API Partner & Reseller Agreement

Last updated: July 13, 2026

This API Partner & Reseller Agreement (“Partner Agreement”) is between PaymentEvolution Corporation (“PaymentEvolution”) and the business identified as Partner in an Order Form (“Partner”). It applies when Partner embeds, resells, white-labels or otherwise uses PaymentEvolution APIs for third parties or commercial purposes.

This Partner Agreement forms part of the PaymentEvolution Master Services Agreement (“MSA”) and supplements Schedule F. The Reseller Schedule also applies if Partner directly administers multiple End Client Accounts. Capitalized terms not defined here have the MSA meanings. The hierarchy in MSA section 1.2 applies.

1. Definitions

“End User Terms” means the then-current PaymentEvolution terms and disclosures that apply directly to an End Client or other End User.

“Integration” means Partner’s connection of the PaymentEvolution API to Partner Platform.

“Partner Platform” means Partner’s software identified in the Order Form.

“Production Approval” means PaymentEvolution’s written confirmation that a tested Integration may be used for live End Clients, Personal Information or Transactions. It is not regulatory approval and does not change either party’s legal obligations.

“Wholesale Fees” means the Fees Partner pays under the Order Form.

2. Appointment and license

2.1 Commercial license

Subject to the Agreement, the Order Form and payment of Wholesale Fees, PaymentEvolution grants Partner a limited, non-exclusive, non-transferable license during the term to integrate the approved API into the Partner Platform and make the approved PaymentEvolution functionality available to eligible End Clients.

Partner may sublicense only the user-level access needed for an End Client to use the Integration under End User Terms. Partner may not transfer API credentials, source Documentation or PaymentEvolution technology to an End Client.

2.2 Non-exclusive relationship

The relationship is non-exclusive. Each party may sell directly and work with others, including competitors. Neither party will use the other’s Confidential Information to target the other’s customers in breach of this Agreement.

2.3 Independent contractors; no implied agency

The parties are independent contractors. Partner cannot bind PaymentEvolution or make warranties for it. This Partner Agreement does not appoint Partner as PaymentEvolution’s agent or mandatary for the Retail Payment Activities Act or another law. Any regulated agency appointment requires a separate signed instrument, precisely defined authority and regulatory steps.

3. End Client contracting and onboarding

3.1 Direct acceptance

Before an End Client uses a live Service, Partner must present the End User Terms in a clear, reviewable form and obtain evidence that an authorized End Client representative accepted them directly with PaymentEvolution. Partner may not alter, hide or contradict them. PaymentEvolution may enforce the End User Terms and communicate directly about legal rights, privacy, security, Client Funds, verification, complaints, incidents and continuity.

3.2 Partner terms

Partner may impose its own terms for the Partner Platform, but they must clearly distinguish Partner from PaymentEvolution and cannot:

• reduce an End User’s rights against PaymentEvolution under End User Terms or mandatory law;

• make PaymentEvolution responsible for Partner products, support or promises;

• authorize Partner to receive or hold Client Funds;

• change the status, ownership or safeguarding of Client Funds;

• claim ownership of End Client data contrary to the End Client’s rights; or

• prevent direct contact with PaymentEvolution about the matters in section 3.1.

3.3 Verification and eligibility

Partner will build the required workflow to collect and securely transmit accurate identity, beneficial-owner, business, bank, tax and other compliance information. PaymentEvolution may independently verify, approve, reject, limit or reverify an End Client or Authorized User based on law, risk, credit, fraud or incomplete information. No live money-movement feature may be activated until PaymentEvolution’s required checks are complete.

3.4 Production Approval

Partner must complete documented testing and submit its user journey, disclosures, security design, data flow, error handling, Payment Instruction controls and support process for Production Approval. Approval means only that PaymentEvolution accepted the Integration for production under the Agreement. Partner remains responsible for its Platform and compliance. Material changes to money movement, custody, user contracting, data flow, branding or security require renewed approval.

4. Implementation and branding

4.1 Technical requirements

Partner will follow Schedule F, Documentation, schemas, authentication, versioning, idempotency, webhooks, rate limits and certification requirements. It will maintain skilled personnel, test changes, monitor failures, prevent duplicate instructions and keep reasonable business-continuity procedures. PaymentEvolution will give deprecation notice as stated in Schedule F.

4.2 Attribution

Unless the Order Form includes approved white-label rights, Partner will display “Powered by PaymentEvolution” or approved attribution at the points specified in brand guidance. White-label rights do not permit Partner to conceal a legally required PaymentEvolution identity, payment, privacy, trust or regulatory disclosure.

4.3 Marketing

The Trademark Policy applies. Partner must use accurate approved descriptions and must not say or imply that PaymentEvolution is a bank, offers deposit accounts, guarantees CDIC coverage, is licensed or endorsed by the Bank of Canada, guarantees a Transaction, or provides professional advice. Partner must not describe received funds as In-Transit based only on clearing, an internal hold, a label or the location of an account.

5. Commercial terms

5.1 Wholesale Fees

Partner will pay the platform, per-transaction, per-record, minimum-commitment, implementation and other Wholesale Fees in the Order Form. PaymentEvolution’s system records control usage absent clear error. Partner’s payment obligation is not conditional on collecting from End Clients unless the Order Form expressly says otherwise.

5.2 Retail pricing

Partner sets its own retail pricing independently, subject to Applicable Law. It will clearly identify its own fees and will not misdescribe Client Funds as a fee or take a fee from Client Funds. PaymentEvolution may collect its Fees as stated in the End User Terms or Order Form.

5.3 Reports and audit

Partner will provide required monthly usage and End Client reports. On at least 10 Business Days’ notice, PaymentEvolution may audit records reasonably needed to verify usage, End Client acceptance, branding, payment flows, security and compliance. Immediate narrow review may occur for an active fraud, security, Client Fund or regulatory issue. If an audit finds under-reporting over 5% or a material breach, Partner will pay the deficiency and reasonable audit cost.

6. Support and service management

6.1 Support levels

Unless the Order Form says otherwise:

• Partner provides first-line support for the Partner Platform, user access, configuration and ordinary Integration use; and

• PaymentEvolution provides second-line support to Partner for API availability, PaymentEvolution errors and escalated Transaction issues.

Partner must allow an End User to contact PaymentEvolution directly for privacy, security, Client Funds, legal rights, complaints or suspected fraud. Partner will not tell an End User that direct contact is prohibited.

6.2 Incident coordination

Each party will promptly notify the other of an incident affecting the Integration, End Users, Personal Information or Transactions; preserve evidence; identify an incident lead; and cooperate on containment, notices and remediation. Each party controls notices for its own legal obligations, while coordinating to avoid inaccurate or conflicting statements where law permits.

6.3 Changes and continuity

The parties will use named operational contacts and reasonable release management. PaymentEvolution may suspend an endpoint or End Client for law, security, fraud, payment-network or material breach reasons. Where feasible, it will give notice, scope the suspension and provide a correction path. Suspension does not change Client Fund duties.

7. Financial services and money movement

7.1 PaymentEvolution functions

PaymentEvolution performs the payment functions it provides through the Integration, which may include initiating a transfer, transmitting or facilitating a transfer instruction, and holding end-user funds. PaymentEvolution is responsible for its obligations as a payment service provider for those functions. It is not “solely a data processor” when it performs them.

7.2 Partner’s independent assessment

Partner must obtain its own Canadian legal and regulatory assessment of the Integration and its activities. If Partner independently performs a payment function, Partner is responsible for any registration, operational-risk, incident, safeguarding, reporting, recordkeeping and other obligations that apply to it. PaymentEvolution’s registration does not cover Partner unless a valid statutory exemption or separately documented agency arrangement actually applies.

7.3 Approved payment flow

Transactions must use the payment flow and accounts approved in the Order Form and Production Approval. Partner may not use the API for calculations while routing the related payment through another processor if the Order Form requires PaymentEvolution payment rails. Any permitted alternative must be documented and clearly disclosed to End Users.

7.4 No Partner custody

Partner must not receive, pool, hold, safeguard, settle or route End Client, payer, payee, payroll, premium or remittance funds through an account owned or controlled by Partner. Partner must not withdraw funds from a Safeguarding Account or cause funds to leave it except through a valid Payment Instruction processed under the MSA.

An exception requires a separate written agreement that identifies every payment function, account, beneficial owner, trustee or administrator, safeguarding method, ledger, insolvency-return process, disclosure and legal obligation. Production Approval, white-label permission or API access alone is not such authorization.

7.5 Funds status and disclosures

MSA section 5 exclusively determines whether funds are Pending Funding, Held Funds or In-Transit Funds. Partner’s interface must use the same test and display status accurately. Future-dated, cancellable, prefunded, returned or at-rest funds are Held Funds. Partner must present the trust, interest, timing, return, registration and deposit-insurance disclosures supplied by PaymentEvolution without alteration.

7.6 Payment controls

Partner will use strong authentication, authorization records, segregated roles, payee-change verification, limits, idempotency, anomaly detection, logs and human confirmation appropriate to Transaction risk. It must not create an interface that treats an estimate, draft, AI output or calculation as a submitted Payment Instruction without clear approval.

7.7 Funding loss

An End Client owes rejected, reversed or fraudulent funding as stated in its End User Terms. Partner is responsible only to the extent a loss results from Partner’s unauthorized instruction, breach, negligence, misrepresentation or failure to follow approved controls. PaymentEvolution may require prefunding, limits or other risk controls for an End Client.

8. Data protection and security

8.1 Roles

The DPA applies to Personal Information PaymentEvolution processes for Partner or an End Client. Each party may also independently control information for its Account, billing, security, fraud, legal and regulatory purposes. Partner must accurately describe these roles and provide required notices.

8.2 Data use

Partner may use API data only to provide the approved Integration and its authorized support. It may not sell End Client data, use it for unrelated profiling, combine it for another purpose without lawful authority, or train a general-purpose model on it. Partner will minimize collection and retention and honour End Client access and deletion rights subject to legal retention.

8.3 Security program

Partner will maintain a written security program appropriate to sensitive payroll and financial data, including secure development, code and dependency review, encryption, secrets management, least privilege, multi-factor authentication, logging, vulnerability management, penetration testing, backups, vendor oversight, training and incident response. Partner will remediate material findings within risk-based timelines and provide reasonable assurance information on request.

8.4 Security Incident notice

Partner will notify PaymentEvolution without unreasonable delay, and in any event within 24 hours after confirming, a Security Incident that may affect PaymentEvolution, the Integration, End Clients, Personal Information or Transactions. Initial notice may be incomplete and will be updated. Partner will not name PaymentEvolution in a public statement without consultation unless law requires it.

9. Intellectual property

Each party keeps its existing technology, content, marks and data rights. PaymentEvolution owns the API and Services; Partner owns the Partner Platform excluding PaymentEvolution technology. Each grants the other the limited rights needed to perform the Agreement. Integration feedback may be used under MSA section 7.3.

Partner may not reverse engineer, copy or use PaymentEvolution Confidential Information, API behaviour, Documentation or outputs to create a substantially similar competing payroll or payment product. This restriction does not prevent independent development without use of that material or competition using lawful, independently obtained information.

10. Compliance and records

Each party will comply with Applicable Law for its own activities. Partner will keep End Client acceptance, authority, Payment Instruction, disclosure, integration-change, access, Security Incident, support and usage records for the legally required period. Partner will promptly provide information reasonably needed for PaymentEvolution’s verification, fraud, privacy, retail-payment, sanctions and regulatory duties. Nothing shifts PaymentEvolution’s non-delegable duties to Partner.

Partner will maintain insurance reasonable for its services, scale and risk, which may include commercial general liability, technology errors and omissions, cyber/privacy and crime coverage. Minimum amounts, if any, are stated in the Order Form. Insurance does not limit liability or replace security and compliance duties.

11. Indemnity and liability

The MSA indemnities and liability limits apply. Partner will additionally defend PaymentEvolution against a third-party claim arising from the Partner Platform; Partner’s marketing or retail terms; an instruction outside Partner authority; Partner’s independent professional or payment service; Partner’s infringement; or Partner’s breach of sections 3, 4.3, 7 or 8, and pay damages finally awarded or agreed in an approved settlement. Partner is not responsible to the extent PaymentEvolution caused the claim.

The general cap does not limit PaymentEvolution’s obligation to transfer, return, safeguard or restore Client Funds, and no provision transfers a statutory liability that cannot lawfully be transferred.

12. Term and termination

12.1 Term

The Partner Agreement begins on the Order Form effective date and continues for its stated term. It renews only as the Order Form provides. If no term is stated, it is month-to-month and either party may terminate on 60 days’ notice.

12.2 Cause

Either party may terminate for cause under MSA section 10.3. PaymentEvolution may immediately suspend or terminate live access for fraud, unauthorized Client Fund custody, deliberate regulatory misrepresentation, material data misuse, a critical unresolved security risk or loss of required authority.

12.3 Transition

On notice of termination, the parties will create a transition plan for End Client communications, pending Transactions, Client Funds, data export, credentials and continuity. Partner will stop new sales by the stated date, preserve End Client access, remove PaymentEvolution calls and marks after transition, and provide required records. PaymentEvolution may offer End Clients direct service or an alternative integration to prevent disruption, but will respect any express non-solicitation term in the Order Form except where an End Client requests contact or legal, security, Client Fund or continuity needs require it.

Termination does not cancel End User Terms, change beneficial ownership or funds status, or end safeguarding, return, privacy, security, recordkeeping or incident obligations. The provisions that need to survive will do so.

13. General

MSA section 11 applies. This Partner Agreement, Schedule F, the DPA and the Order Form are the entire agreement about the Integration. An Order Form may override this Partner Agreement only as permitted by MSA section 1.2 and may not override End User acceptance, Client Fund protections, privacy roles, regulatory responsibility or Applicable Law.