Effective Date, August 2023

No Contracts or Cancellation Fees for All Subscription Packages 1, 2, and 3. For any questions or concerns please call 760-341-SIZL (7495) or write: 71537 Highway 111 Ste. H Rancho Mirage, CA 92270.

Section A: General Referral Application Terms & Conditions

1. Permissible Use.

Unless you are a Licensed lending professional acting in your professional capacity, you agree to use the Services for your personal use, and your commercial use is limited to transactions done on your own behalf. The commercial use Lending professionals is limited to providing information to consumers via the Services or, where authorized, taking actions on behalf of a consumer client (e.g., submit lead for loan). Without limitation, lending professionals and institutions are permitted to use: information provided by SIZL Pay App, Inc. through the Referral Services in making any loan-related decisions. The Services may be used only for transactions in Merchant Services and Business Funding, and may not be used for transactions in commercial lending which includes, without limitation, commercially funded programs Subject to the restrictions set forth in the following paragraphs. You agree otherwise not to reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble or reverse engineer any portion of the Services. In addition, you agree not to provide/post/authorize a link to any of the Services (including but not limited to your agent profile page) from a third party website that is not a real estate related website owned or operated by a real estate or lending professional or institution. Notwithstanding the foregoing, the aggregate level data provided on the SIZL APP-Info Pages, and available at http://www.SIZLapp.com/terms-conditions, (the Aggregate Data) may be used for non-personal uses, e.g., market analysis. You may display and distribute derivative works of the Aggregate Data (e.g., within a graph), so long as SIZL Pay App, Inc. is cited as a source.

2. Restrictions and Additional Terms.

You agree not to remove or modify any copyright or other intellectual property notices that appear in the Services. You will not use the Services for resale, service bureau, time-sharing or other similar purposes. Further:

a. Acceptable Use.

You agree not to use the Services in any way that is unlawful, or harms SIZL Pay App, Inc., its service providers, suppliers or any other user. You agree not to use the Services in any way that breaches the Good Neighbor Policy, the Ethics Quality Policy, the SIZL Pay App, Inc. Terms of Use, the SIZL or any other policy or notice on the Services. You agree not to distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services. You agree not to impersonate another person or misrepresent your affiliation with another person or entity. Except as expressly stated herein, these Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party Web sites or otherwise. Except as expressly stated herein and without limitation, you agree that you will not, nor will you permit or encourage any third party to, reproduce, publicly display, or otherwise make accessible on or through any other Web site, application, or service any reviews, ratings, and/or profile information about Consumer or Commercial lending, or other professionals, underlying images of or information about Consumers, or Commercial lending other data or content available through the Services.

b. Automated Queries.

You agree not to use the Services in any way that is unlawful, or harms SIZL Pay App, Inc., its service providers, suppliers or any other user. You agree not to use the Services in any way that breaches the Good Neighbor Policy, the Ethics Quality Policy, theSIZL Pay App, Inc. Terms of Use, the SIZL or any other policy or notice on the Services. You agree not to distribute or post spam, chain letters, pyramid schemes, or similar communications through the Services. You agree not to impersonate another person or misrepresent your affiliation with another person or entity. Except as expressly stated herein, these Terms of Use do not provide you a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party Web sites or otherwise. Except as expressly stated herein and without limitation, you agree that you will not, nor will you permit or encourage any third party to, reproduce, publicly display, or otherwise make accessible on or through any other Web site, application, or service any reviews, ratings, and/or profile information about Consumer or Commercial lending, or other professionals, underlying images of or information about Consumers, or Commercial lending other data or content available through the Services.

c. NAVTEQ Restrictions.

You may access the Services via APPs Web browsing devices such as a personal computer, PDA, or Web-enabled phone or smartphone , but you may not use the NAVTEQ map data with any products, systems, or applications which are installed or otherwise connected to or in communication with vehicles and which are capable of vehicle navigation, positioning, dispatch, real time route guidance, fleet management or similar applications; or use the NAVTEQ map data with or for devices that contain a resident geographic database.

If any map data provided by NAVTEQ is being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, such data is a “commercial item” as that term is defined at 48 C.F.R. (“FAR”) 2.101, is licensed in accordance with these Terms of Use, and each copy of such delivered or otherwise furnished shall be marked and embedded as appropriate with the following “Notice of Use,” and shall be treated in accordance with such Notice:

Notice of Use

These NAVTEQ data are commercial items as defined in FAR 2.101 and are subject to the Terms of Use, under which this data was provided. ©2015 NAVTEQ All rights reserved.

If the contracting officer, federal government agency, or any federal official refuses to use the legend provided herein, the contracting officer, federal government agency, or any federal official must notify NAVTEQ prior to seeking additional or alternative rights in the NAVTEQ data.

d. Windows Live Virtual Earth.

Windows Live Virtual Earth imagery is supplied by Microsoft Corporation, and use is subject to the Microsoft MapPoint Terms of Use, located at http://www.microsoft.com/maps/assets/docs/terms.aspx.

e. Google Maps.

Some of the Services implement the Google Maps web mapping service. Your use of Google Maps is subject to Google’s terms of use, located at http://www.google.com/intl/en_us/help/terms_maps.html.

f. Calls.

If you, as a consumer or referral agent, choose to contact a referral agent or a Lender, Merchant Services provider etc(as defined below) through the SIZL Application Services by filling out a contact or other request form on the Services, you authorize SIZL Pay App, Inc. (specifically SIZL Pay App, Inc. in connection with information provided to a Lender) to provide your name and contact information and other identifying information you provide to the applicable Merchant Services or Consumer Commercial Lender. Further, if you elect to request pre-approval from a Lender (as defined below) in connection with your contact with a Consumer Commercial loan or Merchant Services, agent, you authorize SIZL Pay App, Inc. to provide your name and contact information and other identifying information you provide to the participating Lender.  You acknowledge that, by submitting your contact request or other request form on the Services or by electing to request pre-approval, you may receive a marketing calls from or on behalf of the SIZL, Merchant Services, Consumer Commercial Loan agent or Lender at the telephone number(s) you provide.

The Services thru SIZL referral platform may provide phone numbers that can connect you with SIZL Pay App, Inc. its service providers, or other third parties, such as Merchant Services, Consumer Commercial Lenders. Some of the numbers listed may be routed through a third party service (“Calling Service”). Calls through the Calling Service may be recorded or monitored for quality assurance and customer service purposes. In the event that you make a call to SIZL Pay App, Inc. or through a Calling Service, you consent to such recording and monitoring. SIZL Pay App, Inc. will treat recorded calls in accordance with its Privacy Policy.

3. Materials You Provide; Account Use; Privacy; Third Party Web Sites.

For materials you post or otherwise provide to SIZL Pay App, Inc. in connection with the Services (your “Submission”), you grant SIZL Pay App, Inc. an irrevocable, perpetual, royalty-free worldwide license to (a) use, copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, modify, prepare derivative works of or incorporate into other works, and translate your Submission, in connection with the Services or in any other media, and (b) sublicense these rights, to the maximum extent permitted by applicable law. SIZL Pay App, Inc. will not pay you for your referral Submission, not basement referral Payment terms, for a successfully funded or processing. SIZL Pay App, Inc. may remove or modify your Submission at any time. For each Submission, you agree to provide accurate and complete information and represent that you have all rights necessary to grant SIZL Pay App, Inc. the rights in this paragraph, that SIZL Pay App, Inc. use of the Submission will not infringe any third party rights and that the Submission complies with Section 2(a) above. You are solely responsible for all Submissions made through your user account(s) on the Services provider thru SIZL platform or that you otherwise make available through the Services.

SIZL Pay App, Inc. will not use client contact information that is uploaded by agents into the SIZL Agent Hub portal for any purpose. You may not share your user account(s) with others. You are responsible for all actions taken via your account. SIZL Pay App, Inc. will treat your use of the Services in accordance with its Privacy Policy. Certain SIZL Pay App, Inc. functionalities may involve the distribution of your Submission to third party Web sites over which SIZL Pay App, Inc. has no control. SIZL Pay App, Inc. is not responsible for and makes no warranties or representations pertaining to these third party Web sites, including but not limited to the content, availability, or functionality of such Web sites. You are responsible for ensuring that your Submission complies with the terms of use associated with any such third party Web site and you understand that your Submission and your use of a third party Web site will be treated in accordance with that third party Web site’s own privacy policy.

4. Advertising.

SIZL Pay App, Inc. business is primarily funded through referral programs. You understand and agree that the Services may include advertisements, and that these are necessary to support the Services. To help make the advertisements relevant and useful to you, SIZL Pay App, Inc. may serve advertisements based on the information we collect from you or in relation to your interaction on our site. See the Privacy Policy for more details.

5. The Role of SIZL Pay App, Inc.

SIZL Pay App, Inc. is a relayed Referral Program Platform Incorporated in the state of Delaware but does not broker lender transactions. SIZL Pay App, Inc. does not act as an agent for you or any other user. SIZL Pay App, Inc. does not sell, buy, or negotiate the purchase, sale, or exchange of lending programs or commercial. Further, SIZL Pay App, Inc. does not loan or fund or, offer to loan or fund, or negotiate the loan of consumer or commercial loan or otherwise aid or assist in the funding or lending of monies commercially or consumer.

6. Loan Information Services.

These terms apply specifically to the Services offered by SIZL Pay App, Inc., specifically SIZL Pay App, Inc., allows consumers and Business opt in referral to provide anonymous information to banks, lenders, financial institutions, originators, loan brokers, other mortgage professionals and their employees (collectively, the “Lenders”) to request quotes on terms for consumer or commercial loans. Lenders may elect to respond to consumer or commercial requests with non-binding customized quotes of the terms they would offer to a borrower fitting the consumer’s profile, as well as their contact information. These non-binding quotes are not intended to be official Loan Estimates as defined in the Consumers or Commercial Settlement Procedures Act. SIZL Pay App, Inc., through SIZL Pay App, Inc., also allows consumers to provide certain information to Lenders and receive Lender contact information or request that Lenders pre-approve them for consumer or commercial loans. SIZL Pay App, Inc. does NOT make loan applications. SIZL Pay App, Inc. does NOT make loans or credit decisions in connection with consumer or commercial loans. Any loan inquiry you submit is NOT an application for credit. SIZL Pay App, Inc. does not pre-approve borrowers for loans. SIZL Pay App, Inc. lists Lenders who may conduct a preliminary review to determine your loan qualifications based on their guidelines. To receive a pre-approval, you or the referral will need to complete a short online questionnaire or email that asks for personal information including income, credit score, and monthly debt. After completing the questionnaire, you may see an estimated pre-approval amount based on the information you provided. To continue the process of requesting a pre-approval letter, a Lender will require more details, such as pulling your credit report (at your request). If you meet the Lender’s guidelines based on preliminary review of your responses to the questionnaire and your credit report, you may receive an online pre-approval letter. A pre-approval letter is not an offer to lend, a commitment to make a loan, or a guarantee of specific rates or terms. Even if you receive a pre-approval letter, you may not get a loan from a Lender or a loan at a specific rate or subject to particular terms. A Lender may require income and asset verification, as well as satisfaction of other conditions, before they commit to extending a loan. SIZL Pay App, Inc. does not guarantee acceptance into any particular loan program or specific loan terms or conditions with any Lender—loan approval standards are established and maintained solely by individual Lenders. SIZL Pay App, Inc. does not guarantee that the loan terms or rates offered and made available by Lenders are the best terms or lowest rates available in the market.

When consumers or Businesses submit the required information for a Lender to contact them or when consumers or Businesses request pre-approval from a participating Lender, Lenders may elect to respond based on parameters established by the Lender and SIZL Pay App, Inc. will create a contact for the selected Lender based on parameters established by the Lender. If you, as a consumer, choose to contact a Lender through the Services offered by SIZL Pay App, Inc. by filling out a contact request or other request form or by completing a submission questionnaire on SIZL application websites associated with these Services, you authorize SIZL Pay App, Inc. to provide your name, contact information and other information you provide to a Lender, along with your quote or pre-approval request (if any). You acknowledge that, by submitting your referral contact request, other request form or by completing a questionnaire on the Services, you may receive telemarketing calls from or on behalf of a Lender at the telephone number(s) you provide. By submitting your name, contact information and other information, you Agree to be contacted for your referral will no longer be anonymous. Any loan or other business conducted is between you and the Lender.

By submitting personal information through Referral Services offered through SIZL Pay App, Inc. you authorize, Lenders (or a third party designated by a Lender) to request from one or multiple credit bureaus / reporting agencies, your credit bureau report including any ancillary credit scores or ratings.

b. The Role of SIZL Pay App, Inc.; Disclaimer.

SIZL Pay App, Inc. is not a Lender, loan originator, loan processor, or underwriter.SIZL Pay App, Inc. does not solicit borrowers or Lenders for loans, offer or negotiate terms of loans, or make loans or credit decisions in connection with loans. SIZL Pay App, Inc. does not take applications for credit or issue pre-approval letters. Your submission of information and any request for quotes or pre-approval is not an application for credit. SIZL Pay App, Inc. does not endorse, or recommend any Lender or the products of any Lender. Consumers and Business Owners should rely on their own judgment in deciding which available loan product, terms and Lender best suit their needs and financial means. Nothing contained in the Services is an offer to lend or a commitment for a loan, and SIZL Pay App, Inc. does not guarantee any specific loan terms and conditions offered to consumers by a Lender will be granted, or that consumers will be offered any type of loan by any Lender. SIZL Pay App, Inc. is not an agent of either any consumer or any Lender. SIZL Pay App, Inc. is only providing an administrative service to consumers and participating any Commercial Lenders. Decisions regarding Lenders contacting consumers or pre-approval requests are made by participating Lenders and not SIZL Pay App, Inc. SIZL Pay App, Inc.; assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Services, including SIZL Referral Application and any other information available there. Interest rates provided through the Services are for information purposes only, and actual interest rates may vary. Lenders may keep consumer loan request information and any other information provided by SIZL Pay App, Inc. (specifically, SIZL Pay App, Inc.) or received by Lenders in processing a contact or pre-approval request, whether or not a consumer is qualified for a loan with a Lender.

c. Fees.

The Services offered by SIZL Pay App, Inc.; are free to consumers and Businesses. SIZL Pay App, Inc., a wholly owned subsidiary of SIZL Pay App, Inc.; is paid an advertising fee by Lenders for the goods, facilities and services provided through the Services offered by SIZL Pay App, Inc.

d. Participating Lenders.

The Lenders participating on the Services are solely responsible for their services to consumers. SIZL Pay App, Inc. shall not be liable for any damages or costs of any type arising out of or in any way connected with any consumers’ use of the Services or the services offered by Lenders. SIZL Pay App, Inc. is not responsible for any errors or delays caused by consumers or any Lenders in the loan process. SIZL Pay App, Inc. reserves the right, at any time and in its sole discretion, to discontinue, suspend, or terminate the participation of any Lender or other user from using or participating in any of the Services offered by SIZL Pay App, Inc.

e. Privacy.

SIZL Pay App, Inc. may use personally identifying information provided by a consumer or Business to improve the relevance of advertising shown to consumers or Businesses. Please consult the Privacy Policy for more information.

f. Lender Terms.

Lenders participating in Services offered by SIZL Pay App, Inc. are further subject to the SIZL Pay App, Inc. Terms of Use.

g. Licenses.

SIZL Pay App, Inc. is a wholly-owned subsidiary of SIZL Pay App, Inc. and has its headquarters at 71537 Highway 111 Suite H, Rancho Mirage, CA 92270. SIZL Pay App, Inc. Nationwide Lending System (NMLS) Identification Number is 1303160. To see a complete list of SIZL Ventures, Inc.’s licenses, see Licensing and Disclosures

h. Disclosures and Consent.

By using this website and Services, the disclosures and consent required under certain state laws are deemed to be provided, received, and agreed to. For specific information regarding applicable disclosures and consent, please see Licensing and Disclosures

7. Additional Terms for Use of Certain Services.

a SIZL Premium. In the event that you have entered into a separate Diverse Premium Agreement with SIZL Pay App, Inc., your use of the SIZL Referral Application will be subject to the SIZL Referral Application and, if there is any conflict between the SIZL Referral Application Agreement and these Terms of Use, the Diverse Solutions Application will control.

b. SIZL Premium.

In addition to these Terms of Use, your use of the SIZL Premium services is subject to your payment of the applicable fees. If SIZL Pay App, Inc. is unable to bill the credit card on file, notice will be sent to the email address on file and up to five additional billing attempts will be made within the 30-day period from the first unsuccessful billing attempt. After the last unsuccessful billing attempt, the services will be cancelled, but you will remain responsible for unpaid amounts owed to SIZL Pay App, Inc. If you are not satisfied with the SIZL Premium service, please contact us via email at support [at] SIZLapp.com Premium.com. SIZL Premium subscription services can be cancelled at any time by emailing support [at] SIZLapp.com Premium.com. If the subscription is billed on a recurring basis, and you cancel it during a billing cycle, you will be billed the full amount due during that billing cycle.

8. Software.

The Services may include SIZL smartphone application for Apple and Android software for use in connection with the referral Services. If such software is accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern your use of the application. If such application is not accompanied by a EULA, then SIZL Pay App, Inc. grants to you a non-exclusive, revocable, personal, non-transferable license to use such application solely in connection with the Services and in accordance with these Terms of Use (for example, Sections 1, 2, 11, and 12).

9. Linked Materials and Third-Party Materials.

The Services include links to third-party products, services and Web sites, as well as materials provided by third parties. SIZL Pay App, Inc. does not endorse, and takes no responsibility for such products, services, Web sites, and materials. You understand that SIZL Pay App, Inc. has no obligation to, and generally does not, approve or monitor materials provided by third parties through the Services. Your dealings with any third party arising in connection with the Services are solely between you and such third party, and SIZL Pay App, Inc. takes no responsibility for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties.

10. Claims of Copyright Infringement.

SIZL Pay App, Inc. respects the intellectual property rights of others, and asks that everyone using the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify SIZL Pay App, Inc. copyright agent in accordance with Title 17, United States Code, Section 512(c)(2), by providing the following information: a. Identification of the copyrighted work that you claim has been infringed;

b. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Services so that the copyright agent can locate it;

c. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and

d. A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner’s behalf in this situation.

Notices of copyright infringement claims should be sent as follows:

If relating to content on SIZL Pay App, Inc. websites

By mail:

SIZL Pay App, Inc.

71537 Highway 111 Ste. H
Rancho Mirage, CA 92270.

Attention: Copyright Agent

By e-mail: DMCA_notice_email [at] SIZLapp.com

If you give notice of copyright infringement by text e-mail, we may begin investigating the alleged
copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

If relating to content on SIZLApp.com. websites

By facsimile: 866-868-8375

If you give notice of copyright infringement by text e-mail, we may begin investigating the alleged copyright infringement; however, we must receive your signed statement by mail or as an attachment to your e-mail before we are required to take any action.

11. Intellectual Property.

The Services are the property of SIZL Pay App, Inc. and subject to the intellectual property rights of SIZL Pay App, Inc. and its licensors. ©2021-2022 SIZL Pay App, Inc. or © 2022 SIZL Pay App, Inc.. All rights reserved. Map data. All rights reserved. ZIP+4 data ©2006-2015 United States Postal Service. Yahoo! User Interface Library ©2006-2013, Yahoo! Inc. and provided pursuant to the BSD license as set forth at http://developer.yahoo.com/yui/license.txt. Patents pending. SIZL, SIZL, the Pinpoint Design , Premium Premier Agent, How Hot ,super SIZL, SIZL Premium, Filtering are trademarks and/or registered trademarks of SIZL Network, Inc. in the United States and/or other countries. You may not use any of SIZL Pay App, Inc. trademarks as part of your screen name or email address on the Services. The names of actual companies, products, and services mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.

SIZL Pay App, Inc. does not assert copyright or grant any rights to the underlying images or descriptions of real estate listings provided through the Services. Any use of these images and descriptions is subject to the copyright owner’s permission and/or the requirements of applicable law.

One or more patents apply to this site and to the features and services accessible via the site, including without limitation: US Patent Nos. 8,676,680; 7,970,674; 7,415,356, 8,515,839; 8,510,349; 8,095,434; 8,140,421; 7,584,167; 7,945,530; 8,630,974; 5,758,328; 6,578,011; 6,970,835; 7,392,205; 8,204,782; 8,626,583 and all corresponding foreign counterparts.

12. NO WARRANTY.

SIZL PAY APP, INC. PROVIDES THE SERVICES “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIZL PAY APP, INC. AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. SIZL PAY APP, INC. AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.

13. LIABILITY LIMITATION; EXCLUSIVE REMEDY.

IN NO EVENT WILL SIZL PAY APP, INC. OR ANY SUPPLIER BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OF USE OR YOUR USE OF THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY SET FORTH BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST SIZL PAY APP, INC. OR ITS SUPPLIERS WITH RESPECT TO THESE TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

14. Changes; Discontinuance.

SIZL Pay App, Inc. reserves the right to change these Terms of Use at any time in its sole discretion. Any changes will be effective immediately upon posting the revised version of these Terms of Use to SIZL Pay App, Inc. properties. Your continued use of the Services after the effectiveness of such changes will constitute acceptance of and agreement to any such changes. You further waive any right you may have to receive specific notice of such changes to these Terms of Use. You are responsible for regularly reviewing these Terms of Use. SIZL Pay App, Inc. may alter, suspend or discontinue the Services at any time to you and/or to others, without notice.

15. Choice of Law; Disputes.

These Terms of Use are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in Riverside County, for any and all disputes, claims and actions arising from or in connection with the Services and/or these Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.

16. Indemnification.

You agree to defend and hold SIZL Pay App, Inc. its affiliates, and their respective directors, officers, employees, and agents harmless from any and all claims and demands made by any third party due to or arising out of your breach of these Terms of Use, your use of the Services, your violation of any law or the rights of a third party, or any Submission made through your user account on the Services or that you otherwise make available through the Services.

17. Release.

You release SIZL Pay App, Inc. its affiliates, and their respective directors, officers, employees and agents from all liability related to any and all claims and demands you may assert against any third party arising out of the Services. If you are a California resident, you waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

18. General.

You agree not to export from anywhere any part of the Services provided to you or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. All Services used by the U.S. Government are provided with the commercial license rights described herein. If any part of these Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use will continue in effect. The section titles in these Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. SIZL Pay App, Inc. may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not assign these Terms of Use, or assign, transfer or sublicense your rights, if any, in the Service. SIZL Pay App, Inc. failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these Terms of Use constitute the entire agreement between you and SIZL Pay App, Inc. with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and SIZL Pay App, Inc. with respect to the Services. The following sections of these Terms of Use shall survive any termination of these Terms of Use: 3, 11, 12, 13, 15 through 18.


SIZL FinTech Premium+ (Platinum, Gold, Silver) and Pro Packages (1, 2, 3) Independent Contractor Office Referral Agreement

RECITALS

a. SIZL PAY APP, INC. is a provider of payment card and other payment processing services (the Services) to businesses or individuals (Merchants) seeking to accept, payment cards (e.g. Visa, MasterCard and Discover) as well as other payment services as provided by SIZL PAY APP, INC. from time to time; and

b.SIZL PAY APP, INC. seeks to enroll additional Merchants through various channels, including strategic referral partners (Referrers) maintaining affinity with groups (Groups)referring merchants requiring payment processing services; and business funding services

c.Referrer has the means and professional contacts to refer qualified Merchant prospects to SIZL PAY APP, INC. exclusively, and wishes to do so in exchange for mutually agreed upon consideration as specified herein.(see Addendum A)

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby affirmed by the Parties, the Parties hereby agree as follows:

1. Referral Plan and Execution

SIZL PAY APP, INC., in conjunction with and in close consultation with Referrer, will develop and execute a mutually agreeable plan to offer Services to the existing customer/user/member base (Group) of Referrer, or to such other Group with which Referrer maintains affinity. Additionally, a plan will be developed whereby new incoming Group members of Referrer will be offered the Services. The plan may include but not be limited to direct mail, email, print, telephone and web based promotion and/or joint press releases. In executing the plan, Referrer will comply with all laws and regulations applicable to Referrer and its activities under the plan, as well as with all rules adopted by the payment card associations from time to time.

2. Merchant Agreement and Ownership

All referred Merchants must execute a valid SIZL PAY APP, INC. merchant agreement (Merchant AgreementÓ) and that agreement must be accepted by SIZL PAY APP, INC. and the acquiring financial institution identified in the Merchant Agreement (Bank), in the sole discretion of SIZL PAY APP, INC. and the Bank, prior to any provision of Services. The Merchant Agreement shall be the primary document governing use of SIZL PAY APP, INC. Services and ownership of the Merchant Agreement shall vest with SIZL PAY APP, INC., provided however, that nothing contained herein shall give SIZL PAY APP, INC. any right to offer to a Group any products or services that compete in any way with the core products offered by Referrer of Group. All billing and support functions related to the Services shall be provided by SIZL PAY APP, INC. all brands including Payments League are solely owned by SIZL PAY APP, INC. including all satellites & subsidiaries i.e: MIAMIpay, ATLANTApay, etc.

3. Residual Compensation

Referrer shall be compensated in the form of a monthly Residual commission (Residuals) based on PACKAGES & PROGRAMS SELECTED FOR EXAMPLE: Platinum 60% (sixty percent); Gold 50% (fifty percent); Silver 35% (thirty-five percent); Pro Package #3 20% (twenty percent); Pro Package #2 (Student Program Incentive Only) 15% (fifteen percent) of the Gross Residual Profit (GRP) generated by Merchants referred to SIZL PAY APP, INC. by Referrer and ultimately accepted by SIZL PAY APP, INC. enrolled into the system, and approved by sponsoring banks. SIZL PAY APP, INC. shall electronically remit to Referrer the Residuals and corresponding reporting on the 1st day of the month following the month in which the Residuals were earned, or the next business day thereafter. This section shall survive any termination of this Agreement provided Referrer is not in violation of the following section regarding re-solicitation of Merchants. Referrer expressly grants SIZL PAY APP, INC. a Right of Setoff and security interest in the Residuals described herein for any amount owed to SIZL PAY APP, INC. which is current or past due. i.e, back commissions, fees due, or any collections due to be in current standing. Residuals will be paid as long as subscription fees are current and Independent Office / Contractor will receive residuals for life of the merchant account & active subscription with SIZL PAY APP, INC.

4. Non-Solicitation: Non-Competition

(a) Non-Interference – It is the intent of this Agreement that all electronic transaction processing relationships submitted to a Member Bank by Referral Agent through SIZL PAY APP, INC. and accepted by the Member Bank shall belong to SIZL PAY APP, INC. and to the member Bank to which the Merchant Account is submitted (If accepted) and that Agent shall take no action, either directly or indirectly, to interfere with any such relationship as long as any Merchant Agreement of any merchant solicited by Agent remains in effect, Agent shall not interfere in any manner whatsoever with the contractual rights and interests of the Banks and/or SIZL PAY APP, INC. under any such Merchant Agreement, either directly or indirectly (including, without limitation, through any partnership, joint venture, affiliate, or other entity or arrangement whatsoever), or to cause or attempt to cause any Merchant processing through a Member Bank and/or acquired by SIZL PAY APP, INC. to engage in electronic transaction processing through any person or entity other than such Member Bank. If Agent, directly or indirectly, violates the provisions of this Subparagraph 4(a), by its own act or omission or by permitting the act or omission of any other person or entity described herein, SIZL PAY APP, INC. shall be entitled to all remedies it may have under this Agreement or applicable law and Agent’s right to receive residuals shall immediately terminate, along with possible undetermined damages to residual revenue streams and brand itself. This Subparagraph 4(a) shall survive termination of this Agreement. This is a non-exclusive agreement.

(b) Non-Solicitation – Without SIZL PAY APP, INC.’s prior written consent, Agent shall not cause or permit any other person or entity to solicit or otherwise cause any Merchant to terminate its participation in the Merchant Program of any Member Bank during the period that this Agreement remains in effect and for a period of the greater of three (3) years from the date of termination, expiration or cancellation of this Agreement or the life of the Merchant’s processing with the Member Bank. Furthermore, during such period, the parties shall not directly or indirectly through another entity call on, solicit, or take away or attempt to call on, solicit, or take away any employee, agent, affiliate, or Member Bank of the other party to the Agreement in order to induce or attempt to induce such person to cease doing business with the other party or its affiliates. Furthermore, without SIZL PAY APP, INC.’s prior written consent from a current officer, Agent shall not permit or assist any other person or entity to solicit or provide any other services or products to any Merchant solicited on behalf of SIZL PAY APP, INC. If Agent, directly or indirectly, violates the provisions of this Subparagraph 4(b), by its own act or omission or by permitting the act or omission of any other person or entity described herein, SIZL PAY APP, INC. shall be entitled to all remedies it may have under this Agreement or applicable law and Agent’s right to receive residuals shall immediately terminate, along with possible undetermined damages to residual revenue streams and the brand itself. This paragraph 4(b) shall survive for a period of three (5) years following any termination of this Agreement.

(c) Non-Disclosure of Confidential Information and Non-Dissemination of SIZL PAY APP, INC. Intellectual Property – Except in accordance with SIZL PAY APP, INC. business, Agent shall not use, either directly or indirectly, any SIZL PAY APP, INC. Confidential Information or any SIZL PAY APP, INC. Intellectual Property and Agent shall not tell, disclose, transmit, or disseminate, either directly or indirectly, either orally or in writing, any SIZL PAY APP, INC. Confidential Information or any SIZL PAY APP, INC. Intellectual Property to any third party. Confidential Information shall include all SIZL PAY APP, INC. trade secret and confidential information not generally available, with respect to customer lists and lead lists, SIZL PAY APP, INC. pricing of products and services, processors and Member Banks represented by SIZL PAY APP, INC., SIZL PAY APP, INC. practices, policies and procedures, and similar proprietary information about SIZL PAY APP, INC. Customers. As used herein, Agent acknowledges that information concerning the likes, dislikes, peculiarities, business, and specific needs of SIZL PAY APP, INC. leads, SIZL PAY APP, INC. customers, and potential customers solicited on behalf of SIZL PAY APP, INC. constitutes Confidential Information. This paragraph 4(c) shall survive for a period of three (3) years following any termination of this Agreement.

Non-Circumvention of ISO (Electronic Transaction Processors) – As part of the services provided by SIZL PAY APP, INC. hereunder, SIZL PAY APP, INC. shall introduce Agent and the Merchant accounts solicited by Agent to one or more electronic transaction processors. Agent acknowledges that the identity of such electronic transaction processors and information relating to such processors is confidential and a trade secret of SIZL PAY APP, INC. For that reason, Agent agrees that for a period of three (3) years after the termination or expiration of its agency relationship with SIZL PAY APP, INC., Agent shall not form or operate, participate in the formation or operation of, provide services to, or on behalf of, any business which transacts and business, either directly or indirectly, with any such electronic transaction processor. Notwithstanding the foregoing, any documented, and active, existing relationship that Agent may have with any such Electronic Transaction Processor, would not be considered a violation of this contract.

(d) Re-Solicitation – In further consideration of the payments of Residual Compensation by SIZL PAY APP, INC. to Referrer, Referrer hereby agrees that so long as a Referrer originated Merchants remain on the SIZL PAY APP, INC. platform, during any term of this agreement and/or any period thereafter, Referrer is prohibited from re- soliciting those Merchants for services competing with SIZL PAY APP, INC. in any way. While reserving all rights to obtain injunctive relief through a court of competent jurisdiction to enforce the terms of this agreement, the Parties agree that SIZL PAY APP, INC. is likely to suffer damages from such a breach. The sum specified below is hereby agreed upon as a reasonable forecast of necessary compensation (and not as a penalty) for an injury suffered by SIZL PAY APP, INC. as a result of direct or indirect actions by Referrer that result in Merchants leaving the SIZL PAY APP, INC. platform, whether or not Referrer is actively affiliated with SIZL PAY APP, INC. or subsequent to a termination or expiration of this Agreement, then the liquidated damages shall be the greater of: (1) Two times the previous annual GRP from the Merchant Account in question; or (2) $1,000.00, and these amounts shall be in addition to any injunctive relief sought by SIZL PAY APP, INC. and any attorney’s fees and costs affiliated with the enforcement of this provision.

5. Intellectual Property and Confidential Information

In performing its duties relative to this Agreement, SIZL PAY APP, INC. may disclose to Referrer intellectual property and/or confidential information such as, but not limited to, payment engine or other proprietary software, web based technology and other information or property such as processes, systems, concepts and documentation vital to SIZL PAY APP, INC. Services. This information is confidential and may not be used by Referrer (except as necessary in performing its obligations hereto) or shared with a third party and all associated intellectual property rights are retained by SIZL PAY APP, INC. Referral Partner may not make copies of or distribute any software or other intellectual property or confidential info and may not modify, decompile or reverse engineer any of the intellectual property used by SIZL PAY APP, INC. Additionally, SIZL PAY APP, INC. shall treat all intellectual property and information provided it by Referrer as confidential and not use such property except as necessary to perform its obligations relative to this Agreement.

6. Term and Termination

This agreement commences on the effective date and continues for a term of forty-eight (48) months, after which it will automatically renew for successive twelve (12) month periods unless either party notifies the other in writing not less than thirty (30) days prior to the end of the then current term. Upon termination, each party will cease use of marks, internet links, intellectual property and proprietary information of the other. If Contractor / Independent Office stops paying package fee or stops sales activity—termination occurs.

7. Indemnity Obligation

Each Party shall defend, indemnify, and hold the other Party harmless from and against any and all claims, demands, actions, damages, liabilities, losses and expenses (including reasonable attorney’s fees) incurred as a result of its (and not the other party’s) negligence or willful misconduct.

8. Excluded Merchants

Existing SIZL PAY APP, INC. Merchants are excluded from this Agreement unless prior written approval is obtained from SIZL PAY APP, INC. Referrals that have been previously referred by other referral partners or SIZL PAY APP, INC. agents or representatives will not be accepted as a qualified referral and no referral fees will be paid on such Merchants.

9. Referral Agreement Only

This is only an agreement to refer Merchant prospects to SIZL PAY APP, INC. Referrer will not make any representations to the contrary in print, web or mediums. Nothing in this Agreement shall create a joint venture, contractor, partnership, employment, or agency relationship between the Parties.

10. Assignment

Referrer may not assign this Agreement, in whole or part, without obtaining prior written consent from SIZL PAY APP, INC., which consent shall not be unreasonably withheld.

11. License Marks

Subject to all the terms and conditions of this Agreement, Referral Partner hereby grants SIZL PAY APP, INC. a non-exclusive, non-transferable and non-sub licensable license to use the Referral Partner’s Marks solely in connection with the marketing and distribution of SIZL PAY APP, INC. Services. Referral Partner Marks shall mean solely the Referral Partner’s trade names, marks and logos. Subject to all the terms and conditions of this Agreement, SIZL PAY APP, INC. hereby grants Referral Partner a nonexclusive, non-transferable, non-sub licensable license to use the SIZL PAY APP, INC. Marks solely in connection with the marketing and distribution of SIZL PAY APP, INC. Services. SIZL PAY APP, INC. Marks shall mean solely the SIZL PAY APP, INC. trade names, marks and logos. All intended uses must be approved in writing by SIZL PAY APP, INC. This license to use Payments League & SIZL PAY APP, INC. branding & materials is only a rental or temporary subscription tied to a residual program.

12. California

Shall govern this Agreement, and the Parties hereby designate and consent to Riverside County, California as the venue for resolution of any disputes between the Parties. The Parties agree that any claim which arises out of this Agreement, or the performance thereof, must be brought or made by either Party within 30 days of specific occurrence or such claim shall be irrevocably waived. NEITHER PARTY SHALL SEEK A JURY TRIAL IN ANY PROCEEDING OR ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANOTHER IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. Binding Arbitration All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration laws in the State of California.

13. Miscellaneous

Any amendment or supplement to this Agreement shall be in a writing duly executed by SIZL PAY APP, INC. and Referrer. If any provision of this Agreement is held to be illegal, invalid or unenforceable, each party agrees that the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way. The waiver of, or failure by, either party to exercise any right provided for in this Agreement shall not be deemed a waiver of that right or any future or further right hereunder. The SIZL PAY APP, INC. Relationship Manager is not authorized to execute this Agreement on behalf of SIZL PAY APP, INC. Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when personally served in writing or when delivered by overnight mail to the addresses contained herein. In any legal action the prevailing party shall be entitled to reasonable attorney fees.

14. Breach of Agreement

In the event the Independent Office / Contractor stops paying their agree fee of $99.95 per Month to SIZL PAY APP, INC. for this Platinum Program for the 48 month term. SIZL will debit / off-set any monies due to SIZL PAY APP, INC. for monthly subscription fees, chargebacks, etc. If the residuals do not cover what is due, Independent Office / Contractor will be give 30 day’s notice to restitute monies due or entire subscription agreement remaining will be put into default & collections.

SIZL FinTech Premium+ (Platinum, Gold, Silver) and Pro Packages (1, 2, 3) Independent Contractor Office Addendum to Referral Agreement Schedule A Residual & Payouts Program

SERVICES AND COMPENSATION

1. Contact

SIZL PAY APP, INC. Principal SIZL PAY APP, INC. App, Inc. Email: support@sizlapp.com Phone: 760-341-SIZL (7495)

2. Services

The Services will include, but will not be limited to, the following: Agent will act as an Independent Contractor for the SIZL PAY APP, INC. Independent Agent and their affiliates are responsible for (a) selling SIZL PAY APP, INC. and enrolling new- to SIZL PAY APP, INC. venues, (b) signing up new users to SIZL PAY APP, INC. – specifically driving SIZL PAY APP, INC. app download, installation, account set-up and use (c) engaging with users to maintain and increase use of SIZL PAY APP, INC. referral application Agent agrees to share all SIZL PAY APP, INC. sales related leads and contacts with SIZL PAY APP, INC. atall times and at SIZL PAY APP, INC.’s request. In addition, Agent agrees to use all SIZL PAY APP, INC. tools required for performing Agents activities, such as CRM tools (SIZL PAY APP, INC. CRM), file sharing tools (Dropbox, Google Drive), email tools (SIZL PAY APP, INC.’S email), business cards, marketing collateral, hardware, etc. SIZL PAY APP, INC. will provide the hardware and the setup services for all installations. The SIZL PAY APP, INC. will provide any formal training or instruction related to the achievement of results, and Agent may achieve such results on a schedule and in a sequence as determined by Agent. Agent shall use only SIZL PAY APP, INC.-approved materials, including marketing, sales and agreement templates. To the extent Independent Agent provides their own, they will need the approval of the SIZL PAY APP, INC.

3. Compensation

In addition, for every organization that Agent generates resulting in a product installation including all on premise marketing (SIZL PAY APP, INC. pickup sign, table signs, on premise PR, etc.) the SIZL PAY APP, INC. will pay Agent a percentage of each contracted business’ Net Sales Revenue. Gross Sales Revenue minus (a) revenue remitted to contracted business, including staff tips and all applicable taxes, (b) credit card processing fees, (c) hardware costs, (d) installation costs, (e) on premise marketing and promotional costs and (f) other costs of sales, according to the following commission structure: 3a: Minimum Production Requirements – 3 Approved & Installed Merchant Accounts Activated per quarter to be paid residuals and to keep agent status current and active. Preferred Payment Plan is paying out every 2 deals on first 4 for Terminal Giveaways once Approved, Installed & Processing and then every deal after ex: 2 x $250 = $500 plus optional bonuses

** If you simply refer the deals and do not close yourself it’s 50% commission (half) of payouts listed above—if Sizl does the work
Overrides will not be affected

4A. Platinum, Gold, Silver Premium+ Programs Summary of Payouts:

1. Terminal Placement Giveaways

Platinum Program $300 +/- ; Gold Program $250 +/- ; Silver Program $200 +/-

Terminal Overrides:
Platinum Program $60 +/- per account ; Gold Program $40 +/- per account ; Silver Program $25 +/- per account

2. Merchant Account Residuals

Platinum Program 60% ; Gold Program 50% ; Silver Program 35%

3. Business Funding Commissions

Platinum Program 5-9% per deal ; Gold Program 3-5% per deal ; Silver Program 1-3% per deal

Business Funding Overrides:
Platinum Program .50% per deal ; Gold Program .33% per deal ; Silver Program .25% per deal

4. Leasing Programs

Platinum Program 6-12x Multiple +/- ; Gold Program 6-8x Multiple +/- ; Silver Program 3-6x Multiple +/-

Leasing Overrides:
Platinum Program 3x Multiple ; Gold Program 2x Multiple ; Silver Program 1x Multiple

5. Business Lines of Credit

Platinum Program 2% per deal ; Gold Program 1.5% per deal ; Silver Program 1% per deal

Lines of Credit Overrides:
.20% per deal

6. ERC Program

Platinum Program 3.5% +/- per deal ; Gold Program 3.25% +/- per deal ; Silver Program 3% +/- per deal

ERC Overrides:
Platinum Program .25% per deal ; Gold Program .20% per deal ; Silver Program .15% per deal

7. SIZL App Brands & Discounts

Platinum Program $2.50 / User / Mo ; Gold Program $2.25 / User / Mo ; Silver Program $2.00 / User / Mo

Brands & Discounts Overrides:
Platinum Program $0.50 / User / Mo ; Gold Program $0.30 / User / Mo ; Silver Program $0.20 / User / Mo

8. Crypto Pay Residuals

Platinum Program 60% per account ; Gold Program 50% per account ; Silver Program 35% per account

9. SIZL BizOpp FinTech FLEX Program

Platinum Flex Program $500 per account ; Gold Flex Program $350 per account ; Silver Flex Program $250 per account

SIZL BizOpp Revenue Share “In-House” Residual Program
Platinum Program 40% ; Gold Program 30% ; Silver Program 20%

10. SIZL Store Program

Platinum Program $300 per account ; Gold Program $250 per account ; Silver Program $200 per account

SIZL Store Overrides from $19.95/mo:
Platinum Program $7.50 per account ; Gold Program $5.00 per account ; Silver Program $3.00 per account

Referrals must be Approved, Installed & Processing to Earn Commissions
* Merchants must process $300 in sales to initiate Account Activation / Placement Commissions
** If you simply refer the deals and do not close yourself it’s 50% commission (half) of payouts listed above—if Sizl does the work
Overrides will not be affected
***Payouts subject to change at any time

4B. Pro Packages 1, 2 & 3 Programs Summary of Payouts:

1. Terminal Placement Giveaways

Package 1 $9.95 Program $100 +/- ; Package 2 $14.95 Program $125 +/- ; Package 3 19.95 Program $150 +/-

Terminal Overrides:
Package 1 $9.95 Program $25 +/- per account ; Package 2 $14.95 Program $25 +/- per account ; Package 3 $19.95 Program $25 +/- per account

2. Merchant Account Residuals

Package 1 $9.95 Program No Residuals ; Package 2 $14.95 Program 15% Student Program ; Package 3 $19.95 Program 20%

3. Business Funding Commissions

Package 1 $9.95 Program .50% per deal ; Package 2 $14.95 Program .75% per deal ; Package 3 $19.95 Program 1% per deal

Business Funding Overrides:
No Overrides

4. Leasing Programs

Package 1 $9.95 Program .5x Multiple +/- ; Package 2 $14.95 Program 1x Multiple +/- ; Package 3 $19.95 Program 2x Multiple +/-

Leasing Overrides:
Package 1 $9.95 Program No Overrides ; Package 2 $14.95 Program .25x Multiple ; Package 3 $19.95 Program .50x Multiple

5. Business Lines of Credit

Package 1 $9.95 Program .25% per deal ; Package 2 $14.95 Program .50% per deal ; Package 3 $19.95 Program .75% per deal

Lines of Credit Overrides:
No Overrides

6. ERC Program

Package 1 $9.95 Program .5% +/- per deal ; Package 2 $14.95 Program .75% +/- per deal ; Package 3 $19.95 Program 1% +/- per deal

ERC Overrides:
Package 1 $9.95 Program No Overrides ; Package 2 $14.95 Program .05% per deal ; Package 3 $19.95 Program .10% per deal

7. SIZL App Brands & Discounts

Package 1 $9.95 Program $2.00 / User / Mo ; Package 2 $14.95 Program $2.00 / User / Mo ; Package 3 $19.95 Program $2.00 / User / Mo

Brands & Discounts Overrides:
Package 1 $9.95 Program No Overrides ; Package 2 $14.95 Program $0.05 / User / Mo ; Package 3 $19.95 Program $0.10 / User / Mo

8. Crypto Pay Residuals

Package 1 $9.95 Program No Residuals ; Package 2 $14.95 Program 15% per account ; Package 3 $19.95 Program 20% per account

9. SIZL BizOpp FinTech FLEX Program

Package 1 $9.95 Flex Program $100 per account ; Package 2 $14.95 Flex Program $150 per account ; Package 3 $19.95 Flex Program $200 per account

SIZL BizOpp Revenue Share “In-House” Residual Program
Package 1 $9.95 Program No Residuals ; Package 2 $14.95 Program 5% ; Package 3 $19.95 Program 10%

10. SIZL Store Program

Package 1 $9.95 Program $100 per account ; Package 2 $14.95 Program $125 per account ; Package 3 $19.95 Program $150 per account

SIZL Store Overrides from $19.95/mo:
Package 1 $9.95 Program No Overrides ; Package 2 $14.95 Program $1.00 per account ; Package 3 $19.95 Program $2.00 per account

Referrals must be Approved, Installed & Processing to Earn Commissions
* Merchants must process $300 in sales to initiate Account Activation / Placement Commissions
** If you simply refer the deals and do not close yourself it’s 50% commission (half) of payouts listed above—if Sizl does the work
Overrides will not be affected
***Payouts subject to change at any time

A. Sales Representative engages in the business of marketing services to merchants that accept or
desire to accept Cards (as defined below) as payment for goods and services; and
B. SIZL PAY APP, Inc. provides Card services to merchants and wishes to retain Sales Representative to assist in
marketing such services.

Therefore, in consideration of the mutual promises and the terms and conditions below, SIZL PAY APP, Inc. and
Sales Representative hereby agree as follows:

SECTION 1 DEFINITIONS

1.0 Except as otherwise indicated, and unless terms shall have the following meanings in this Agreement.

(a) “Acquirer” means a Member Bank or other company that signs a Merchant Agreement
and directly or indirectly acquires the Transactions and/or submits the resulting receipts to the
Payment Network for authorization, clearing and settlement.

(b) “Card” means (i) a valid credit or debit card in the form issued under license from a
Payment Network or (ii) any other valid credit card, charge card or debit card accepted by Merchant
with SIZL PAY APP Inc.’s prior written approval.

(c) “Governmental Body” means any foreign, federal, state, local or other governmental
authority or administrative or regulatory body

(d) “Member Bank” means any member of a Payment Network that has registered SIZL PAY APP, Inc.
as its agent with respect to the Merchant Program.

(e) “Merchant” means each merchant that is solicited by Sales Representative and that
enters into a Merchant Agreement as a result of such solicitation.

(f) “Merchant Account” means a specific and unique numbered account established by
SIZL PAY APP, Inc. for the processing of a Merchant’s Transactions.

(g) “Merchant Agreement” means an agreement entered into between SIZL PAY APP, Inc. (and/or its
Acquirer) and a Merchant, which among other things enables such Merchant to submit Transactions
to SIZL PAY APP, Inc. and/or its Acquirer for authorization, clearing and settlement, and shall include any
application required by SIZL PAY APP, Inc. (and/or its Acquirer) and completed by such Merchant in connection
with NAB?s (and/or its Acquirer?s) approval of such Merchant.

(h) “Merchant Program” means the acceptance, processing and collection of Transactions
on behalf of Merchants by or through SIZL PAY APP, Inc. (and/or its Acquirer). Such operations also contemplate the solicitation of prospective merchants, the submission of applications by prospective merchants, the investigation, credit review and approval or rejection of prospective merchants, the acquisition of NEED THIS FINAL CONTENT FOR ‘H’

(i) “Merchant Program Standards” means the written policies, procedures, guidelines and
tules established from time to time by SIZL PAY APP, Inc., its Acquirer, and its vendors to govern the operations of the Merchant Program, including underwriting, risk, compliance and other standards to be used by Sales Representative in the solicitation of prospective merchants, and policies and procedures to ensure that relationships with Merchants are satisfactory and that the Merchant Program is maintained in a financially safe and sound manner.

(j) “Payment Network” means Visa U.S.A., Inc. or, if applicable, Visa International, Inc.
(“Visa”), Mastercard International, Inc. (“Mastercard”), DFS Services LLC (“Discover”), American Express Travel Related Services Company, Inc. (“Amex”), and/or any other card issuers, associations or networks, such as debit networks, that provide Cards that are accepted by Merchant by agreement with SIZL PAY APP, Inc.

(k) “Requirements of Law” means any foreign, federal, state and local laws, statutes,
regulations, rules, codes or ordinances enacted, adopted, issued or promulgated by any court or Governmental Body or common law or any consent decree or settlement agreement entered into with any Governmental Body, including those relating to privacy, telemarketing, unfair and deceptive acts and practices, call recording, junk mail and similar matters.

(i) “Rules” means the policies, procedures, guidelines, rules and regulations of the
Payment Networks, as they may exist and/or be amended from time to time, and the rules and regulations of any federal or state department or agency having jurisdiction over the activities of an Acquirer, SIZL PAY APP, Inc., the Payment Networks or Sales Representative.

(m) “Sales Person” or “Sales Persons” means those individuals that have been identified
by Sales Representative and are managed by Sales Representative to solicit prospective merchants
under the terms of this Agreement.

(n) “Systems” means software and hardware, and all related forms, documentation,
instructions, policies, items and information, in each case which facilitate Transactions and are licensed, sold, provided or employed by SIZL PAY APP, Inc., its vendors, and/or the Payment Networks in connection with the Merchant Program.

(0) “Transaction” means any sale of goods or services, or credit for such, from a Merchant for which a customer makes payment through the use of any Card and which is presented through a Payment Network for authorization, clearing and settlement.

SECTION II MERCHANT PROGRAM MARKETING

2.1 Marketing Duties of Sales Representative. Sales Representative shall identify prospective Merchants that Sales Representative believes will meet the Merchant Program Standards. Sales Representative will obtain all information and documentation required by the Merchant Program Standards and any other information and documentation that SIZL PAY APP, Inc. and/or its Acquirer may reasonably require, Sales Representative will provide other ongoing support to SIZL PAY APP, Inc., its Acquirer and Merchants for the intended operation of the Merchant Program.

2.2 Merchant Program Standards. Sales Representative shall faithfully and consistently apply the Merchant Program Standards to all prospective merchants. Sales Representative acknowledges that the Merchant Program Standards may be amended at any time to facilitate or ensure the financial safety and soundness of the Merchant Program. Sales Representative will accept and abide by all such
amendments.

2.3. Use of Merchant Agreements. Sales Representative shall use only the form of Merch
Agreement that has been approved by SIZL PAY APP, Inc. for Sales Representative’s use in connection Merchant Program. Sales Representative shall not make any changes or modifications to Merchant Agreement without the prior written consent of SIZL PAY APP, Inc. SIZL PAY APP, Inc. reserves the right to amend change in any manner the Merchant Agreement to be used by Sales Representative, including changes to the discount rate, Transaction fees and all other fees due from Merchants.

2.4 Approval of Merchant Agreements. Sales Representative acknowledges that all Merchant
Agreements must be approved by SIZL PAY APP, Inc. and its Acquirer, at their sole discretion, and will effective only upon such approval. Therefore, Sales Representative will not make any create any impression with a prospective merchant that its Merchant Agreement will be a prior to SIZL PAY APP, Inc. or its Acquirer’s review and approval. Further, Sales Representative acknowledged; all aspects of the Merchant Program are subject to the management and approval of SIZL PAY APP, Inc. Acquirer, and Sales Representative shall make no representations to the contrary. The relations! created with a Merchant by a Merchant Agreement shall be owned exclusively by SIZL PAY APP, Inc., and Representative will act solely in the capacity of a service representative to Merchants, as directed SIZL PAY APP, Inc.

2.5 Acceptable Merchants. Sales Representative shall market the Merchant Program only to bona fide and lawful businesses and in accordance with the Merchant Program Standards. Sales Representative shall promptly notify SIZL PAY APP, Inc. in writing of any adverse information that Sales Representative receives relating to a prospective merchant or a Merchant, including information regarding such prospective merchant or Merchant’s financial condition, use of Cards for any purpose other than payment for the bona fide sale of goods and services, changes in such prospective merchant’s or Merchant’s method of doing business or types of goods or services, or information that could be materially adverse to such prospective merchant?s or Merchant’s ability to conform to the terms of its prospective or existing Merchant Agreement.

2.6 Supplies and Merchant Training. Sales Representative shall instruct each Merchant to contact SIZL PAY APP, Inc. in sufficient time to order all necessary supplies. Sales Representative shall provide proper training in the use of processing equipment and other Systems, and in the proper operational procedures for acceptance of credit and/or debit cards according to the Rules. The foregoing may include placement of manual imprinters for all Merchants, use of SIZL PAY APP, Inc. approved manuals, and use of written procedures and training related to the use of electronic point-of-sale terminals.

2.7. Marketing Materials. Sales Representative shall use only those marketing and promotional materials that have received SIZL PAY APP, Inc.’s prior written approval. To the extent that a Sales Representative is not registered with Visa as an Independent Sales Organization, with Mastercard as a Member Service Provider ISO or MSP, or with any other Payment Network as may be required under its Rules,
(i) it must market processing services under the SIZL PAY APP, Inc. brand or brands, and (ii) it is not authorized to represent that it sells Visa and/or Mastercard processing services, which includes the use of the Visa and/or Mastercard logos or marks. Sales Representative shall not use any Payment Network trademark on business cards, letterhead or stationery. When soliciting prospective merchants on behalf of SIZL PAY APP, Inc., Sales Representative may not present itself to such prospective merchants under any trade name other than North American Bancard, LLC.,

2.8 Sales Persons. Sales Representative shall be responsible for identifying and employing Sales Persons who will solicit prospective merchants and otherwise market and operate under the Program. Sales Representative shall be liable for the actions of all Sales Persons. All Sales marketing the Merchant Program must be disclosed to, and approved by, SIZL PAY APP, Inc. Sales Representative will immediately notify SIZL PAY APP, Inc of the termination of any Sales Person.

2.9 Site Surveys. Upon SIZL PAY APP, Inc.’s demand, Sales Representative or Sales Person shall perform an on-site inspection of a Merchant’s place of business. This site inspection may include a picture of the facade of the business establishment demonstrating Merchant’s d/b/a name and a picture of the inside of the business premises, preferably showing Merchant’s inventory. Sales Representative authorizes SIZL PAY APP, Inc. to conduct site surveys of its business/personal address(es).

2.10 Sub-Contracting of Services. Sales Representative may not enter into any contract, whether written or oral, with any other organization or entity (other than with Sales Persons in accordance with Section 2.8 above) to market the Merchant Program without SIZL PAY APP, Inc.’s prior written consent. Each such entity approved by SIZL PAY APP, Inc. must enter into a separate written agreement with SIZL PAY APP, Inc.

2.11 Losses. All losses incurred by SIZL PAY APP, Inc. attributable to Merchants, including fraud, chargebacks and non-payment of Merchant fees, will be borne by SIZL PAY APP, Inc.; provided, however, that Sales Representative will be liable to both SIZL PAY APP, Inc. and its Acquirer for all losses, fines, fees and expenses arising out of Sales Representative?s or its Sales Person’s fraud, negligence, or failure to comply the terms of this Agreement.

SECTION III EXPENSES AND COMPENSATION

3.1 Expenses. Sales Representative shall be responsible for payment of all expenses relating to its performance under this Agreement, and, except as set forth in Section 3.2, SIZL PAY APP, Inc. shall have no obligation whatsoever to reimburse Sales Representative for any expenses in incurred by Sales Representative in connection with this Agreement. Further, Sales Representative shall be solely responsible for determining whether payment will be made for expenses of any Sales Person and shall be be solely liable for any such payment.

3.2 Review of Documents. SIZL PAY APP, Inc. shall be responsible for expenses and legal fees incurred by SIZL PAY APP, Inc. in connection with its initial review of all agreements, marketing materials and other documentation relating to the Merchant Program that are proposed by Sales Representative. Any expenses and legal fees relating to the review of changes to such documents or new documents proposed or used by Sale Representative shall be paid by Sales Representative. In addition, Sales Representative shall pay all legal fees and expenses incurred by SIZL PAY APP, Inc. relating to the renegotiation of any term or condition of this Agreement or any renewal of this Agreement, if such renewal involves material changes to the Agreement.

3.3 Compensation.

(a) During the term of this Agreement and thereafter, but subject to Sections 3.3(?) and 7.2(c) hereof, compensation to Sales Representative will be paid as set forth in the attached Schedule A titled Revenue Share Program (“Compensation”), Compensation shall be paid only for those Merchants who begin processing Transactions under the Merchant Program, and who were not previously processing through SIZL PAY APP, Inc. or an affiliate of SIZL PAY APP, Inc. at any time within the ninety (90) day period immediately preceding the presentation by Sales Representative of the merchant application to SIZL PAY APP, Inc. Compensation calculated for a calendar month’s Transactions shall be paid within thirty days (30) after receipt thereof by SIZL PAY APP, Inc. At the time of each payment or soon thereafter, SIZL PAY APP, Inc. will provide a statement to Sales Representative detailing the computations used by SIZL PAY APP, Inc. in arriving at the Compensation payable for such period. If Sales Representative disputes any Compensation paid to it, Sales Representative agrees to inform SIZL PAY APP, Inc. in writing within 30 days of the date of payment. Sales Representative waives any claim against SIZL PAY APP, Inc. regarding any Compensation that Sales Representative fails to dispute within such 30-day period. Notwithstanding anything to the contrary in this Agreement, Sales Representative shall have no right or claim to receive Compensation for, or to share in, revenues generated by any products or services now or in the future sold by or through SIZL PAY APP, Inc., except to the extent that such products, services and accompanying revenues arise under Merchant Program and are expressly incorporated as a component in determining Compensation accordance with Schedule A; provided, however, SIZL PAY APP, Inc. may, in its sole discretion, prohibit Sales Representative from participating in any increased revenue generated by such products or services if Sales Representative has not submitted a minimum of three (3) approved Merchant Accounts during the 6-month period immediately prior to the date SR receives notice from SIZL PAY APP, Inc. of any Merchant price adjustment(s). Compensation will terminate immediately (i) upon termination of this Agreement by SIZL PAY APP, Inc. because of an Event of Default caused by Sales Representative or (ii) if, subsequent to termination of this Agreement pursuant to Section VII hereof, Sales Representative breaches or is in violation of any provision of Section VI hereof. Sales Representative acknowledges that the fees charged to Merchants and Sales Representative by SIZL PAY APP, Inc. are subject to change in SIZL PAY APP, Inc.’s sole discretion. Residual payments for accounts on reserve will be settled to the Sales Representative at 50% of the contracted residual rate. SIZL PAY APP, Inc. will settle the reduced residual amount until such time as the reserve balance is released to the merchant.

(b) Sales Representative will be obligated to return Compensation received by it on account of (i) any Transaction that becomes the subject of a chargeback or credit, (ii) any Merchant fees, expenses or charges that are refunded by SIZL PAY APP, Inc. to a Merchant for any reason, and (iii) any Merchant fees, expenses or charges that are rejected or not collected for any reason. To the extent that such chargebacks, credits, fees, expenses or charges owed by Merchants to SIZL PAY APP, Inc. remain unpaid and/or Sales Representative is obligated to return any Compensation, SIZL PAY APP, Inc. will have the right to recover such amounts by setoff pursuant to Section 3.4, and if future Compensation is not sufficient to pay amounts due from Sales Representative within thirty (30) days, then Sales Representative shall pay SIZL PAY APP, Inc. such amounts in full within ten (10) days after written demand for payment by SIZL PAY APP, Inc. In the event that Sales Representative fails to pay such amount in timely fashion, or fails to pay any other amount due SIZL PAY APP, Inc. pursuant this Agreement, then Sales Representative shall also pay interest on the amount due, calculated at the lesser of (y) 1.5% per month or (z) the highest interest rate allowable under law.

(c) SIZL PAY APP, Inc. may suspend the payment of Compensation due to Sales Representative if SIZL PAY APP, Inc. has a reasonable basis to believe that Sales Representative has violated or breached any provision of this Agreement. This suspension of payments shall continue for as long as SIZL PAY APP, Inc. reasonably requires in order to complete its investigation of the suspected violation or breach. SIZL PAY APP, Inc. shall notify Sales Representative in writing promptly of its decision to suspend compensation under this clause (c), as well as any findings and further action taken as a result of its investigation. No interest shall be due by SIZL PAY APP, Inc. to Sales Representative for Compensation suspended in accordance with this clause (c).

(d) Sales Representative shall determine reasonable compensation to be provided to Sales Persons employed in marketing the Merchant Program for SIZL PAY APP, Inc., and Sales Representative shall be responsible for providing such compensation to each such Sales Person from revenues paid to Sales Representative under this Agreement.

(e) SIZL PAY APP, Inc. shall have the right to terminate Compensation to Sales Representative if (i) Sales Representative is not actively soliciting and establishing new Merchant Accounts for a period of 6 months or longer, and (ii) Sales Representative’s total monthly Compensation hereunder is less than or equal to $250.00. Sales Representative must submit a minimum of three (3) approved Merchant Accounts during this 6-month period to be considered as actively soliciting merchant accounts to continue to receive $250.00 or less in residual Compensation.

3.4 Setoff Rights, Security Interests. SIZL PAY APP, Inc. shall have the right to setoff any amounts owed by Sales Representative under this Agreement against any funds credited to or owing to Sales Representative (including any Compensation payable to Sales Representative hereunder). SIZL PAY APP, Inc. may exercise this right of setoff at any time and without notice to Sales Representative whether or not the obligations of Sales Representative to SIZL PAY APP, Inc. are then due. As security for the obligations of Representative to SIZL PAY APP, Inc., Sales Representative hereby grants SIZL PAY APP, Inc. a security interest in all money, instruments and other property of Sales Representative that may now or hereafter be held by SIZL PAY APP, Inc. or its Acquirer.

3.5 Sale or Merger of SIZL PAY APP, Inc. SIZL PAY APP, Inc. may, at any time, sell its business (whether by selling substantially all of its assets, through the sale of its equity securities or by merger or consolidation or all or any portion of its Merchant portfolio. In such case, and provided that Sales Representative is not in breach of this Agreement or otherwise not in good standing hereunder, Sales Representative may, at SIZL PAY APP, Inc.’s option, either (i) continue to be paid Compensation by the successor company or (ii) be paid a one-time buy out to be negotiated at the time of such buy out.

SECTION IV ADDITIONAL OBLIGATIONS

4.1 Compliance with policies and procedures. Sales Representative agrees to comply in all
respects with (i) the Merchant Program Standards, and (ii) the Rules. Sales Representative further acknowledges and agrees that the Merchant Program Standards and the Rules may be amended from time to time, and Sales Representative agrees to accept and abide by all such amendments within thirty (30) days after receipt of such revisions (or immediately if amendments require earlier compliance). In the event of any inconsistency between any provision of this Agreement and the Rules, the Rules shall govern. Sales Representative will comply with all Requirements of Law in performing its duties hereunder and in any of its dealings with respect to the Merchant Program. Finally, Sales Representative will comply with SIZL PAY APP, Inc.’s then current Sales Representative Compliance Policy and Code of Ethics, as such may be amended from time to time by SIZL PAY APP, Inc. (collectively, the “Compliance Policy”).

4.2 Credit reporting/Criminal Background Checks on Sales Representative. Sales Representative authorizes SIZL PAY APP, Inc. to investigate individual credit bureau and criminal background reports on each of Sales Representative’s principals and Sales Persons, which shall include (i) any persons, whether individually or collectively, directly or indirectly, owning 10% or more of Sales Representative (each, a “Principal”), (ii) any officer or director of Sales Representative, and (iii) any person actively participating in the control or management of Sales Representative’s business. Sales Representative shall provide such further written authorizations to SIZL PAY APP, Inc. as may be required from time to time by third parties in order to secure the foregoing reports and information. All information furnished by Sales Representative in response to inquiries of SIZL PAY APP, Inc. shall be true, complete and correct in all respects. Sales Representative shall provide a list of all Principals to SIZL PAY APP, Inc. prior to the execution of this Agreement and shall notify SIZL PAY APP, Inc. of any change in such list within ten (10) days of any such change being made.

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