Quoting rates not approved for a specific Sub-Merchant creates liability for Reseller if the Sub-Merchant relies on that quote.

4.5 Price Changes

Grandco may adjust wholesale rates with sixty (60) days' written notice to Reseller. If wholesale rates increase, Reseller may terminate this Agreement without penalty provided termination notice is received before the effective date of the increase. Reseller is responsible for updating Sub-Merchant pricing in accordance with any wholesale rate changes and for complying with any notice obligations in Sub-Merchant Agreements.

Commissions & Residuals

5.1 Commission Components

Reseller's compensation under this Agreement consists of the following components, offset against the monthly Program Fee charged to Reseller's account:

• SaaS Margin — the difference between the retail platform subscription price and the wholesale price charged by Grandco to Reseller, as set out in Schedule A;
• BPS Residuals (Surcharge Merchants) — a flat basis point share of net processing volume for Sub-Merchants on the surcharge program (Section 5.3);
• BPS Residuals (Interchange Plus Merchants) — a percentage share of Grandco's BPS markup above interchange for Sub-Merchants on interchange-plus pricing (Section 5.4);
• Reputation AI Commissions — a fixed monthly commission per Sub-Merchant enrolled in the Reputation AI add-on (Section 5.5).

5.2 Reseller Tier Structure

Reseller's Tier (Silver, Gold, or Platinum) is selected at the time of application and determines the monthly Program Fee, wholesale platform rates, BPS Residual rates, Reputation AI commission rates, and certain other commercial terms. Reseller may request a tier change at any time; Grandco will review and respond within ten (10) business days. Tier changes take effect on the first day of the month following Grandco's written confirmation.

Rental margins are earned monthly while the device remains active. Purchase margins are one-time amounts earned at the time of sale. N/A indicates a software-only item with no purchase option. All hardware margins are subject to change on thirty (30) days' written notice.

SIM cards are available for all portable payment terminals that support cellular connectivity. Setup fee is a one-time charge per SIM activation. Monthly fees are billed per active SIM. T250S denotes compatibility with the Newland N910 terminal specifically. SIM pricing is subject to change on thirty (30) days' written notice.

All miscellaneous items are billed at passthrough pricing — no Grandco markup or reseller commission applies to any item in this section. ⁽¹⁾ On Demand Funding is a merchant self-enrollment product — contact Sales Support for additional information. ⁽²⁾ To the extent Grandco receives revenue associated with Quick Capital, Grandco will share 15% of that revenue with Reseller. ⁽³⁾ DCC commission is subject to cross-border assessment fees levied by the Card Brands. ⁽⁴⁾ Account Updater fees are applicable by TID. ⁽⁵⁾ Match fee is assessed for each card update. ⁽⁶⁾ 3D Secure 2.0 is available for eCommerce only. ⁽⁷⁾ Upon account approval, Sub-Merchants have a ninety (90) day grace period to complete PCI DSS compliance validation and obtain a valid Certificate of Compliance. If a Sub-Merchant that was previously compliant falls out of compliance, the same ninety (90) day cure period applies from the date compliance lapses. The Non-PCI Compliance fee of $20.00 per month will be assessed automatically upon expiration of the applicable grace period and will continue to be charged on a monthly basis until the Sub-Merchant achieves and validates PCI DSS compliance in good standing.

5.3 BPS Residual Calculation — Surcharge Merchants

For Sub-Merchants enrolled in the Grandco surcharge program, BPS Residuals are calculated monthly on the net processing volume of each Active Sub-Merchant. "Net processing volume" means the total gross transaction volume minus refunds, chargebacks, and voided transactions. One basis point equals 0.01% of net processing volume. Reseller earns a flat BPS rate on all surcharge merchant volume, as set out in Schedule A.

5.4 BPS Residual Calculation — Interchange Plus Merchants

For Sub-Merchants on interchange-plus pricing, Reseller earns a percentage of Grandco's basis point markup (the "BPS Bump") above the applicable interchange rate. The BPS Bump is the fixed margin set by Grandco for that Sub-Merchant above interchange. Reseller's share is determined by Tier as set out in Schedule A.

5.5 Reputation AI Commissions

Reseller earns a monthly commission for each Active Sub-Merchant subscribed to Grandco's Reputation AI add-on. Two tiers of Reputation AI are available, and Reseller's commission rate varies by Reseller Tier:

• DIY (Do-It-Yourself) — the Sub-Merchant manages their own reputation dashboard; Reseller earns a fixed monthly commission per enrolled Sub-Merchant (see Schedule A);
• Done for You — Grandco manages the Sub-Merchant's reputation on their behalf; Reseller earns a higher fixed monthly commission per enrolled Sub-Merchant (see Schedule A).

Reputation AI commissions are calculated on the last day of each calendar month and paid on the 25th of the following month, together with BPS Residuals. They are subject to the same clawback provisions as BPS Residuals under Section 5.8.

5.6 At-Cost Add-On Pass-Throughs (No Reseller Commission)

Certain Reputation AI add-ons are made available to Sub-Merchants on a strict at-cost, pass-through basis. Grandco earns no margin on these products and Reseller earns no commission on them. The current at-cost add-ons are:

• Workflow Pro Plan — $40 CAD/mo per Sub-Merchant — an add-on subscription that unlocks premium workflow triggers and actions within the Reputation AI platform. Billed directly to the Sub-Merchant at Grandco's cost price. Reseller earns no commission on this add-on.
• Unlimited AI Employee — $149 CAD/mo per Sub-Merchant — an add-on that provides unlimited AI-powered call answering, appointment booking, lead qualification, follow-up automation, and review request triggering. Billed directly to the Sub-Merchant at Grandco's cost price. Reseller earns no commission on this add-on.

Grandco reserves the right to adjust the pricing of at-cost add-ons at any time by providing thirty (30) days' written notice to Reseller. Any price adjustment will be passed through to Sub-Merchants at the updated cost price with no change to Reseller's commission (which remains nil). Reseller must not represent these add-ons as carrying a margin, commission, or markup of any kind.

5.7 Monthly Commission Example

5.8 Residual Clawbacks

BPS Residuals already paid to Reseller are subject to clawback in the following circumstances:

1. The Sub-Merchant's merchant account is terminated within ninety (90) days of activation for fraud, misrepresentation in the Application, or prohibited business activity — full residuals paid for that merchant are clawed back;
2. Residuals were paid based on processing volume later reversed due to chargebacks or fraud — the excess residual is offset against future payments;
3. Reseller provided false or misleading information in a Sub-Merchant Application — all residuals paid in relation to that Sub-Merchant are clawed back plus a $500 administrative fee;
4. This Agreement is terminated by Grandco for cause under Section 20.3 — all residuals paid in the ninety (90) days preceding termination are subject to review and potential clawback.

Clawback amounts are offset against future residual payments or, if insufficient, invoiced directly to Reseller with payment due within thirty (30) days.

5.9 Affiliate Link Attribution

Where Grandco provides Reseller with a Tracking Link for the purpose of marketing the Grandco Platform or Reputation AI to prospects, the following rules govern attribution of commission credit for any resulting sign-ups.

5.9.1 Issuance of Tracking Links

Upon approval of Reseller's application, Grandco will issue Reseller one or more unique Tracking Links through the Grandco Reseller portal. Each Tracking Link is personal to the Reseller and may not be transferred, sub-licensed, or shared with third parties. Reseller must not modify, obscure, or alter the parameters of a Tracking Link in any way.

5.9.2 Attribution Window and Last-Click Rule

A completed sign-up will be attributed to Reseller and generate commissions under Section 5.1 if: (a) the prospect clicked Reseller's Tracking Link within the Attribution Window of ninety (90) days prior to completing sign-up; and (b) Reseller's Tracking Link was the last Tracking Link clicked by that prospect before sign-up was completed (last-click attribution). If a prospect clicks the Tracking Links of two or more Resellers before signing up, commission is awarded solely to the Reseller whose Tracking Link was clicked most recently. Grandco's tracking records are the authoritative source for determining last-click status.

5.9.3 Direct Sign-Up Policy

Attribution credit under this Section 5.9 requires the prospect's sign-up session to be traceable to Reseller's Tracking Link through Grandco's tracking system. Where a prospect clicks a Tracking Link but completes sign-up by navigating directly to grandco.ca in a separate browser session that cannot be linked to the original click (for example, due to cookie deletion, private browsing, or device change), no commission is payable unless Reseller submits a written attribution claim under Section 5.9.5 and Grandco confirms the attribution in writing. Grandco is not liable for any commission loss attributable to technical limitations of the tracking system.

5.9.4 Grandco Direct Lead Exclusion

No commission is payable under this Section 5.9 for any prospect who was already recorded as an active lead or opportunity in Grandco's CRM system prior to the date of the first click of Reseller's Tracking Link. Grandco's CRM records are conclusive for this purpose. Reseller may request confirmation of lead status for a specific prospect by submitting a written enquiry to partners@grandco.ca before investing significant sales effort; Grandco will respond within five (5) business days.

5.9.5 Attribution Disputes

Where Reseller believes a commission has not been credited due to a tracking or attribution error, Reseller must submit a written attribution dispute to commissions@grandco.ca (Subject: Attribution Dispute) within thirty (30) days of the relevant monthly commission statement. The dispute must include: (a) Reseller's Tracking Link ID; (b) the name and contact details of the prospect or Sub-Merchant in question; and (c) the date and method by which Reseller introduced the prospect to Grandco. Grandco will investigate and provide Reseller's tracking link click records and the account sign-up timestamp within fifteen (15) business days. If the investigation confirms a tracking error, Grandco will credit the applicable commission in the following month's statement. Grandco's findings are final subject to escalation under Section 21.9.

5.9.6 No Stacking with Portal Submissions

Where a Sub-Merchant has been attributed to Reseller via both a Tracking Link click and a portal submission under Section 7.1, commission is payable once only. There is no double-counting of commissions for the same Sub-Merchant regardless of the number of attribution touchpoints recorded.

5.9.7 Attribution Statement in Monthly Commission Reports

Grandco will include an attribution source field in the monthly commission statement provided under Section 6.3, identifying each Active Sub-Merchant as attributed via: (a) Reseller portal submission; or (b) Tracking Link — including the Tracking Link reference ID. Reseller must review this field when raising any commission dispute under Section 6.5 or attribution dispute under Section 5.9.5.

Payment & Reporting

6.1 Payment Schedule

Grandco calculates and pays Reseller commissions as follows:

Payments are made by direct deposit to Reseller's designated Canadian bank account. Grandco will not issue paper cheques. Reseller must provide updated banking information at least five (5) business days before a payment date; Grandco is not liable for misdirected payments due to outdated banking information.

6.2 Minimum Payment Threshold

A minimum threshold of $50.00 CAD applies to monthly commission payments. If total commissions earned in a month are below this threshold, the balance accumulates and is paid when the cumulative amount reaches $50.00 or upon termination of this Agreement (whichever is earlier).

6.3 Commission Statements

Grandco will provide Reseller with a monthly commission statement no later than the 10th of each month, showing: each Active Sub-Merchant, their net processing volume, BPS Residuals earned (surcharge and interchange-plus separately), SaaS Margin earned, Reputation AI commissions, any clawbacks or deductions, the attribution source for each Active Sub-Merchant (portal submission or Tracking Link reference ID per Section 5.9.7), and the net amount payable. Reseller must review statements and raise any disputes within thirty (30) days of receipt. Statements not disputed within this period are deemed accepted.

6.4 Tax

All commission amounts are exclusive of applicable taxes including GST/HST. Grandco will issue T4A slips (or other applicable tax reporting documents) to Reseller at year-end as required by the Income Tax Act (Canada). Reseller is solely responsible for remitting all applicable taxes on commission income. Grandco may withhold taxes required by law.

6.5 Disputed Commissions

If Reseller disputes a commission calculation, Reseller must submit a written dispute to [email protected] within thirty (30) days of receiving the applicable statement. Grandco will investigate and respond within fifteen (15) business days. Undisputed portions of a commission statement must be accepted regardless of any pending dispute. If the dispute cannot be resolved, either party may escalate per Section 21.9.

6.6 Withholding for Sub-Merchant Obligations

Grandco may withhold or offset against Reseller commissions any amounts owed by Reseller's Sub-Merchants where Reseller is jointly and severally liable under Section 9, including: chargeback amounts; Card Scheme fines; reserve deficiencies; and unpaid subscription fees. Grandco will provide reasonable advance written notice of any such withholding, except where the urgency of the situation (e.g. an active fraud event) makes advance notice impracticable.

Sub-Merchant Onboarding

7.1 Onboarding Process

To onboard a Sub-Merchant, Reseller must:

1. Complete and submit a Merchant Application on behalf of the Sub-Merchant through the Grandco Reseller portal, ensuring all information is accurate and complete;
2. Verify the Sub-Merchant's business identity, legal name, business address, and ownership structure before submission;
3. Confirm the Sub-Merchant's principal business activity and verify it does not fall within a prohibited category under Schedule D;
4. Obtain the Sub-Merchant's execution of a Sub-Merchant Agreement meeting the requirements of Schedule C;
5. Ensure the Sub-Merchant has a valid Canadian bank account and has provided direct debit authority;
6. Collect any additional documentation requested by Elavon during underwriting (e.g. government ID, business licence, bank statements).

Grandco and Elavon reserve the right to refuse any Sub-Merchant application at their sole discretion without obligation to provide reasons. Application denial does not entitle Reseller to any compensation.

7.2 Underwriting Timeline

Grandco targets a standard underwriting timeline of three (3) to five (5) business days from receipt of a complete application. Complex applications or applications requiring additional documentation may take longer. Grandco is not liable for delays in underwriting that are attributable to incomplete applications, Elavon's underwriting process, or third-party verification delays.

7.3 Prohibited Misrepresentation in Applications

Reseller must never submit a Merchant Application containing material misrepresentations, including: misrepresenting the Sub-Merchant's business type or MCC; understating expected processing volumes; omitting known regulatory issues or prior processing bans; fabricating financial information; or listing nominal owners who are not the actual beneficial owners.

Submitting a fraudulent or materially misleading Merchant Application is grounds for immediate termination of this Agreement under Section 20.3 and may result in Reseller being listed on Elavon's risk management systems, subject to Grandco and Elavon's legal rights.

7.4 Sub-Merchant Monitoring

Reseller must monitor its Sub-Merchant portfolio for signs of unusual activity, including rapidly increasing transaction volumes, abnormal chargeback rates, complaints from cardholders, or indications that a Sub-Merchant has changed its business model. Reseller must promptly report any such indicators to Grandco and cooperate fully with any resulting investigation.

Sub-Merchant Agreements

8.1 Mandatory Sub-Merchant Agreement

Reseller must enter into a written Sub-Merchant Agreement with every Sub-Merchant prior to activating their Grandco account. No Sub-Merchant may be onboarded without a fully executed Sub-Merchant Agreement. Reseller must retain a copy of each Sub-Merchant Agreement for at least five (5) years and provide copies to Grandco within five (5) business days of request.

8.2 Minimum Required Terms

Every Sub-Merchant Agreement must include, at minimum, the provisions set out in Schedule C, including:

• Incorporation of Grandco's Terms of Service by reference, binding Sub-Merchant to all payment processing, chargeback, PCI DSS, and data security obligations;
• Elavon's Merchant Agreement terms, incorporated by reference or appended as an exhibit;
• Card acceptance rules, surcharging disclosure requirements, and prohibited transaction restrictions;
• Sub-Merchant's acknowledgement that Grandco and Elavon have direct enforcement rights against Sub-Merchant;
• Reseller's right to terminate access upon Grandco or Elavon's direction;
• Data protection obligations consistent with Grandco's Privacy Policy and PIPEDA;
• A provision preserving Grandco's and Elavon's indemnification rights against Sub-Merchant.

8.3 Grandco's Direct Rights Against Sub-Merchants

Reseller acknowledges and agrees that Grandco and Elavon have direct rights against each Sub-Merchant under the Sub-Merchant Agreement and the Grandco Terms of Service. Grandco and Elavon may enforce these rights directly against Sub-Merchants without Reseller's involvement. Reseller must include a provision in each Sub-Merchant Agreement confirming that Sub-Merchant acknowledges and accepts Grandco's and Elavon's direct enforcement rights.

8.4 Sub-Merchant Agreement Template

Grandco provides a standard Sub-Merchant Agreement template for Reseller's use. Reseller may customise this template with its own branding, contact information, and additional commercial terms, provided that the minimum required provisions in Schedule C are not removed, weakened, or contradicted. Reseller must submit any material modifications to the Grandco template to [email protected] for approval before use.

Reseller Liability for Sub-Merchants

9.1 Circumstances of Joint Liability

Reseller is jointly and severally liable with a Sub-Merchant for the Sub-Merchant's obligations to Grandco and Elavon in the following circumstances:

1. Fraudulent application — where the Sub-Merchant Application contained material misrepresentations that Reseller knew or ought to have known about;
2. Prohibited business onboarding — where the Sub-Merchant is operating in a prohibited industry under Schedule D and Reseller knew or ought to have known this at the time of onboarding;
3. Failure to execute Sub-Merchant Agreement — where Reseller failed to obtain an executed Sub-Merchant Agreement prior to account activation;
4. Known fraud — where Reseller had actual knowledge of fraudulent activity by the Sub-Merchant and failed to promptly notify Grandco;
5. KYC bypass — where Reseller improperly waived required documentation or KYC procedures to accelerate onboarding.

9.2 Scope of Joint Liability

Where Section 9.1 applies, Reseller is jointly and severally liable for:

• All chargebacks and chargeback fees attributable to the Sub-Merchant's account;
• All Card Scheme fines levied against Grandco or Elavon arising from the Sub-Merchant's activities;
• Reserve requirements and deficiencies;
• Costs of any forensic investigation triggered by a Sub-Merchant data breach;
• Grandco's and Elavon's reasonable legal costs in recovering amounts from the Sub-Merchant.

9.3 Set-Off Against Commissions

Grandco may set off any amounts owed by Reseller under this Section 9 against Reseller's commission payments, with reasonable prior written notice (or without notice in urgent fraud situations). If commission setoff is insufficient to cover the amount owed, the remaining balance is immediately due and payable from Reseller upon demand.

9.4 No Liability for Arm's-Length Sub-Merchant Actions

For clarity, Reseller is not jointly liable for losses arising from a Sub-Merchant's ordinary course business operations (e.g. normal chargeback rates, refunds, or customer disputes) where Reseller had no knowledge of and no role in the relevant circumstances, and where Reseller fulfilled all of its onboarding obligations under Section 7. The joint liability provisions apply specifically to situations where Reseller's conduct contributed to or enabled the loss.

White-Label Rights

10.1 Grant of White-Label Licence

Subject to Reseller's enrolment in the Gold or Platinum Tier, Grandco grants Reseller a limited, non-exclusive, non-transferable, revocable licence to brand the Grandco Platform with Reseller's own trade name, logo, and colours when presenting the platform to Sub-Merchants. This is a branding licence only — it does not modify ownership of the underlying platform or any intellectual property.

10.2 White-Label Permissions

Under the white-label licence, Reseller may:

• Present the Grandco Platform to Sub-Merchants under Reseller's own brand name (e.g. "[Reseller Name] POS Platform" or "[Reseller Name] Business Suite");
• Apply custom colours, logos, and visual styling to the platform login page and certain dashboard elements, within Grandco's technical customisation capabilities;
• Operate a custom subdomain (e.g. app.resellerbrand.ca) pointing to the Grandco Platform, subject to DNS configuration assistance from Grandco;
• Issue marketing materials and client-facing documentation under Reseller's brand, without prominent "Powered by Grandco" attribution, provided that Grandco attribution is included in legal documents and privacy notices.

10.3 White-Label Restrictions

Reseller must not, under the white-label licence:

• Represent to Sub-Merchants that Reseller has developed or owns the underlying platform technology;
• Use the white-label branding to create the impression that Reseller is itself a licensed payment processor or financial institution;
• Apply branding that violates applicable laws, is offensive, or could bring Grandco into disrepute;
• Remove Grandco's branding from legal notices, Terms of Service, Privacy Policy, or Elavon-required disclosures — these must always disclose the underlying provider;
• Sub-license the white-label rights to any third party without Grandco's prior written consent.

10.4 Grandco Attribution Requirement

Regardless of white-label branding, the following must always clearly identify Grandco and/or Elavon as the underlying provider:

• Sub-Merchant Agreement and all legal agreements (which must reference Grandco's Terms of Service);
• Privacy Policy presented to Sub-Merchants' customers;
• Payment processing receipts (Elavon is the acquirer and must be disclosed on receipts per Card Scheme Rules);
• Any notice of data breach or security incident to Sub-Merchants or their customers;
• Communications to Sub-Merchants regarding chargeback disputes, account suspension, or termination.

10.5 Revocation of White-Label Licence

Grandco may revoke the white-label licence immediately upon: Reseller's breach of any restriction in Section 10.3; Reseller's Tier downgrading below the eligibility threshold; or termination of this Agreement for any reason. Upon revocation, Reseller must immediately cease using Grandco's platform under Reseller's brand and must notify Sub-Merchants of the platform's Grandco identity within thirty (30) days.

Intellectual Property

11.1 Grandco IP Ownership

All intellectual property rights in the Grandco Platform — including software, source code, user interfaces, design elements, trademarks, business methodologies, commission structures, pricing models, and proprietary processes — are and remain the sole and exclusive property of Grandco or its licensors. This Agreement grants Reseller no ownership interest in any Grandco intellectual property. Any goodwill generated through Reseller's use of Grandco's trademarks or brand accrues to Grandco.

11.2 Reseller IP

Reseller retains ownership of its own trade names, logos, and brand assets. Reseller grants Grandco a limited, royalty-free licence to use Reseller's brand assets on Grandco's reseller directory, partner page, and co-branded materials, for the duration of this Agreement.

11.3 No Reverse Engineering

Reseller must not, and must ensure its personnel and contractors do not: reverse engineer, decompile, disassemble, or attempt to derive the source code of any Grandco Platform component; copy, reproduce, or create derivative works based on the Grandco Platform or its documentation; or use the Grandco Platform to develop a competing product or service.

11.4 Feedback Licence

Any feedback, suggestions, or ideas provided by Reseller regarding the Grandco Platform may be used by Grandco without restriction, compensation, attribution, or obligation of any kind. Grandco is not required to treat any such feedback as confidential.

Marketing & Advertising

12.1 Approved Marketing Materials

Grandco provides Reseller with a set of approved marketing materials (sales decks, one-pagers, pricing sheets, email templates) available through the Reseller partner portal. Reseller is encouraged to use these materials as a starting point. Reseller may create custom marketing materials provided they comply with Section 12.2 and the brand guidelines in Schedule B.

12.2 Marketing Restrictions

All marketing and advertising of the Grandco Platform by Reseller must:

• Be truthful, accurate, and not misleading — claims about platform capabilities, pricing, or payment processing rates must be verifiable and consistent with Grandco's current published specifications;
• Comply with Canada's Competition Act and all applicable advertising standards;
• Comply with CASL for any email or SMS marketing campaigns;
• Not make earnings claims or income guarantees beyond the illustrative examples provided in Grandco's approved materials, and not guarantee specific processing rates;
• Include all required disclosures for financial services marketing in applicable provinces.

12.3 Search Engine & Digital Advertising

Reseller may conduct paid digital advertising (Google Ads, Meta, LinkedIn, etc.) to promote its reseller business. Reseller must not bid on Grandco's trademarked terms (including "Grandco," "Grandco POS," and any other Grandco brand name) as keywords in search advertising without Grandco's prior written consent. Reseller may use general payment processing and small business marketing terms without restriction.

12.4 Social Media

Reseller may promote the Grandco Platform on social media platforms. Reseller must not: impersonate Grandco's official accounts; make statements on social media that could reasonably be interpreted as official Grandco communications; or post content that disparages competitors in a defamatory manner. Reseller should tag Grandco's official accounts when posting co-branded content where appropriate.

12.5 Testimonials and Case Studies

Reseller may use Sub-Merchant testimonials in its marketing materials, subject to having obtained written consent from the Sub-Merchant. Reseller may request case study development support from Grandco for particularly successful Sub-Merchant stories. Grandco may, with Reseller's consent, feature Reseller's success stories in Grandco's own marketing materials.

Elavon Flow-Down Terms

13.1 Card Scheme Rules Compliance

Reseller must comply with all applicable Card Scheme Rules (Visa, Mastercard, Interac) in its capacity as a party introducing merchants to the payment network. Reseller must not advise, assist, or encourage Sub-Merchants to violate Card Scheme Rules, including rules relating to: minimum transaction amounts; surcharging debit cards; split transactions; processing transactions for businesses not identified in the Merchant Application; or any other prohibited practice.

13.2 Reseller as Introducer Only

Reseller is an introducer of merchants to Elavon's payment platform — Reseller is not a payment processor, acquirer, or money services business. Reseller must not hold, transmit, settle, or otherwise handle payment funds at any time. All funds flow directly between cardholders, Elavon, and the Sub-Merchant's bank account. Any arrangement that causes Reseller to hold or direct merchant settlement funds is prohibited.

13.3 FINTRAC & AML Obligations

Reseller must perform customer due diligence on Sub-Merchant prospects as required by Grandco's onboarding procedures. Where Reseller becomes aware that a Sub-Merchant is engaging in or may be engaging in money laundering, terrorist financing, or other financial crime, Reseller must immediately notify Grandco and Elavon, and must not tip off the Sub-Merchant. Reseller must cooperate fully with any FINTRAC-related investigation.

13.4 PCI DSS Awareness

Reseller must understand and communicate PCI DSS requirements to Sub-Merchants during onboarding. Reseller must not advise Sub-Merchants in a manner that would cause them to store, process, or transmit cardholder data in a non-compliant manner. Reseller must promptly notify Grandco if it becomes aware that a Sub-Merchant is storing card data (including CVV codes, full PANs, or magnetic stripe data) in violation of PCI DSS requirements.

13.5 VMAS™/MATCH™ Screening

Grandco screens all Sub-Merchant applicants against the Visa VMAS™ and Mastercard MATCH™ databases as part of the underwriting process. Reseller must not knowingly submit applications for merchants previously listed on these databases without full disclosure to Grandco. Reseller must ensure Sub-Merchant Application forms include the required declaration by the Sub-Merchant confirming they have not previously been listed on these databases.

Prohibited Activities

Reseller must not engage in any of the following activities, which are strictly prohibited and will result in immediate termination of this Agreement:

• Onboarding prohibited businesses — submitting applications for businesses in industries prohibited under Schedule D or Grandco's Terms of Service;
• Rate misrepresentation — quoting processing rates, fees, or terms to Sub-Merchant prospects that have not been confirmed in writing by Grandco for that specific applicant;
• Earnings guarantees — guaranteeing specific income outcomes to Sub-Merchant prospects based on their use of the Grandco Platform;
• Holding merchant funds — structuring any arrangement where Reseller receives, holds, or redirects Sub-Merchant settlement funds at any time;
• Circumventing Grandco — introducing Sub-Merchants directly to Elavon, Grandco, or any other Grandco partner in a way designed to circumvent Grandco's involvement and associated commissions payable to Grandco;
• Poaching — soliciting Sub-Merchants of other Grandco Resellers in bad faith with the intent to transfer those Sub-Merchants to Reseller's portfolio;
• Platform abuse — using Reseller's platform access to extract competitive intelligence, Sub-Merchant data, or proprietary Grandco pricing information for use with a competing platform;
• False invoicing — submitting false or inflated invoices for reimbursable expenses;
• Misleading Sub-Merchants — creating the impression that Sub-Merchants will avoid Elavon's or Grandco's Terms of Service or chargeback obligations by signing up through Reseller.

Representations & Warranties

15.1 Reseller's Representations

Reseller represents, warrants, and covenants to Grandco, continuously throughout the Term:

1. Reseller has full legal capacity and authority to enter into and perform this Agreement. The individual executing this Agreement on Reseller's behalf is duly authorised to bind Reseller;
2. Reseller's execution and performance of this Agreement does not violate any applicable law, regulation, or other agreement to which Reseller is party;
3. All information provided to Grandco in the Reseller Application and throughout the Term is true, accurate, and complete;
4. Reseller does not and will not engage in or facilitate any activity that constitutes or assists money laundering, terrorist financing, fraud, or any other financial crime;
5. Reseller is not a competitor of Grandco and is not using this Agreement primarily for the purpose of obtaining competitive intelligence;
6. Reseller will comply with all applicable federal and provincial laws governing financial product marketing, sales, and distribution, including any applicable FSRA registration requirements in Ontario or equivalent in other provinces;
7. Reseller has not been previously listed on VMAS™, MATCH™, or any equivalent system as a terminated or at-risk entity.

15.2 Grandco's Representations

Grandco represents and warrants to Reseller that:

1. Grandco has the authority to enter into this Agreement and to grant the rights described herein;
2. The Grandco Platform will function materially in accordance with its documentation for Active Sub-Merchant accounts;
3. Grandco holds all necessary licences to provide the payment facilitation and SaaS services described in this Agreement;
4. Grandco will provide Reseller with timely notice of any material changes to the platform, commission structure, or terms that affect Reseller's business.

Confidentiality

16.1 Mutual Confidentiality Obligation

Each party agrees to hold the other party's Confidential Information in strict confidence, to use it only for the purpose of performing obligations under this Agreement, and not to disclose it to any third party without the other party's prior written consent. Each party must protect the other's Confidential Information using at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

16.2 What Constitutes Grandco Confidential Information

Grandco's Confidential Information includes, without limitation: wholesale pricing schedules; commission rates and program fee structures; Sub-Merchant portfolio data; processing rate terms negotiated with Elavon; platform architecture and technical documentation; internal business plans and growth metrics; and any information marked as confidential or that a reasonable person would understand to be confidential given its nature and context.

16.3 Permitted Disclosures

Each party may disclose the other's Confidential Information to its employees, officers, legal advisers, and financial advisers on a need-to-know basis, provided such persons are bound by confidentiality obligations equivalent to those in this Section 16. Either party may also disclose Confidential Information as required by applicable law, court order, or regulatory authority, provided the disclosing party gives reasonable advance notice to the other party (if legally permitted) and cooperates in any steps to limit disclosure.

16.4 Sub-Merchant Data

Reseller must treat all Sub-Merchant data received through the reseller relationship as strictly confidential and must not use Sub-Merchant data for any purpose other than providing support services to those Sub-Merchants. Reseller must not access Sub-Merchant transaction records, CRM data, or financial information beyond what is required for legitimate support purposes, and must not share Sub-Merchant data with third parties without the relevant Sub-Merchant's consent or legal obligation.

16.5 Post-Termination

Confidentiality obligations survive termination of this Agreement for five (5) years, except that obligations relating to Sub-Merchant personal data and payment data survive indefinitely or for the period required by applicable law, whichever is longer. Upon termination, each party must promptly return or securely destroy the other party's Confidential Information upon request.

Non-Solicitation & Non-Circumvention

17.1 Non-Solicitation of Sub-Merchants

During the Term and for twelve (12) months following termination, Reseller must not directly or indirectly solicit any Sub-Merchant that it has onboarded under this Agreement to terminate their Grandco account and transfer to a competing payment or SaaS platform operated by or for Reseller. This restriction does not prevent Reseller from providing ordinary support to existing Sub-Merchants or from marketing other non-competing services to them.

17.2 Non-Solicitation of Grandco Personnel

During the Term and for twelve (12) months following termination, neither party will, without the other's prior written consent, actively recruit or solicit the employment of the other party's employees or contractors who were involved in the performance of this Agreement, where that recruitment is directly targeted at that individual based on knowledge gained through this relationship.

17.3 Non-Circumvention

Reseller must not circumvent Grandco's role by: (a) introducing Sub-Merchants directly to Elavon or Grandco outside the Grandco programme; (b) structuring deals in a way designed to exclude Grandco from the Sub-Merchant relationship or the associated commissions; or (c) using information obtained through this Agreement to compete with Grandco's reseller programme. Any Sub-Merchant introduced to Elavon directly by a Reseller in circumvention of this Agreement will not generate BPS Residuals for that Reseller.

17.4 No Non-Compete

For clarity, this Agreement does not contain a non-compete restriction. Reseller may offer other payment processing, SaaS, or business services in addition to its Grandco reseller activities, provided that doing so does not breach the other provisions of this Section 17 or Reseller's confidentiality obligations. Reseller may also represent other non-competing SaaS platforms that do not directly compete with the specific combination of services offered through Grandco.

Indemnification

18.1 Reseller's Indemnification of Grandco

Reseller will defend, indemnify, and hold harmless Grandco, Elavon, and their respective affiliates, officers, directors, employees, agents, and successors from and against all claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from or relating to:

1. Any breach of this Agreement by Reseller or Reseller's personnel;
2. Any fraudulent, negligent, or wilfully misleading act or omission by Reseller in connection with Sub-Merchant onboarding;
3. Reseller's misrepresentation of the Grandco Platform's capabilities, pricing, or terms to Sub-Merchant prospects;
4. Any Sub-Merchant obligations for which Reseller is jointly and severally liable under Section 9;
5. Any claim by a Sub-Merchant arising from Reseller's acts or omissions in the onboarding or support process;
6. Any violation of applicable law by Reseller in marketing or distributing the Grandco Platform;
7. Reseller's breach of its confidentiality or non-solicitation obligations;
8. Any Card Scheme fines levied against Grandco or Elavon as a direct result of Reseller's onboarding of a prohibited or high-risk Sub-Merchant.

18.2 Grandco's Indemnification of Reseller

Grandco will indemnify and hold harmless Reseller from and against third-party claims alleging that the Grandco Platform, as provided by Grandco, infringes a third party's intellectual property rights in Canada, provided that: (a) Reseller promptly notifies Grandco of the claim; (b) Grandco is given sole control of the defence; and (c) Reseller cooperates fully with Grandco in the defence. This indemnity does not apply to claims arising from Reseller's customisation or misuse of the platform.

Limitation of Liability

19.1 Cap on Grandco's Liability

Grandco's total aggregate liability to Reseller under or in connection with this Agreement shall not exceed the total SaaS Margin amounts paid by Grandco to Reseller in the six (6) months immediately preceding the event giving rise to the claim. This cap applies regardless of the form of action, whether in contract, tort, negligence, or otherwise.

19.2 Exclusion of Consequential Damages

In no event shall Grandco be liable to Reseller for: loss of profits or revenue; loss of Sub-Merchant accounts or commission income; loss of business opportunity; damage to reputation; indirect, incidental, special, or consequential damages — even if Grandco has been advised of the possibility of such damages. Reseller acknowledges that its business as a reseller involves commercial risk and that commission income is not guaranteed.

19.3 No Limitation on Certain Claims

Nothing in this Agreement limits either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot lawfully be limited or excluded under applicable Canadian law.

19.4 Reseller Income Disclaimer

Grandco makes no guarantee of any specific level of commission income for Reseller. Commission income is entirely dependent on Reseller's own sales effort, the volume and quality of Sub-Merchants onboarded, and Sub-Merchants' processing activity. Illustrative income examples in this Agreement and in Grandco's marketing materials are for illustration purposes only and are not representations of achievable income.

Termination

20.1 Term

This Agreement commences on the date Grandco issues written approval of Reseller's application and continues until terminated by either party in accordance with this Section. There is no minimum term.

20.2 Termination Without Cause

Either party may terminate this Agreement without cause by providing sixty (60) days' written notice to the other party. During the notice period, Reseller must continue fulfilling its obligations including providing support to existing Sub-Merchants and not soliciting Sub-Merchants to transfer away from the Grandco Platform.

20.3 Termination for Cause — Grandco

Grandco may terminate this Agreement immediately upon written notice in any of the following circumstances:

1. Reseller materially breaches this Agreement and fails to cure the breach within ten (10) business days of written notice;
2. Reseller submits a fraudulent or materially misleading Merchant Application;
3. Reseller engages in any activity listed as prohibited in Section 14;
4. Reseller becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings;
5. Reseller is listed on VMAS™ or MATCH™ in connection with its own business activities;
6. Reseller's conduct brings Grandco or Elavon into material disrepute;
7. Elavon requires termination of Reseller's status under Elavon's programme rules.

20.4 Termination for Cause — Reseller

Reseller may terminate this Agreement immediately upon written notice to Grandco if Grandco materially breaches this Agreement and fails to cure the breach within fifteen (15) business days of written notice from Reseller specifying the nature of the breach in detail.

20.5 Post-Termination Residual Tail

Following termination of this Agreement for reasons other than cause attributable to Reseller, Reseller will continue to receive BPS Residuals and Reputation AI commissions on existing Sub-Merchant accounts for the Residual Period applicable to Reseller's Tier at the time of termination:

• Silver Tier: 12 months post-termination;
• Gold Tier: 24 months post-termination;
• Platinum Tier: 36 months post-termination.

The residual tail applies only to Sub-Merchants who remain Active on the Grandco Platform during the Residual Period. No residual tail is payable following termination for cause by Grandco under Section 20.3, or where Reseller resigns within ninety (90) days of a formal notice of investigation for a material breach.

20.6 Effect of Termination

Upon termination of this Agreement:

1. Reseller must immediately cease marketing, promoting, or selling the Grandco Platform;
2. All White-Label Rights are immediately revoked — Reseller must cease presenting the platform under its brand and transition Sub-Merchants to direct Grandco branding within thirty (30) days;
3. All licences granted under this Agreement terminate immediately;
4. Each party must promptly return or destroy the other's Confidential Information upon request;
5. Reseller's access to the Reseller portal is disabled on the effective date of termination;
6. Reseller remains liable for all obligations arising prior to the termination date, including Sub-Merchant liabilities under Section 9;
7. Provisions that by their nature survive termination — including Sections 9, 11, 16, 17, 18, 19, and 21 — remain in full force.

General Provisions

21.1 Entire Agreement

This Agreement, together with all Schedules, the Reseller Application, and Grandco's Terms of Service (incorporated by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, and agreements, written or oral.

21.2 Amendments

Grandco may amend this Agreement with sixty (60) days' written notice. Amendments to commission rates require sixty (60) days' notice. Reseller may terminate without penalty before the effective date of any amendment it does not accept. Continued performance after the effective date constitutes acceptance.

21.3 Assignment

Reseller may not assign or transfer this Agreement, or any rights or obligations hereunder, without Grandco's prior written consent. Grandco may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its business assets, on written notice to Reseller. Reseller's commission entitlement is personal and does not pass to any successor without Grandco's written approval.

21.4 Notices

Notices to Reseller are delivered by email to the primary contact address in the Reseller Application. Notices to Grandco must be sent by email to [email protected] with a copy to [email protected]. Email notices are effective upon sending (unless a delivery failure is received). For legal notices and termination, delivery by registered mail is also acceptable.

21.5 Severability

If any provision of this Agreement is found to be unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

21.6 Waiver

Failure by either party to enforce any provision shall not constitute a waiver. No waiver is effective unless in writing and signed by an authorised representative of the waiving party.

21.7 Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario for all disputes.

21.8 Language

The parties confirm their wish that this Agreement be drawn up in English. Les parties confirment leur désir que la présente convention soit rédigée en anglais. A French-language version is available upon request.

21.9 Dispute Resolution

Before initiating litigation, the parties agree to attempt to resolve any dispute through the following process: (a) the disputing party delivers a written notice of dispute to the other party's senior representative; (b) the parties' senior representatives meet (in person, by phone, or by video) within fifteen (15) business days; (c) if not resolved within thirty (30) days of the notice, either party may pursue available legal remedies. Neither party waives any right by participating in this process.

21.10 Contact

Commission Schedule

This Schedule sets out the monthly Program Fees, commission rates, wholesale pricing, and payment terms applicable to each Reseller Tier. All amounts are in Canadian dollars (CAD) and are exclusive of applicable taxes.

A.0 Monthly Program Fees

The monthly Program Fee is charged regardless of the number of Active Sub-Merchants. It is offset against commissions earned in the same month where applicable per Section 4.2.

A.1 Wholesale Platform Pricing (Per Active Sub-Merchant)

Retail prices current as of effective date. Wholesale rates remain fixed for the Reseller's tier regardless of future retail price changes, unless wholesale rates are separately amended per Section 4.5. SaaS Margin = Retail Price minus Wholesale Rate.

A.2 BPS Residual Rates — Surcharge Merchants

Applies to Sub-Merchants enrolled in the Grandco surcharge program. BPS is calculated on net monthly processing volume (gross volume less refunds, chargebacks, and voids).

A.3 BPS Residual Rates — Interchange Plus Merchants

The BPS Bump is Grandco's fixed markup above interchange for each Sub-Merchant, as confirmed in writing at onboarding. Reseller's share is calculated on net monthly processing volume for that Sub-Merchant.

A.4 Reputation AI Commissions (Per Active Enrolled Sub-Merchant)

Commissions are earned per Sub-Merchant actively enrolled in the Reputation AI add-on in a given calendar month. Calculated on the last day of each month and paid on the 25th of the following month.

A.5 At-Cost Add-On Pass-Throughs (No Commission Payable)

These add-ons are billed directly to Sub-Merchants at Grandco's cost price. Reseller earns no commission on either add-on. Grandco may adjust at-cost pricing on thirty (30) days' written notice; any change is passed through to Sub-Merchants at the updated cost with no effect on Reseller commissions (which remain nil). See Section 5.6 for full terms.

A.6 Hardware & Add-On Reseller Margins (Per Active Sub-Merchant)

The amounts below represent the monthly margin earned by Reseller on each hardware rental or one-time purchase facilitated through Grandco. Rental margins are earned monthly while the device remains active. Purchase margins are earned once at the time of sale. All amounts are in CAD.

Rental margins are earned monthly while the device remains active on the Sub-Merchant account. Purchase margins are a one-time amount earned at the time of sale. N/A indicates the item is software-only and has no purchase option. All hardware margins are subject to change on thirty (30) days' written notice.

A.7 Post-Termination Residual Tail

Residual tail covers both surcharge BPS and interchange-plus BPS residuals, as well as Reputation AI commissions, at the rates active at the time of termination. Monthly Program Fees are not charged during the tail period. Tail applies only to termination other than for cause by Grandco.

Brand Standards & White-Label Guidelines

B.1 Permitted Use of Grandco Brand

Silver Tier Resellers may use the "Grandco Certified Reseller" badge in marketing materials and on websites. Gold and Platinum Tier Resellers may additionally use "Grandco Gold Partner" and "Grandco Platinum Partner" designations respectively. All tier badges must be used in their approved formats as provided in the Reseller portal and must not be modified, cropped, recoloured, or distorted.

B.2 White-Label Brand Requirements

When presenting the platform under Reseller's own brand (Gold and Platinum tiers), Reseller must:

• Ensure that the white-label brand name is clearly distinct from Grandco's brand and does not create confusion with Grandco's own services;
• Not use "Grandco" as part of its white-label brand name or suggest a name affiliation;
• Maintain visual quality standards — platform customisation must be professionally designed and not create an impression of a low-quality or fraudulent service;
• Submit proposed white-label brand names and visual designs to Grandco for approval before launching;
• Update branding within thirty (30) days if Grandco requests changes due to legal conflicts or brand standards violations.

B.3 Mandatory Disclosures in White-Label Context

Regardless of white-label branding, the following disclosures must always be visible and accurate:

• Payment processing receipts must display Elavon Canada Inc. as the acquirer (required by Card Scheme Rules);
• Sub-Merchant Agreements must reference Grandco's Terms of Service and Elavon's Merchant Agreement by name;
• Privacy notices presented to Sub-Merchants' customers must identify Grandco as the platform operator and Elavon as the payment processor;
• Any data breach notification to Sub-Merchants or their customers must identify Grandco as the platform operator.

B.4 Co-Branded Materials

Grandco provides co-branded marketing templates (business cards, sell sheets, email headers) for use by all Reseller tiers. These templates use Grandco's approved brand assets and design standards. Reseller must not modify Grandco's logo, colours, or font treatment in co-branded materials without prior written approval.

Sub-Merchant Agreement — Minimum Requirements

Every Sub-Merchant Agreement executed by Reseller must include, at minimum, all of the following provisions. Grandco provides a standard Sub-Merchant Agreement template that satisfies all requirements — Reseller may use this template or its own form approved by Grandco's legal team.

C.1 Required Provisions Checklist

• Grandco Terms of Service incorporation — explicit incorporation by reference of Grandco's Terms of Service (current version at grandco.ca/terms), acknowledging that Grandco and Elavon have direct enforcement rights against Sub-Merchant;
• Elavon Merchant Agreement incorporation — explicit incorporation by reference of Elavon's Merchant Agreement and Operating Guide, acknowledging that payment processing is provided by Elavon Canada Inc. and Converge;
• Card acceptance obligations — Sub-Merchant's agreement to comply with Card Scheme Rules for Visa, Mastercard, and Interac at all times;
• Surcharging terms — where applicable, Sub-Merchant's acknowledgement of surcharging disclosure requirements and the prohibition on surcharging debit transactions;
• PCI DSS compliance — Sub-Merchant's obligation to maintain PCI DSS compliance at its applicable level and to notify Grandco and Reseller of any suspected data breach;
• Chargeback liability — Sub-Merchant's acknowledgement of full chargeback liability as described in Grandco's Terms of Service Section 7;
• Prohibited business types — Sub-Merchant's representation that its business does not fall within any prohibited category, and its obligation to notify Reseller if its business type changes;
• Direct debit authority — Sub-Merchant's grant of direct debit authority to Elavon and Grandco;
• Data protection — Sub-Merchant's data protection obligations consistent with PIPEDA and Grandco's Privacy Policy;
• Termination rights — Reseller's right to terminate Sub-Merchant's account immediately upon direction from Grandco or Elavon, and Sub-Merchant's right to terminate with thirty (30) days' notice;
• CASL consent — where Reseller uses the Grandco Platform to send marketing messages to Sub-Merchant's contacts on Sub-Merchant's behalf, a warranty from Sub-Merchant that valid CASL consent exists for all contacts;
• Representations and warranties — Sub-Merchant's representation that all information provided is accurate, that it has authority to enter the agreement, and that it has not been previously listed on VMAS™ or MATCH™.

Prohibited & High-Risk Industries

D.1 Absolutely Prohibited

Reseller must never onboard Sub-Merchants primarily operating in the following categories:

• Any illegal goods or services in Canada or the jurisdiction of sale;
• Adult content, pornography, escort services, or sexually explicit entertainment;
• Unlicensed money services businesses (MSBs), unlicensed money transmission, or hawala;
• Illegal online gambling not licensed under applicable Canadian law;
• Pyramid schemes, Ponzi schemes, or fraudulent investment programmes;
• Child sexual abuse material (CSAM) or any content exploiting minors;
• Businesses operated by or on behalf of persons or entities subject to Canadian, US, EU, or UN sanctions;
• Counterfeit goods of any kind;
• Drug paraphernalia for illegal substances.

D.2 High-Risk Categories — Require Prior Grandco Approval

The following categories require Grandco's written approval before Reseller submits a Merchant Application. Reseller must disclose the Sub-Merchant's business model in full when requesting approval:

• Licensed cannabis retail (operating under Health Canada or provincial licence);
• Cryptocurrency exchanges and digital asset trading platforms;
• Online pharmacies and supplement/nutraceutical companies selling cross-border;
• Travel agencies, tour operators, and airlines with significant advance deposits;
• Subscription billing with negative option or free trial models;
• Telemarketing businesses with primarily outbound acquisition;
• Credit repair, debt settlement, or debt counselling services;
• Multi-level marketing companies (must demonstrate legitimate product);
• Online gaming with real-money prizes (must be provincially licensed);
• Firearms and regulated weapons dealers (must hold valid Canadian FFL);
• High-volume drop-shipping businesses without physical product inventory.

D.3 Reseller's Obligation to Monitor

Reseller must remain vigilant for signs that an existing Sub-Merchant has changed its business model into a prohibited or high-risk category after onboarding. Where Reseller becomes aware of such a change, it must notify Grandco within two (2) business days. Failure to notify Grandco of a known business model change that results in losses to Grandco or Elavon triggers Reseller's joint and several liability under Section 9.