Reseller Schedule

Last updated: July 13, 2026

This Reseller Schedule is between PaymentEvolution Corporation (“PaymentEvolution”) and the accountant, bookkeeper, payroll bureau, advisor, managed-service provider or other business accepted into PaymentEvolution’s reseller program (“Reseller”). It forms part of the Master Services Agreement (“MSA”). Capitalized terms not defined here have the MSA meanings.

This Schedule governs Reseller activity. The MSA continues to govern general matters, each End Client is directly bound by its own Agreement with PaymentEvolution, and the document hierarchy in MSA section 1.2 applies.

1. Definitions

“End Client” has the MSA meaning and, in this Schedule, refers to a third-party business, unrelated to Reseller, that receives or benefits from Services administered by Reseller.

“End Client Agreement” means the then-current MSA, applicable Service Schedules, DPA and Order Form accepted by an End Client.

“Professional Advisor” means an accountant, bookkeeper, payroll, HR or similar advisor with administrative or high-privilege access to an End Client Account.

“Reseller Administrator” means an Authorized User whom Reseller permits to administer one or more End Client Accounts.

2. Appointment and relationship

2.1 Non-exclusive appointment

PaymentEvolution appoints Reseller, and Reseller accepts appointment, on a non-exclusive basis to market, resell and administer the Services identified in the Reseller Order Form. Neither party is restricted from working with others, including competitors of the other, unless a signed Order Form states a narrow, lawful exception.

2.2 Independent businesses

The parties are independent contractors. Reseller is not PaymentEvolution’s employee, franchisee, partner, fiduciary, agent or mandatary and cannot bind PaymentEvolution, accept legal process for it, change its terms, make guarantees on its behalf, or represent that PaymentEvolution supervises Reseller’s professional services.

This commercial appointment does not appoint Reseller as PaymentEvolution’s agent or mandatary for the Retail Payment Activities Act. Any such appointment requires a separate written agreement, inclusion in regulatory records where required, and expressly defined authority.

2.3 End Client relationship

Each End Client must accept its End Client Agreement directly before using a Service. Reseller may facilitate acceptance but may not accept for an End Client unless the End Client has expressly authorized the specific individual to bind it. PaymentEvolution may enforce the End Client Agreement directly. Reseller’s own engagement with an End Client must be consistent with, and cannot reduce, PaymentEvolution’s rights or the End Client’s statutory protections.

3. Professional-advisor and multi-client access

3.1 When this Schedule is required

PaymentEvolution may require a Professional Advisor who administers more than one unrelated End Client, or otherwise operates like a reseller, to enroll in the reseller program and accept this Schedule. If the advisor does not enroll, PaymentEvolution may restrict multi-client privileges while preserving each End Client’s direct access and pending payment rights.

3.2 Roles and permissions

Reseller will ensure that each Reseller Administrator uses role-based access, least privilege, unique credentials and multi-factor authentication where offered. Reseller will give access only to trained personnel with a need to know, review permissions regularly, and remove a Reseller Administrator’s access promptly when authority ends. Credential sharing is prohibited.

3.3 Authority and conflicting instructions

Reseller must have written authority from each End Client defining the Services, users and actions it may take. PaymentEvolution may rely on an instruction submitted through authorized Reseller credentials until it receives notice that authority ended. If verified End Client and Reseller instructions conflict, the End Client’s instruction prevails, subject to Applicable Law and a Transaction already irrevocable.

4. Reseller rights

Subject to the Agreement, Reseller may:

• market the approved Services accurately;

• create or administer End Client Accounts through supported reseller tools;

• bundle the Services with Reseller’s own professional services;

• charge End Clients for Reseller’s own services; and

• use approved PaymentEvolution marks under the Trademark Policy.

Reseller may not white-label, embed, sublicense or commercially integrate an API unless an API Partner & Reseller Agreement and Order Form expressly permit it.

5. Reseller obligations

5.1 Accurate representation

Reseller must use current approved descriptions and clearly distinguish the parties’ roles. Reseller must not say or imply that:

• Reseller owns or operates the PaymentEvolution platform;

• PaymentEvolution provides legal, tax, accounting, HR or insurance advice unless an identified qualified professional separately does so;

• Bank of Canada registration is a license, approval, guarantee or endorsement;

• an Account is a bank or deposit account or has guaranteed CDIC coverage;

• funds are safeguarded when they are not, or are In-Transit merely because they are pending, clearing or subject to a hold; or

• PaymentEvolution guarantees a payment, tax outcome, Service availability or End Client eligibility beyond the Agreement.

5.2 End Client onboarding

Before activating an End Client, Reseller will:

1. identify the End Client and authorized signer;

2. give the End Client access to the current End Client Agreement, Privacy Policy and relevant disclosures;

3. obtain and keep evidence of authority and acceptance;

4. collect and transmit accurate business, beneficial-owner, bank and compliance information requested by PaymentEvolution; and

5. ensure the End Client controls at least one administrator account unless PaymentEvolution approves another documented model.

PaymentEvolution may independently verify and accept or reject an End Client. Rejection based on law, risk, incomplete information or eligibility is not a breach.

5.3 Accuracy, review and notices

Reseller will submit accurate, complete and timely information, review payrolls, payments, filings and reports within the End Client authority, and promptly notify PaymentEvolution and the End Client of a suspected error. Reseller will forward relevant bank, government, court and tax notices without delay. These obligations do not transfer PaymentEvolution’s own duties or relieve the End Client of its responsibilities.

5.4 Support

Unless an Order Form says otherwise, Reseller provides first-line support for Account setup and ordinary use. PaymentEvolution supports Reseller on platform operation and incidents. Reseller must not prohibit an End Client or individual from contacting PaymentEvolution about privacy, security, Client Funds, legal rights, complaints or suspected fraud.

5.5 Conduct

Reseller will act honestly and professionally, comply with Applicable Law and professional rules, avoid deceptive or high-pressure practices, disclose material conflicts and compensation as required, and not discriminate, retaliate or misuse access. Reseller must not make its services appear mandatory when an End Client may deal directly with PaymentEvolution.

6. Payment activity and Client Funds

6.1 PaymentEvolution’s role

PaymentEvolution performs the payment functions identified in the End Client Agreement and is responsible for its own obligations as a payment service provider. Reseller is responsible for assessing whether any activity it independently performs makes it a payment service provider or otherwise regulated. Reseller must obtain its own advice, registration and controls where required.

6.2 No Reseller custody or routing

Reseller must not receive, pool, hold, safeguard, settle, redirect or route End Client, employee, payee or government-remittance funds through an account owned or controlled by Reseller. Reseller must not insert itself as payer or payee merely to collect or forward funds. All funding must follow the approved PaymentEvolution flow shown to the End Client.

An exception requires a separate written agreement that identifies the payment functions, account ownership, flow of funds, beneficial owners, safeguarding method, ledger, disclosures, insolvency treatment and each party’s regulatory obligations. Commercial approval alone is not enough.

6.3 Instructions

Reseller may submit Payment Instructions only within written End Client authority. It must use approvals, segregation of duties, payee-change verification, amount limits and audit logs proportionate to risk. Reseller may not change a payment date or status label to avoid safeguarding or other legal requirements.

6.4 Funding losses

Reseller is not automatically liable for an End Client’s NSF or fraud merely because it is the Reseller. Reseller is responsible to the extent a loss results from its unauthorized instruction, material breach, negligence, misrepresentation or failure to follow agreed controls. PaymentEvolution will pursue an End Client directly for that End Client’s rejected or reversed funding except to that extent.

6.5 End Client disclosures

Reseller will display or deliver the funds, trust, interest, timing, return, registration and deposit-insurance disclosures supplied by PaymentEvolution without alteration. It will not promise that principal earns interest for an End Client. PaymentEvolution’s interest entitlement is governed only by MSA section 5.12 and the safeguarding arrangement.

7. Automated Agents

Reseller may use an Automated Agent only through a supported method and within each End Client’s authority. Reseller will use scoped credentials, identify the agent where required, set transaction and rate limits, prevent duplicate submissions, keep auditable logs, test changes and require human review for material payroll and payment actions unless equivalent controls are approved.

Reseller is responsible for its Agent’s actions and its model or automation provider. PaymentEvolution is responsible for the security and operation of its own Services. Reseller must immediately disable and report an Agent that behaves unexpectedly, accesses the wrong End Client or creates a security or payment risk.

8. Data and privacy

8.1 Roles

Each End Client controls the employment and business purposes for its Personal Information. Reseller and PaymentEvolution may each process that information for the End Client under their respective agreements. Each also acts independently for its own billing, security, fraud, legal and regulatory purposes. No party may describe PaymentEvolution as “solely a data processor” for payment, verification, fraud, safeguarding or regulatory work.

8.2 Reseller duties

Reseller will give required privacy notices, obtain lawful authority, minimize data, restrict access, secure its systems and exports, respond to End Client and individual requests, and notify PaymentEvolution without unreasonable delay of a Security Incident involving the Services. Reseller may use End Client data only for the authorized engagement and may not sell it or use it to train a general-purpose model.

8.3 Data access and End Client control

As between Reseller and PaymentEvolution, Client Data remains subject to the End Client’s rights. PaymentEvolution may give an End Client access to or a copy of its Client Data and may remove Reseller access at the End Client’s verified request. Reseller will not withhold credentials or data to pressure an End Client in a fee dispute; it may pursue lawful contractual remedies separately.

9. Fees, billing and collections

The Reseller Order Form states wholesale Fees, revenue share, minimum commitments and billing. Reseller’s obligation to pay PaymentEvolution is not conditional on collecting from an End Client unless the Order Form says so. Reseller will set its own retail pricing independently and clearly distinguish PaymentEvolution Fees from Reseller fees. It will comply with tax, invoice and consumer-disclosure requirements.

Usage records from PaymentEvolution systems control absent clear error. Reseller may dispute an invoice under MSA section 4.4. If an audit finds under-reporting above 5%, Reseller will pay the deficiency and reasonable audit cost.

10. Marketing, branding and competition

Reseller may use PaymentEvolution marks only under the Trademark Policy, approved brand materials and any Order Form. It must stop or correct a use promptly on notice. Reseller owns its independent marks and customer relationships, subject to each End Client’s right to choose a provider.

Reseller may offer competing services developed independently without using PaymentEvolution Confidential Information or technology. It may not use the Services, API, Documentation, outputs or non-public information to copy the Services, circumvent Fees or build a competing product in breach of the MSA or Schedule F.

11. Security and compliance

Reseller will maintain a written security program appropriate to the sensitivity and number of End Clients, including access control, multi-factor authentication, encryption in transit, secure endpoint and API practices, logging, backups, vulnerability management, staff training, vendor oversight and incident response.

Reseller will promptly provide information reasonably needed for PaymentEvolution’s identity, fraud, sanctions, retail-payment, privacy and security obligations. It will preserve relevant records and cooperate with lawful investigations. PaymentEvolution may suspend affected access if information is missing or risk is unacceptable, while continuing to safeguard and handle Client Funds under the MSA.

12. Records, reporting and audit

Reseller will keep for at least the period required by Applicable Law and its End Client agreements:

• End Client acceptance and authority records;

• administrator and permission records;

• instructions, approvals and material changes;

• marketing and disclosure versions;

• usage and billing support; and

• Security Incident and complaint records.

On at least 10 Business Days’ notice, PaymentEvolution may audit records reasonably needed to verify compliance, billing, security, branding and End Client authority. Audits will occur during business hours, protect other clients’ data and avoid unreasonable disruption. Immediate, narrower access may be required for an active security, fraud, Client Fund or regulatory issue. PaymentEvolution bears ordinary audit cost unless the audit finds a material breach or underpayment over 5%.

13. Insurance

Reseller will maintain insurance reasonable for its services and risk, which may include commercial general liability, professional 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.

14. Indemnity and liability

The indemnities and liability limits in MSA sections 8 and 9 apply. In addition, Reseller will defend PaymentEvolution against a third-party claim caused by Reseller’s unauthorized representation, professional service, End Client instruction outside its authority, unlawful marketing, infringement by Reseller materials, or breach of sections 5, 6 or 8, and will pay damages finally awarded or agreed in an approved settlement. Reseller is not responsible to the extent PaymentEvolution caused the claim.

Nothing in this Schedule limits PaymentEvolution’s obligation to safeguard, transfer, return or restore Client Funds or shifts PaymentEvolution’s non-delegable statutory duties to Reseller.

15. Suspension and termination

15.1 Suspension

PaymentEvolution may restrict Reseller access for an urgent security, fraud, legal, non-payment or End Client-protection issue. Where feasible, it will preserve unaffected End Clients and give notice and a chance to correct. An End Client may remove Reseller access at any time subject to its agreement with Reseller.

15.2 Termination

Either party may terminate the reseller appointment on 60 days’ notice after a committed Order Form term, or for cause under MSA section 10.3. PaymentEvolution may terminate immediately for fraud, deliberate misrepresentation, unauthorized custody of Client Funds, material data misuse, repeated unauthorized instructions, loss of required authority or an urgent legal risk.

15.3 Transition

For up to 60 days after notice, the parties will reasonably cooperate on an orderly transition, subject to security, payment and legal requirements. Reseller will stop new marketing, preserve End Client access, deliver relevant records, revoke its credentials and help End Clients choose direct service or another advisor. PaymentEvolution may communicate directly with End Clients about continuity, Client Funds, data, security, legal terms and account ownership. Before termination takes effect, PaymentEvolution will not use records received for transition purposes to solicit End Clients away from Reseller’s unrelated professional services.

Termination does not cancel an End Client Agreement, change Client Fund ownership or status, or end safeguarding and return duties. Sections 6, 8, 10, 12, 14, 15.3 and provisions that by nature should survive will survive.

16. General

The notice, governing-law, assignment, force-majeure, entire-agreement, waiver, severability, language and interpretation provisions in MSA section 11 apply. This Schedule and the Reseller Order Form are the entire agreement about reseller activity. A Reseller Order Form can override this Schedule only as permitted by MSA section 1.2 and cannot override Client Fund protections, End Client acceptance, privacy roles or Applicable Law.