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Younion NONEXCLUSIVE RESELLER AND DISTRIBUTOR AGREEMENT

Last updated August 30, 2021

Welcome to the Younion NONEXCLUSIVE RESELLER AGREEMENT (this "Agreement"). This Agreement is a legal agreement between Younion Co., Inc. ("Younion,""us" or "we") and each entity or person who is identified as a User or Merchant on the Registration Pages of the Younion Platform and agrees to also conduct business as a Younion Reseller as described in this Agreement ("Agent" or "you") in accordance with the terms of this Agreement. The Agent and Younion™ are each individually referred to herein as a "Party" and are collectively referred to herein as the "Parties." The term "Agreement" as used herein shall include the Exhibits hereto. In providing the Services hereunder you agree to abide by all of the terms and conditions in this Agreement.

OVERVIEW OF PLATFORM AND RESELLER SERVICES.

Younion™ has developed, operates and maintains a mobile first digital commerce platform that makes it easy for merchants to conduct business digitally ( the "Platform"). Younion provides data-driven growth for business and helps sustain local commerce by making local small businesses more competitive. Younion merchants are enabled by the Platform through their smartphones. By utilizing available Merchant and market data Younion can help businesses grow through better pricing and improved customer service. The markets targeted by the Platform are small and medium sized businesses with 20 or fewer employees, a product and/or service offering of 200 or fewer SKU's, operations in a service area of up to a 10-mile radius and enough customers to transact $1,000 a week in the Platform (the "Target Markets"). Agent desires to conduct business as a Younion™ reseller to the businesses operating in Target Markets for which it has or acquires data and which are generically identified in Section 1 hereof including, without limitation merchants, business operators, business associations, local stores, service professionals, startup businesses and all other small and medium sized businesses (collectively referred to herein as "Merchants" or "Target Market Businesses" as appropriate) which Agent can introduce, identify, refer, cross sell or otherwise bring into contact with Younion™ (the "Services") to register as Merchants on Younion™ and to conduct commerce on the Platform (each such registration a "Sale").

NOW, THEREFORE, in consideration of the covenants contained herein, Younion™ on behalf of itself, its parent and its subsidiaries and Agent agree to engage as follows:

  1. Younion™ and Reseller Agreement.

    (a) Younion™ hereby engages Agent to provide, and Agent agrees to provide on a mutually nonexclusive basis the Services at the quality and level of skill expected for such Services in accordance with the performance guidance provided in Exhibit A hereto. Sales concluded by reason of Agent's Services shall be onboarded to Younion through the Internet via the Younion™ application in accordance with the terms of such application including, without limitation, the right of Younion™ to reject any such Sale or Merchant for any reasons or for no reason. Younion™ reserves the right to solicit, contact and engage any business or person, whether or not referred by Agent, and with no obligation to Agent whatsoever, so long as such business or person does not theretofore constitute a Sale credited to Agent under this Agreement. Agent's authorization hereunder to provide Services is non assignable except upon our written consent

    (b) Except for the fees to be paid to Agent pursuant to Section 5 and Exhibit B of this Agreement, Agent shall have no ownership or other rights in any Sale made by Younion™ to a Merchant pursuant to this Agreement and all property, income or other rights which arise with respect to any Sales on Younion™ resulting from Agent's Services under this Agreement are and shall be the exclusive property of Younion™.

  2. Term.

    The term of this Agreement will begin as of the Effective Date and will continue thereafter for a period of one year until the first anniversary of the Effective Date (the "Initial Period"). This Agreement shall automatically renew for additional one-year renewal periods each a "Renewal Term") following the expiration of the Initial Period or any Renewal Term, unless a Party hereto provides the other Party hereto with written notification of its intention not to renew this Agreement at least 30 days prior to the end of the Initial Period or any Renewal Term , as the case may be, or unless this Agreement is terminated in accordance with the provisions set forth in Section 7 of this Agreement.

  3. Representations and Warranties.

    (a) Agent represents and warrants to Younion™ that it has all licenses, permits, consents and approvals required to be obtained by it from any regulatory agency exercising its authority over Agent in order for it to lawfully conduct its business, to perform its obligations hereunder and to receive the rights and benefits available to it hereunder except to the extent the failure to have any of the foregoing could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on Agent.

    (b) Younion™ represents and warrants to Agent that it has all licenses, permits, consents and approvals required to be obtained by it from any regulatory agency exercising its authority over Younion™ in order for it to lawfully conduct its business, to perform hereunder and to receive the rights and benefits available to it hereunder except to the extent the failure to have any of the foregoing could not, singly or in the aggregate, reasonably be expected to have a material adverse effect on Younion.

  4. Covenants.

    (a) Younion™ Covenants.

    1. Younion™ agrees to provide a Monthly Report (as defined in Section 5(b)) to Agent detailing all fees earned by Agent arising from their Sales.
    2. Younion™ will comply with all federal, state and local statutes, codes, ordinances, laws, regulations, rules, orders and decrees, including those of any governmental agencies that exercise authority over Younion™ to the extent the same are applicable to Younion's rights or obligations under, or performance of, this Agreement.
    3. Younion™ will maintain functionality within the Younion™ accounting system to accurately track, and report to Agent, all Younion™ onboarded Merchants from Agent regularly during the Term of this Agreement and to accurately track fees due to Agents based on merchant signups and transactions until such time as Younion™ is no longer obligated to pay Agent Reseller fees or other compensation applicable to any Agent Sales, as provided below.
    4. Younion™ will provide its sales materials to Agent in quantities determined by Younion™ to be sufficient to assist Agent in effectively providing Services under this Agreement. Such sales materials may include a Younion™ standard business card which identifies the Agent as "Independent Sales Agent", lists the Agent's business email in the format "firstname.lastname @jointhe younion.com", and lists Agent's personal cell phone. If Agent requests additional quantities of sales materials or special sales materials, such additional quantities or special-order items shall be at Agent's cost.

    (b) Agent Covenants.

    1. Agent will develop and conduct the Services at the highest level of skill and ethics and conduct its Reseller business in accordance with the guidelines set out in Exhibit A of this Agreement.
    2. If Agent desires to supplement Younion™ provided sales materials, Agent shall consult with Younion™ regarding the development of any advertising or marketing artwork and promotional copy that specifically markets Younion (collectively, "creative materials"). Agent shall submit any creative materials it independently develops to Younion™ for its prior written approval. Younion has the exclusive right to approve or disapprove any Agent creative material for any reason or no reason. Younion™ shall exclusively own all rights of attribution and integrity, and all other common-law and statutory rights relating to the creative materials featuring its branding.
    3. Agent agrees that it will obtain and maintain any and all licenses, registrations, or authorizations that are or may be required by any federal, state, or local regulatory agency with authority over Agent related to its Services.
    4. Agent will comply with all federal, state and local statutes, codes, ordinances, laws, regulations, rules, orders and decrees, including those of any governmental agencies that exercise authority over Agent, to the extent the same are applicable to any of Agent's rights or obligations under, or performance of, this Agreement.

  5. Fees and Expenses.

    (a) Settlement. On or before the 15th business day of each month during the Term and in the month immediately following the end of the Term, Younion™ shall provide the Agent an electronic statement of accounting with financial details that provide the necessary support for the calculation of Agent's fee applicable to each Younion registered Merchant (the "Monthly Report"). On or before the 19th business day of each month, Younion™ shall remit payment of the amount of fees as shown on the Monthly Report that is due and owing to Agent for the prior month via an ACH credit to an account designated by Agent. If Agent disagrees with the amount shown as due and owing to Agent on any Monthly Report, Agent shall notify Younion™ thereof in writing and the parties will work together to resolve such dispute in accordance with this Agreement; provided, however, Younion™ shall only be obligated to pay any amount not in dispute when the same is first due and payable.

    (b) Expenses. Each party shall bear and be solely responsible for all expenses which they incur in performing under this Agreement; provided, however, that Younion™ may, from time to time, acting in its sole discretion, provide targeted marketing and advertising support by financial or other means, to the Agent or to any of its agents in accordance with the terms for such support set forth in this Agreement.

  6. Incorporation by Reference of Provision of the Terms of Service Agreement Executed by Parties simultaneously with This Agreement (the "Terms of Service Agreement").

    (a) The terms and conditions of the following sections of the Terms of Service Agreement are hereby adopted and incorporated herein with the same force and effect as through fully set forth herein with reference to this Agreement in place of reference to 'Terms of Services', as appropriate.:

    1. Section 8 Confidential Information
    2. Section 9 Limitation of Younion Liability; Limitation of Younion Warranties
    3. Section 10 Your Indemnification of Younion
    4. Section 14 Governing Law; Disputes; Legal Remedies
    5. Section 15 General Contract Provisions

  7. Termination.

    (a) This Agreement shall terminate on the last day of the Term or the last of any Renewal Term provided in Section 2 hereof.

    (b) Either Party may terminate this Agreement: (i) at any time upon written notice to the other Party if the other Party breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the breach; or (ii) for any reason, or no reason, upon thirty (30) days' written notice to the other Party. In the event of a termination by one Party as a result of the other Party's breach of this Agreement, the non-breaching Party shall have all rights and remedies available to such Party at law or in equity.

    (c) If this Agreement is terminated for any reason hereunder other than breach by the Agent, Younion™ shall pay fees due to Agent based on signed Merchants' transaction through the last day of the Term or the then Renewal Term, in accordance with Section 5(a) and Section 5(b) of this Agreement. If this Agreement is terminated for reason of breach by Agent, all payments of fees by Younion™ to Agent shall be suspended as of the date of termination until damages to Younion™ by reason of the Agent's breach are finally negotiated or otherwise finally determined.

    (d) Upon termination of this Agreement at any time and for any reason, all Younion™-issued QR codes designating Agent as a fee recipient under this Agreement shall be immediately terminated.

  8. Entire Agreement.

    This Agreement, together with the Exhibits hereto and the provision of the Terms of Service incorporated herein by reference and made a part hereof constitutes the entire agreement between the parties with respect to the Services described herein and supersedes (a) all prior oral or written proposals or agreements, (b) all contemporaneous oral proposals or agreements, and (c) all previous negotiations and all other communications or understandings between the parties, in each case with respect to the reseller Services.

  9. Relationship of Parties.

    In entering this Agreement, the parties are acting as independent contractors. This Agreement does not create a fiduciary relationship, partnership, joint venture, or relationship of employment, trust or agency between the parties. Younion shall not be responsible for federal, state and local taxes derived from the Agent's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to the Agent.

  10. Survival.

    The parties agree that the provisions of this Agreement that by their terms or nature are intended to survive the termination of this Agreement shall survive such termination.

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EXHIBIT A

Agent Reseller Services and Performance

  1. Reseller Services

    The Agent is an existing business operating in the commercial environment of Younion's Target Market Businesses. Agent proposes that Younion™ use Agent's Services on a regular basis on and for the compensation set forth in Section 5 and Exhibit B hereof, to make sales to the Target Market Businesses which create Merchant registrations as transacting Younion Merchants. Younion has the rights to approve or disapprove any Agent creative material for any reason or no reason.

  2. Reseller Onboarding

    To qualify as a reseller, the Agent is required to successfully satisfy the requirements of onboarding as a reseller with Younion™. These requirements include (but are not limited to):

    1. Create your own Younion Shop by onboarding as a business in the Platform
    2. Review all Younion™ designated knowledge transfer materials
    3. Understand how to effectively use Younion™ marketing collateral or messaging
    4. Able to use Younion QR codes in sales strategy
    5. Demonstrate an ability to fully register a business to become a Younion™ business
    6. Demonstrate plan to train Agent's sellers and affiliates if applicable
    7. Maintain required knowledge level of Agent and Agent sellers and affiliates if applicable
    8. Identify resource to participate in governance meetings

  3. Merchant Registration

    1. Sales will be developed among Target Market Businesses by Agent in various ways including but not limited to, the use of a unique QR Code promoted in Agent's sales channel, digital marketing, face-to-face Merchant meetings that enable potential users, distribution of printed materials and published advertising.
    2. In addition to existing business relationships, Agent can use its own website and any other sales and marketing channels to promote the use of Younion with Agent's Younion™ custom issued QR code that will identify the Agent of record that onboarded Younion™ Merchants under the guidelines of Section 4.
    3. Merchant registration will always occur via Younion™ custom issued QR code assigned to the Agent's sales campaign.

  4. Operating Duties and Responsibilities

    The Target Market Agent will:

    1. Possess a clear knowledge and able to position value of Younion to Merchants
    2. Drive awareness to Younion through different types of campaigns
    3. Focus on businesses that can drive user adoption and generate $1000 in transactions a month
    4. Identify and contact Merchants within the Target Market
    5. Schedule and perform product demonstrations with potential Merchants if sales strategy is face to face or through Zoom or other videoconferencing platform
    6. Develop and maintain relationships with existing Merchants if sales strategy is location-based
    7. Generate and submit data in support of commission calculation
    8. Assist business owners with the Younion onboarding process as needed

  5. Collaboration Meetings

    Agent and Younion™ will conduct a collaboration meeting on a monthly basis to review key performance indicators (KPI), sales efforts, performance metrics, issues, upcoming changes to Younion and other issues as required based on the KPIs set forth below and the development and performance indicators set forth in Section 2 and Section 4. These meetings will be held after the 19th of each month and can be used as an escalation point for reporting or compensation discussions

    Required Attendees:
    Senior Agent business leader with decision-making authority
    Younion Reseller Manager

  6. Performance Guidelines: Key Performance Indicators

    1. Younion™ Merchant count (new/total)
    2. Businesses Visited
    3. Gained/lost Younion™ Merchants
    4. Younion™ transacting Merchants
    5. Gained/lost transacting Younion™ Merchants
    6. Younion Transactions
    7. Average Order Value
    8. Disputes

  7. Performance Guidelines: Termination

    Agents are required to generate new sign-ups that become Younion Merchants, and each month grow new registered businesses, associated customers and transactions on Younion. Agents are expected by Younion to generate new business signups and transacting businesses on a daily and weekly basis, reaching a minimum of ten (10) per month that reach $1000 in transactions over a period three (3) months.

    In the event that Agent is not able to meet the volume requirement, Agent and Younion™ will discuss remediation during monthly collaboration meetings. After three (3) consecutive months or four (4) out of six (6) months of Agent missing new Younion business growth targets, Younion™ may terminate the partnership with Agent at its sole discretion in accordance with the termination provision of the Agreement.

EXHIBIT B

COMPENSATION

  1. Merchant Onboarding

    Agents are compensated for each new Younion Merchant registration. This direct compensation is paid in three phases: 1. upon a successfully completed merchant signup in the app; 2. after the first transaction that business has with a customer ; and 3. After an aggregate of 25 transactions with customers. Payments to the reseller are made monthly or quarterly, depending on the activity of the signed businesses. Refunds and disputed transactions are excluded from the calculation.

    Merchant acquisition compensation as described in this section is outlined in Table 1 below.

Compensation Event Compensation
Younion™ Merchant Registration $25.00
Younion™ Merchant Achieves First Transaction $25.00
Younion™ Merchant Achieves Twenty Five (25) Transactions $25.00
Table 1 – Merchant Acquisition Compensation