World XChange, Inc.

AFFILIATE AGREEMENT

Effective Date: 2025-10-07

This Affiliate Agreement (“Agreement”) is made and entered into effective as of the Date shown above by and between YOU and World XChange, Inc.

World XChange (“WXC”) has developed, markets, and provides World XPayTM (“XPay”, a secure payment solution), World XCardTM (“XCard” a virtual credit card brand), payment processing services, and other complementary products to customers directly and through third-party partners, collectively referred to as WXC Solutions. Company markets and provides its own solutions to its customers, directly and through third-party partners, and wishes to market WXC Solutions to the Company’s customers.

The parties mutually agree to enter into this Agreement under the terms and conditions provided herein and defined and agreed to in the attached Addendum's.

1. SCOPE OF AGREEMENT
1.1. Scope of Agreement The Agreement Agreement sets forth the terms and conditions upon which WXC appoints Company to market or resell specific WXC Solutions, as further defined in the Addendum's attached to this Agreement, and upon which Company agrees to commit reasonable commercial efforts to market WXC Solutions to its Sub-Resellers (if any) and Customers.

1.2. Restrictions and Conditions Company’s right to market WXC Solutions is expressly subject to the following restrictions and conditions:

a. Company’s marketing and resale rights granted under this Agreement shall extend to Sub-Resellers, if any.

b. This Agreement and Company’s marketing or resale rights do not extend to any other products, services, or solutions which are not specified in the Addendums or an Addendum to this Agreement or which are offered by WXC, its parent, subsidiary, or affiliated companies to Company or its Sub-Resellers or Customers generally, including but not limited to any other WXC products or solutions in which WXC has integrated, embedded all or part of the WXC Solutions functionality as an integral part of another WXC Solution.

c. The marketing or resale rights granted to Company are personal to Company and may not be extended by Company to any parent, subsidiary, or affiliated entity of Company without WXC’s prior written approval and modification of this Agreement to address legal and business requirements relating to the authorized conduct of marketing activities with respect to WXC Solutions through Company’s parent, subsidiary or affiliated entity.

d. Unless otherwise noted in an Exhibit, without WXC’s prior written consent, Company may not contract to provide a WXC Solution directly to then-current WXC customers (including WXC’s subsidiaries, affiliates, or partners) who already have purchased WXC Solutions. Any offering of WXC Solutions to existing WXC customers or WXC partners with WXC consent shall not be on retail price terms lower than in WXC’s or WXC partner’s existing agreement with such customer.

1.3. Non-exclusivity of Relationship This Agreement is non-exclusive in nature. Each Party retains the unrestricted right to enter into agreements and arrangements with other solutions providers and partners to source, market, solicit, secure and deliver solutions business with customers or to source competing solutions from other solutions providers, without any liability or accounting to the other Party.

1.4. Sales and Marketing by and through Company’s Sub-Reseller Channel WXC and Company acknowledge that Company may desire to utilize a network of Sub-Resellers to market and present its company solutions to customers and that Company may plan to market and resell WXC Solutions through its Sub-Reseller Channel. All compensation payable by WXC and/or WXC partners to Company under the terms of this Agreement or an Addendum to this Agreement shall be paid directly by WXC and/or WXC partner directly to Company. WXC and/or WXC partner shall have no obligation or liability to pay compensation to any Sub-Reseller who has participated in the sales order or contract solicitation process. Company alone shall be responsible for paying its Sub-Reseller for any share of the sales compensation received by the Company from WXC and/or WXC partners. In the event WXC does consent to the use of a Sub-Reseller channel, Company shall be responsible for:

a. communicating all of the requirements, responsibilities, and obligations assumed by Company under this Agreement to its Sub-Resellers and ensuring that its Sub-Resellers follow these requirements, responsibilities, and obligations in their respective marketing activities relating to the WXC Solutions;

b. ensuring that each Sub-Reseller is legally bound in a written agreement to honor and protect the confidentiality of Confidential Information owned by WXC and its licensors, which WXC or Company discloses to the Sub-Reseller. WXC and its licensors shall be deemed to be a third-party beneficiary of such written agreements between Company and its Sub-Resellers for the sole purpose that WXC and its licensors may enforce its rights directly against Sub-Resellers if WXC deems that Action is necessary to protect the Confidential Information of WXC and its licensors;

c. upon WXC’s request, providing to WXC information regarding one or more specific Sub-Resellers whom Company has authorized to market the WXC Solutions to Customers; and

d. securing promptly all written agreements, authorizations, consents, and other documentation from its Sub-Resellers and their Customers required in this Agreement.

1.5. Facilities and Staff Company represents that, within a reasonable time following the Effective Date of this Agreement, it will establish and maintain the experience, skills, and resources required to carry out its reseller appointment as described in this Agreement and will extend similar requirements to each of its Sub-Resellers who will be marketing, sublicensing, reselling and supporting the WXC Solutions. Company will establish and implement appropriate internal training for its staff to create and maintain expertise in and knowledge about the WXC Solutions.

1.6. Technical Collaboration If any particular software program coding or interface development work is required to achieve interoperability of the WXC Solutions with the Company Solutions: arrangements pertaining to such distinctive technical support and development work shall be documented and agreed to in an Addendum to this Agreement and shall be executed by both parties in writing.

2. PRICING AND PAYMENT
2.1. Fees. Due to the types of products, services, and solutions being provided, fees may be collected and due and payable by WXC to Company (an example being Interchange Fees) or due and payable by Company to WXC. All pricing, invoicing, and payment attributes of this Agreement are included in each Exhibit and are specific to the products, services, or solutions made a part of said Exhibit.

3. CONFIDENTIAL INFORMATION
3.1. Confidentiality.

a. The Receiving Party shall:

i. use such Confidential Information only for the purposes for which such disclosure was made, but in no event for any purpose competitive with the business of the Disclosing Party;

ii. restrict dissemination to employees, Sub-Resellers, and contractors on a need-to-know basis and only to those employees and Sub-Resellers who have agreed to nondisclosure requirements as protective of the Disclosing Party’s Confidential Information as of its own and who shall use the Confidential Information only to the extent reasonably necessary to fulfill the purposes of this Agreement;

iii. prohibit dissemination and disclosure to third-parties, except to the extent expressly authorized to do so by this Agreement;

iv. guard such Information against disclosure with the same degree of care the Receiving Party applies to its own Confidential Information of a similar nature and importance, but applying no less than a standard of reasonable care; and

v. refrain from modifying, altering, moving, adapting, divulging, copying, publishing, disseminating, or disclosing, for any purpose whatsoever, any of the Disclosing Party’s Confidential Information to any other person or entity, except as specifically authorized to do so by this Agreement.

b. The Receiving Party acknowledges that the Confidential Information of the Disclosing Party contains valuable trade secrets and other proprietary property or non-public Information of the Disclosing Party and that any such Confidential Information is and will at all times remain the sole and exclusive property of the Disclosing Party.

c. The Receiving Party shall not allow the removal or defacement of any confidentiality or proprietary notice placed on the Disclosing Party’s Confidential Information. The placement of copyright notices on Confidential Information will not constitute publication or otherwise impair its confidential nature.

3.2. Authorized Use The Receiving Party shall use the Confidential Information exclusively to perform its responsibilities under this Agreement. Except as specifically authorized in this Agreement, the Receiving Party shall not copy or disseminate the Confidential Information outside its organization without the Disclosing Party’s written approval. The Receiving Party may reproduce the Disclosing Party’s or its licensors’ confidentiality and proprietary notices, provided the copies are marked as Confidential Information on all such documents. Neither Party shall translate, modify, adapt, create derivative works from, decompile, disassemble or reverse engineer any software component of the Confidential Information unless authorized by the Disclosing Party in writing or according to applicable law.

3.3. Disclosure. The Receiving Party shall not disclose, in whole or in part, the Confidential Information to any third party, except to:

a. Sub-Resellers and Customers solely to the extent reasonably necessary and appropriate to support the sales, marketing, and support process and requirements described in this Agreement;

b. Receiving Party’s employees, Re-Sellers, and contractors who need to know the Confidential Information, require access to perform the Receiving Party’s obligations under this Agreement and have been contractually bound by the Receiving Party to protect and not wrongfully use or disclose the Disclosing Party’s Confidential Information on terms materially the same as those provided in this Confidentiality Section;

c. Manufacturers, distributors, dealers, developers, and owners of Third-Party Processing Services, Third-Party Software, or third-party licensors of intellectual property, technology, or content incorporated in the Processing Software; to the extent the disclosure is reasonably necessary or contractually required for WXC to fulfill its responsibilities to that Party concerning its solutions. WXC shall ensure that the third-party is contractually bound to honor and protect the Confidential Information which is disclosed to it, on terms reasonably consistent with the obligations provided in this Confidentiality Section;

d. A court, regulatory agency, or other government authority, to the extent that the Receiving Party is legally required to make the disclosure; or

e. Any other party performing a role in the electronic payment processing ecosystem concerning Customer Data and Confidential Information included in or relating to the transactions processed by WXC.

With respect to disclosures of Confidential Information to Sub-Resellers and Customers: before disclosing any of the Disclosing Party’s Confidential Information, the Receiving Party shall first require the execution of a Confidentiality Agreement or include confidentiality provisions in its written agreement with that Party that contains confidentiality provisions and restrictions which are materially the same as the confidentiality obligations assumed by the Receiving Party under this Confidentiality Section.

3.4. Unauthorized Use or Disclosure If an unauthorized use or disclosure occurs by the Receiving Party or a Sub- Agent or a Sub-Reseller or Customer with whom the Receiving Party has executed a Confidentiality Agreement, the Receiving Party shall promptly notify the Disclosing Party and take, at the Receiving Party’s expense, all steps which are necessary to recover the Confidential Information and to prevent its subsequent unauthorized use or dissemination, including availing itself of actions for seizure and injunctive relief. If the Receiving Party fails to take these steps in a timely and adequate manner, the Disclosing Party may take appropriate steps to pursue this action in its own name.

4. REPRESENTATIONS AND WARRANTIES
4.1. Due Authorization. Each Party represents and warrants to the other that (a) it has taken all corporate action necessary for the authorization, execution, and delivery, and performance of this Agreement, (b) no agreement or understanding with any third party that may prevent, prohibit, or substantially hinder its performance of its obligations under this Agreement; and (c) it shall comply with all laws, regulations and industry rules that apply to its performance of this Agreement and shall, at its own expense, obtain and maintain any governmental or industry authorizations, registrations and filings that may be required to execute or perform this Agreement.

4.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR REQUIRED BY LAW OR INDUSTRY RULES, NEITHER PARTY MAKES ANY WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES, AND GUARANTEES TO THE OTHER PARTY CONCERNING ITS PERFORMANCE UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5. INDEMNIFICATION
5.1. Company’s Indemnification Obligations Company shall indemnify and defend WXC for Losses from third-party claims against WXC arising out of or in connection with:

a. A claim that, during the term of this Agreement, the Company Solutions infringe on any valid United States copyright, patent, trademark, trade secret, or other proprietary right of any entity or individual;

b. Any combination of the Software or Processing Services with any other non-WXC software or services by Company or its Sub-Reseller; any unauthorized installation, use, access, copying, reproduction, and/or distribution of any portion of Third-Party Software by Company, its Sub-Reseller, or any service provider providing services to Company or its Sub-Reseller; any modification of the Software by Company, its Sub-Reseller or any third-party; Company’s or its Sub-Reseller’s failure to implement corrective or updated software promptly; or Company’s or its Sub-Reseller’s use of the Software or Processing Services not in compliance with its Documentation;

c. Any actions or omission of actions by Company, its employees, agents or contractors, or its Sub-Reseller in connection with Company’s performance of the activities contemplated under this Agreement

d. The disclosure of Confidential Information by Company or its Sub-Reseller in violation of this Agreement; or

e. Company or its Sub-Reseller has failed to comply with laws, regulations, and/or industry rules (to the extent applicable to Company or its Sub-Reseller).

5.2. WXC’s Indemnification Obligations WXC shall indemnify and defend Company for Losses from third-party claims against Company that, during the term of this Agreement, the Software or Processing Services, owned by WXC, infringe any valid United States copyright, patent, trademark, trade secret, or other proprietary right of any entity or individual. If Company is enjoined or otherwise prohibited from using any such Software or Processing Services as a result of, or in connection with, any claim described in this Section. WXC shall, at its sole expense and its sole option, promptly (a) procure for Company the right to continue to use such Software or Processing Services, (b) modify such Software or Processing Services so that it becomes non-infringing, without substantially diminishing the form, features, functionality, or performance of the Software or Processing Services, or (c) replace such Software or Processing Services with Software or Processing Services that are non-infringing, with materially equivalent features, functionality, and performance. If WXC cannot procure, modify, or replace the Software or Processing Services involved within a reasonable period of time. WXC may terminate Company’s right to use, market, and resell such Software or Processing Services after giving Company advance notice, if possible under the circumstances. Upon this termination, WXC shall pay a refund to Company calculated as follows: an amount equal to the fees paid by Company for the Software or Processing Services involved but only the fees that Company has actually paid for such services rendered during the previous three (3) months. THE PROVISIONS OF THIS SECTION STATE WXC’S ENTIRE LIABILITY AND COMPANY’S EXCLUSIVE REMEDY FOR WXC’S INFRINGEMENT OR CLAIMED INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

5.3. Third-Party Processing Services and Third-Party Software. Notwithstanding Section 5.2, WXC does not provide indemnification or accept responsibility for any Third-Party Processing Services or Third-Party Software provided under this Agreement.

6. LIMITATIONS OF LIABILITY
6.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

6.2. EXCEPT FOR THE INDEMNIFICATION LIABILITY STATED IN THE INDEMNIFICATION PROVISIONS ABOVE OR IN A SOLUTION SECTION, IN NO EVENT SHALL WXC’S AGGREGATE LIABILITY FOR ACTUAL, DIRECT DAMAGES INCURRED BY COMPANY IN ALL CAUSES OF ACTION ARISING AGAINST COMPANY UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF COMPENSATION PAID BY COMPANY TO WXC UNDER THIS AGREEMENT DURING THE 12 CALENDAR MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE CAUSE OF ACTION AROSE.

7. OWNERSHIP OF INTELLECTUAL PROPERTY RIGHTS
7.1. Ownership All intellectual property rights in or related to a party’s respective solutions, services, and Confidential Information are, and will remain, the exclusive property of that Party and its licensors. Neither Party shall take any action that jeopardizes the proprietary ownership rights of the other Party nor acquire any right in or to the other Party’s solutions, services, nor Confidential Information of the other Party, except for the rights expressly granted to that Party in this Agreement or an Addendum to this Agreement. Unless otherwise agreed by WXC in writing on a case-by-case basis, WXC and its licensors will own all rights in any copy, translation, modification, adaptation, or derivative work of the Processing Services, Software, or Confidential Information owned by WXC and its licensors, including any customization, improvement or development thereof created by or for Company. Without limiting the preceding, the work product of all custom solution engineering work performed by WXC, including but not limited to any software program interfaces created by WXC to establish interoperability between the WXC Solutions and the Company Solutions, shall be and remain the exclusive property of WXC and its licensors. The Company Solutions and any intellectual property provided by Company to WXC to assist WXC in its performance of the custom solution engineering work shall be and remain the exclusive property of Company and its licensors.

8. TERM AND TERMINATION
8.1. Term The initial term of this Agreement will commence on the Effective Date shown on page 1 of this Agreement and continue for the term specified in Addendum A unless earlier terminated as provided below. This Agreement will automatically renew for subsequent annual terms unless either Party gives written notice of non-renewal of this Agreement no later than 120 days before the expiration of the then-current term.

8.2. Termination for Cause Either Party may terminate an Addendum and/or this Agreement in its entirety at any time upon written notice to the other Party, based on the occurrence of any of the following events:

a. A material breach of this Agreement is committed by the other Party, which has not been cured to the reasonable satisfaction of the non-breaching Party within 30 days following delivery of a written notice of the breach to the breaching Party;

b. Either Party becomes insolvent, enters into suspension of payments, moratorium, reorganization, or bankruptcy, makes a general assignment for the benefit of creditors, admits in writing its inability to pay debts as they mature, suffers or permits the appointment of a receiver for its business or assets, or avails itself of or becomes subject to any other judicial or administrative proceeding that relates to insolvency or protection of creditors’ rights, any of which in the other Party’s reasonable judgment impairs the ability of the affected Party to perform its responsibilities under this Agreement;

c. Either Party commits any act of misrepresentation, dishonesty or fraud or a criminal act in relation to its responsibilities under this Agreement;

d. Either Party ceases regular business operations; or

e. A direct competitor of one Party acquires a controlling ownership interest in the other Party.

8.3. Termination for Failure to Integrate If Company is integrating the Company’s Solutions with the WXC Solutions and does not complete the integration within six months or within an different agreed date set forth in writing, of the Effective Date of this Agreement. WXC shall have the right to terminate the Addendum related to the WXC solution being integrated with and/or this Agreement in its entirety by giving Company a 30-day written notice of such termination.

8.4. Termination for Convenience After completing the initial term of this Agreement, either Party may exercise the right to terminate an Addendum and/or this Agreement in its entirety without cause and for its convenience by giving the other Party at least 120 days prior written notice of such termination.

8.5. Modification or Withdrawal of WXC Solutions Due to Legal or Regulatory Concerns WXC reserves the right, upon written notice to Company, to modify, suspend or cease providing one or more WXC Solutions if continuing to provide such Solutions would be illegal or reasonably likely in WXC’s sole discretion to cause material legal or regulatory liability for WXC.

8.6. Wind-Down of Relationship Upon Termination Upon termination or expiration of this Agreement for reasons other than legal or regulatory concerns as described in Section 8.5, the parties shall reasonably cooperate in winding down the activities contemplated by this Agreement. Within 30 days following the Effective Date of termination or expiration, each Party shall return all copies of the other Party’s Confidential Information and purge from its computer systems, storage media, and other files all copies of the Confidential Information in its possession.

9. AUDIT AND INSPECTION
9.1. Company shall keep and maintain accurate records of its activities and sales transactions conducted under this Agreement, including a current list of Customers to whom Company has provided sales quotations, RFP responses, and related documentation. During the term of this Agreement and for two years after termination or expiration of this Agreement, WXC or its audit representatives, at their own expense may, once each calendar year, upon reasonable prior written notice to Company, audit and inspect the agreements and business records of Company relating to transactions conducted under this Agreement to verify Company’s compliance with this Agreement. This audit and inspection shall be conducted during regular business hours and limited only to items that directly relate to the Company’s obligations under this Agreement. While conducting an audit and inspection, WXC and its representatives will be entitled to photocopy and retain any item that Company may possess that documents a violation of this Agreement for evidentiary purposes.

10. GENERAL PROVISIONS
10.1. Insurance. At its own expense, each Party shall maintain sufficient insurance to protect itself from claims for damages, injuries, or death arising from its performance of this Agreement.

10.2. Relationships; Third-Party Beneficiaries The parties are independent contractors and have no legal right or authority to make any binding commitments on behalf of each other. Each Party is responsible for providing insurance, worker’s compensation, and other benefits to its own personnel. Nothing in this Agreement creates any third-party beneficiaries.

10.3. Subcontractors. WXC may use subcontractors at its discretion. WXC is responsible for the performance of its subcontractors to the same extent as if WXC itself performed the Activity itself.

10.4. Non-Solicitation. Throughout the term of this Agreement and for a period of one year after that, neither Party shall proactively and directly solicit for employment any of the personnel of the other Party who have been directly involved in work performed under this Agreement, without the prior written consent of the other Party. This restriction will not apply to the employment of the other Party’s personnel that results from general employment search vehicles or employment notices or solicitations published publicly (e.g., through corporate website postings or employment advertisements).

10.5. Publicity and Marketing Efforts. Neither Party shall issue any press release, public endorsement, public announcement, or other public statement arising out of or relating to this Agreement or the relationship of the parties without the prior written consent of the other Party. Company acknowledges and agrees that this Agreement does not include any rights to participate in any WXC events, trade shows, or other marketing efforts. Any such requests must be mutually agreed upon in a separate agreement.

10.6. Trademarks Each Party agrees that it will not use the names, trademarks, or service marks (“Marks”) of the other Party in any medium or manner beyond the rights expressly granted herein, without the prior written consent of the other Party. Each Party agrees it will not use the other Party’s Marks in a manner that misappropriates or infringes any third party’s intellectual property rights or which may reasonably be anticipated to diminish the value of a Mark or the owning Party’s rights therein. Without limiting the preceding, Company shall only use the WXC Marks according to the WXC Trademark Usage Guidelines currently in effect or as amended from time to time.

10.7. Notice Any notice required under this Agreement must be in writing and is deemed received on the business day after (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service, (b) sent by facsimile with confirmation of transmission by the transmitting equipment, or (c) received or rejected by the addressee if sent by certified mail, return receipt requested, in each case to the addresses or facsimile number and marked to the attention of the person (by name or title) designated on the signature page (or to another address, facsimile number, or person as a party may designate by notice to the other Party). Company shall also deliver a copy of any notice to the attention of WXC’s Legal Department: legal@world-xchange.com.

10.8. Drafting References to sections, subsections, and addendums refer to the sections, subsections, and addendums of this Agreement. References to a particular section of this Agreement refers to all of its subsections. All provisions of this Agreement will be construed as consistent with one another whenever possible. Whenever the context requires, the singular number will include the plural and vice versa, and any gender will include both genders, irregardless of any other claimed gender. The words “include,” “includes,” “included,” and “including” and variations are terms of inclusion without limitation. The captions and headings are for convenience only and will not affect the interpretation of this Agreement. The parties have jointly negotiated and drafted this Agreement. No presumption or burden of proof will favor or disfavor either Party by virtue of authorship.

10.9. Severability If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, void, or unenforceable, the remainder of this Agreement will continue in full force and effect, and the application of the provision to other persons or circumstances will be interpreted to reasonably effect the intent of the parties

10.10. Force Majeure Except for delays or failures caused by the negligent act or omission of either Party, and except for the payment of amounts due under this Agreement, any delay in or failure of performance by either Party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any occurrence beyond the reasonable control of such Party including, but not limited to, acts of God, acts of terrorism, power outages, failures of the Internet, provided that the Party affected by such event shall immediately begin or resume performance as soon as practicable after the event has abated. Excusable delays do not include lockout, shortage of labor, lack of or inability to obtain raw materials, fuel, or supplies, or any other industrial disturbance. If the Party experiencing the force majeure event cannot resume performance within ten (10) business days after the force majeure event has commenced. The other Party shall have the right to terminate this Agreement immediately upon written notice to the Party experiencing the force majeure event.

10.11. Governing Law; Venue This Agreement is governed by and will be construed in accordance with the laws of the State of Colorado without reference to its conflict of law provisions. The United Nations Convention on Contracts in the International Sale of Goods shall not apply to this Agreement. Customer consents to jurisdiction and venue of all state and federal courts located in the State of Colorado waive notice and service of process and agrees that valid service of process in any Colorado court proceeding is confirmed upon notice.

10.12. Survival All provisions in this Agreement which by their nature and intent should survive expiration or termination, including, but not limited to, Pricing and Payment, Indemnification, Limitation of Liability, Confidential Information, Ownership of Intellectual Property Rights, Audit and Inspection, and Non-Solicitation, will survive the expiration or termination of this Agreement.

10.13. Time Limitation on Cause of Action No action arising out of this Agreement may be brought by Company or WXC more than one (1) year after the cause of Action has occurred. The prevailing Party in any litigation conducted in relation to this Agreement will be entitled to recover its reasonable attorneys’ fees from the other Party.

10.14. Entire Agreement This Agreement supersedes all prior agreements and understandings, both written and oral, between the parties concerning the subject matter and contains the entire agreement between the parties with respect to the subject matter.

10.15. Assignment This Agreement binds and benefits the parties and their successors and assigns and may not be assigned or transferred by Company voluntarily, involuntarily, or by operation of law without the written consent of WXC.

10.16. Waiver Waiver of any provision of this Agreement is not a waiver of any other provision, nor is a waiver of any breach of this Agreement construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.

10.17. Amendments Unless otherwise expressly provided in this Agreement, this Agreement can be modified or altered only by a written instrument that specifically references this Agreement and is signed by a corporate officer of both parties. No handwritten changes or other manual changes made to the face of this Agreement will be effective, whether or not initialed or signed by one or more parties.

10.18. Signatures. Manual or electronic signatures may execute this Agreement in counterparts, which are each an original document.

11. DEFINITIONS
The following terms used in this Agreement shall have the meanings ascribed below:

• AML: Anti Money Laundering
• Company Solutions: products and services offered by Company to its customer independent of and apart from WXC products and services.
• Confidential Information: as the context requires the following, whether disclosed orally or in writing or by any other media: (a) the terms of this Agreement, all Information and materials provided by either Party to the other Party for its use in performing in its responsibilities under this Agreement, including but not limited to Information relating to the business, products, processing services, technology and systems of the other Party; Documentation; the intellectual property, computer programs, code, algorithms, schematics, data, know-how, processes, ideas, and inventions of the other Party or its licensors; names and expertise of employees and consultants; audit reports; and all Information and data relating to Customers, including Customer Data; and other technical, business, financial, customer and product development plans, forecasts, strategies, and Information; (b) the trade secrets contained in WXC Solutions and Company Solutions, respectively, and (c) all Information and materials, including customer and consumer non-public personal information and data, provided by a Customer to WXC or Company, which is covered by a written agreement and obligation of confidentiality. Confidential Information shall not include information which: (i) is in or (through no improper action or inaction by the Party receiving the Information (the “Receiving Party”) or any employee or agent thereof enters the public domain; (ii) was rightfully in its possession or known by the Receiving Party prior to receipt from the Party disclosing the Information (the “Disclosing Party”); (iii) was rightfully disclosed to the Receiving Party by another person without restriction; (iv) was independently developed by or for the Receiving Party without access to and use of any Confidential Information of the disclosing Party; or (v) is disclosed as legally required according to a court or regulatory agency order or subpoena, provided that the Disclosing Party is first given a reasonable opportunity to seek a protective order or other legal means for prohibiting or restricting the disclosure of its Confidential Information without appropriate confidentiality obligations.
• CTF: Counter-Terrorism Financing.
• Customer: a customer of Company, its Sub-Reseller whose primary location is within the scope of the Territory and acquires WXC Solutions from WXC under this Agreement for use.
• Customer Data: all data generated by and/or relating to Customers, including without limitation: (a) the customer’s name, e-mail address, postal or street address, employer identification number, social security number, passport number, Date of birth, driver’s license number (if applicable), zip or postal code; (b) the Information used by a Customer to open and access its account with its financial institution, such as user identification and a password; and (c) the financial data, user preferences, or other personal information specific to a Customer’s account.
• Disclosing Party: the Party disclosing Confidential Information to the other Party.
• Documentation: collectively, all installation and operating instructions and procedures, end-user manuals, training materials, guides, functional and technical specifications relating to the WXC Solutions, and sales or marketing materials relating to the WXC Solutions, provided to Company in writing, including any revisions or additions to the preceding.
• Effective Date: the effective date of this Agreement, as indicated on the first page of this Agreement.
• KYC: Know Your Client (Customer).
• Loss: any of the following, directly incurred by a party: losses, liabilities, damages, claims, costs, expenses, and reasonable attorney fees actually paid to a third party.
• Mark: a trademark, service mark, trade name, logo, or any other similar mark or identification of a party’s ownership of its product, material, or service or related to its business. Applies whether legally registered or not.
• Processing Services: the types of WXC processing services or service offerings identified in the Addendums or Schedules to this Agreement, whether hosted by WXC or a WXC partner or third-party service provider, covered by this Agreement.
• Processing Software: the XPay processing solution.
• Professional Services: installation, implementation, consulting, training, and customization services WXC sells and provides.
• Receiving Party: the Party to whom Confidential Information is disclosed.
• Sanctions List: any list of individuals or businesses prohibited by government authorities from doing business in the Company’s or WXC business location.
• Software: as the context requires, the software programs (a) owned by WXC and its licensors and provided by WXC with or incorporated as part of the Processing Services or (b) licensed as separate standalone software products to Company and its Sub-Resellers and Customers and identified in the Addendums or an Addendum to this Agreement as being covered by this Agreement.
• Solution Section: each segment of an Addendum that describes a WXC Solution subject to this Agreement, with the associated terms and conditions applicable to the WXC Solution.
• Sub-Reseller: a third-party partner located in the Territory, who has been authorized in writing by WXC and Company to market, sublicense or resell Company Solutions to Customers located in the Territory.
• Territory: the geographical regions, market segments, and/or types of Customers identified in this Agreement which Company is authorized to market, resell, and support the WXC Solutions in conjunction with the Company Solutions.
• Third-Party Processing Services: processing services that originate from a third-party service provider and are used in conjunction with the Processing Services provided by WXC under this Agreement.
• Third-Party Software: a software product that is owned by a third-party and is licensed to Company or its Sub-Resellers or Customers for use in conjunction with the WXC Solutions
• WXC Solutions: the solution set comprised of any combination of Processing Services, Third-Party Processing Services, and Software, which are identified in the Addendum's or a Schedule to this Agreement, which are covered by this Agreement.
• XCard: the short name of the trademarked World XCard virtual card brand used like a debit, prepaid, secured, credit, or charge card.
• XPay: the short name of the trademarked World XPay proprietary payment solution.

Independent Sales Organization (ISO)

ADDENDUM B1