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Become a Merchant
Become a Sales Agent
CannAvenue Ltd

INDEPENDENT SALES AGENT AGREEMENT

Hereinafter known as: “The Agreement”, “This Agreement”, “the Sub Agent Agreement”, “the Contract”


Between,

CannAvenue Ltd.
PO Box 40085 Joshua Creek, Oakville, Ontario, Canada, L6H0G1

Hereinafter known as; “we”, “us”, “CannAvenue Ltd”, “the supplier”, “CannAvenue”, CannAvenue Group”

And You,

The Sales Agent

Hereinafter known as; “you”, “the reseller”, “Sales Agent”


WHEREAS the reseller wishes to engage the supplier to resell the supplier’s products and services and WHEREAS the supplier shall compensate the reseller for each sale of product or service. The products and services include, but are not limited to, retail point of sale solutions, compliance solutions, B2B/B2C marketplace, advertising solutions and payment processing. Compensation details can be found in Schedule B of the CannAvenue Independent Sales Agent Agreement.

WHEREAS the term “Fulfillment Order” shall mean any order request for any products and services that the reseller may bring to the supplier. See Schedule A for more information.

WHEREAS the term “Customer” shall mean any individual or corporate entity that the reseller introduces or fulfills an order from, to the supplier.

This Independent Sales Agent Agreement is made by and between CannAvenue Ltd, a Canadian corporation and the entity and/or individual whose name and address are set forth above in this agreement. Therefore the parties agree as follows:

Section 1: MARKETING THE SERVICES

Appointment. Subject to the terms and conditions of this Agreement, CannAvenue hereby appoints Sales Agent as a reseller of the Cannavenue Services. In connection with such appointment, CannAvenue grants Sales Agent a non-transferable right to promote, market and solicit fulfillment orders for the CannAvenue Services from businesses wishing to utilize the CannAvenue Services ("Merchants"). Sales Agent shall identify prospective Merchants that meet both CannAvenue’s criteria as set forth in this Agreement and its general policies and procedures. Sales Agent will obtain all information and documentation reasonably required by CannAvenue and perform site inspections at its own cost and expense, as required by CannAvenue. Sales Agent shall install any software and equipment as necessary and also train the Merchants, if necessary, on how to use the CannAvenue Services. Sales Agent shall promptly provide CannAvenue with the current address of each of its offices and the offices of its employees or agents.



Approval of Merchants. Sales Agent acknowledges that all Merchants must be approved by CannAvenue and its vendors in their sole discretion and that Merchants will be able to utilize the CannAvenue Services effective only upon such approval. Sales Agent will therefore not make any promise to, or create any impression with a prospective Merchant that it will be approved prior to review and approval by CannAvenue. Sales Agent further acknowledges that all aspects of the CannAvenue Services are subject to the management and approval of CannAvenue and its vendors and that Sales Agent shall make no representations to the contrary.

CannAvenue Services Agreement. Sales Agent will be presented by CannAvenue with an online application and agreement(s) that will govern the relationship between the Merchants, CannAvenue and its vendors in regard to the CannAvenue Services Merchant Agreement. Sales Agent shall input all necessary information into CannAvenue’s online application system as required by CannAvenue. Sales Agent shall use only that form of Merchant Agreement that has been approved and supplied by CannAvenue. Sales Agent shall not make any changes or modifications to any Merchant Agreement without the prior written consent of CannAvenue. CannAvenue reserves the right to amend or change in any manner the said agreements between Merchants, CannAvenue, and its vendors, including changes to any and all fees due from Merchants.

Acceptable Merchants. Sales Agent shall market the CannAvenue Services only to bona fide and lawful businesses and in accordance with the policies, procedures, and standards of CannAvenue and its vendors, as well as this Agreement. The Sales Agent is prohibited against engaging in any marketing activity that is unlawful. Further, Sales Agent shall promptly notify CannAvenue in writing of any adverse information that Sales Agent receives relating to a Merchant, including information regarding a Merchant's financial condition or any other information relating to Merchant that could have a material effect on Merchant's ability to conform to the terms of its agreements.

Independent Contractors. It is understood and agreed by the parties that Sales Agent is an independent contractor with respect to CannAvenue. Neither Sales Agent nor Sales Agent’s employees, consultants, contractors or agents (collectively, "Sales Agents") are agents, employees, partners or joint ventures of CannAvenue, nor do they have any authority to bind CannAvenue by contract or otherwise to any obligation. Under no circumstances will Sales Agents represent to the contrary, either expressly, implicitly, by appearance or otherwise. CannAvenue will not provide, and Sales Agent shall not be entitled to any benefits CannAvenue provides to its employees, including but not limited to health insurance, disability insurance, paid vacation, paid holidays, pension or any other employee benefit. In accordance with the nature of this engagement, no taxes, whether federal or provincial, or payment of social security, Medicare, unemployment or workers' compensation are to be paid or withheld by CannAvenue from fees paid to Sales Agents for services rendered. Sales Agent accepts responsibility for such taxes, withholdings and payments and shall indemnify CannAvenue for any losses or claims arising from Sales Agent’s failure to withhold remit or pay such taxes. Any payments made to Sales Agents shall be reported on an income Statement of Remuneration Paid slip at the calendar year end each year, in the form of, while not limited to, a T4A or 1099

Compliance With laws, Marketing Materials and Code of Ethics. Sales Agent agrees to comply with the rules and regulations of Visa, MasterCard, Discover, American Express and all other such card associations and government regulators, as they may exist from time to time, and the rules and regulations of any debit network or federal or provincial organization or agency having jurisdiction over the activities of CannAvenue or Sales Agent ("Rules"). In the event of any inconsistency between any provision of this Agreement and the Rules, the Rules shall govern. Sales Agent hereby agrees to accept and abide by any amendments and revisions to the Rules. Sales Agent will comply with all applicable international, federal and provincial laws and regulations in performing its duties hereunder and in any of its dealings with respect to the CannAvenue Services. Sales Agent shall at all times comply with all anti­spam, privacy and telemarketing laws and regulations and not use any CannAvenue email address for the transmission of junk mail, spam or other unsolicited mass distribution of information. If CannAvenue believes that unauthorized or improper use is being made of any email account provided, it may, without notice, take such action as it deems appropriate in its sole discretion, including immediately
terminating access to same. Sales Agent shall use only those marketing and promotional materials that comply with the Rules and all federal, state, provincial and any other applicable laws or regulations of Canada and the USA. Finally, Sales Agent agrees to act at all times in conformity with the CannAvenue code of ethics.

Covenants of Sales Agent. Sales Agent will: (i) conduct business in a manner that reflects favorably at all times on the CannAvenue Services and the good name, goodwill and reputation of CannAvenue: (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to CannAvenue, the CannAvenue Services or the public; (iii) make no false or misleading representations with regard to CannAvenue or the CannAvenue Services; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to CannAvenue or the CannAvenue Services; (v) promote proper use of CannAvenue Services; and (vi) make no representation, warranties or guarantees to potential Merchants with respect to the specifications, features or capabilities of the CannAvenue Services that are inconsistent with the literature distributed by CannAvenue.

Registration and Certification. (a) In the event that Sales Agent chooses to market the CannAvenue Services under Sales Agent’s own company name or brand, Sales Agent will request that CannAvenue provide access to and assistance with registration, the whole at Sales Agent’s sole expense. Sales Agent acknowledges that authorization for registration with Visa or MasterCard is at the discretion of CannAvenue’s vendors. Sales Agent agrees that CannAvenue is not responsible for Sales Agent’s acceptability for registration with Visa or MasterCard and that CannAvenue will only act as a conduit to assist Sales Agent in said registration process. In the event that Sales Agent’s application for registration status is denied, Sales Agent acknowledges that this Agreement shall remain valid. If the Sales Agent does obtain registration status, Sales Agent shall maintain all certification, registration and related requirements (the "Registrations") required by the Card Brands and will provide CannAvenue, upon its request, with the information and documentation related to these Registrations. All costs, fees, charges, assessments, fines and other financial commitments related to such Registrations shall be the responsibility of the Sales Agent (b) Sales Agent agrees and understands that in the event Sales Agent does not become a registered, Sales Agent MUST market all CannAvenue Services under one of CannAvenue’s brand names. In such case, Sales Agent shall answer all phones and present business cards, letterhead, brochures, marketing materials and its website with one of the names owned by CannAvenue. (c) Sales Agent shall not alter any merchant application or agreement, including, removing any logos or identifying information. (d) Sales Agent shall ensure that any entity hired by Sales Agent to perform sales for Sales Agent shall execute documents and become registered representatives of CannAvenue prior to marketing CannAvenue Services. (e). The Sales Agent also represents and warrants that all software developed by the Sales Agent or a third party on behalf of the Sales Agent that stores, transmits or processes credit card holder data has received PA-DSS Certification or such other required certification as CannAvenue may advise from time to time.

Use of the Marks. Sales Agent may use the trademarks and service marks of CannAvenue, Visa, MasterCard, and all other such associations ("the "Marks") only in promoting the CannAvenue Services in conformance with the Rules subject to the sole discretion and approval of CannAvenue. Upon termination of this Agreement, Sales Agent agrees that it shall no longer use the Marks or anything similar thereto. Notwithstanding anything to the contrary contained herein, nothing stated herein shall be construed as granting Sales Agent any right, title and interest in and to the Marks or the goodwill associated therewith, and Sales Agent acknowledges that it will not, at any time, during or subsequent to the term of this Agreement, do or cause to be done, any act or thing contesting or in any way impairing or intending to impair any part of the right, title and interest and the goodwill represented by the Marks or impugn in any fashion the reputation of CannAvenue or attack the validity of the Marks.

Section 2 - THE SERVICE

Non-Exclusive Services. During the term of this Agreement, Sales Agent, its principals and its affiliates are free to perform services for other parties while performing services for CannAvenue and as such, they are allowed to enter into any agreement to solicit merchants for the merchant acquiring program of any processor or financial institution other than CannAvenue’s vendors. At its sole discretion, CannAvenue may change this policy within the guidelines of federal law. CannAvenue will be responsible to provide notice in writing at least 60 days in written notice to the Sales Agent.

Ownership of Merchant Agreements and Merchant Program Sales Agent acknowledges and agrees that it will have no equity interest, ownership, or other rights in any Merchant Agreement or in the CannAvenue Services provided. Further, Sales Agent acknowledges and agrees that all Merchant Agreements, Merchant records, documentation, and the information contained therein are the property of and are owned by the CannAvenue and/or its vendors. CannAvenue acknowledges that Sales Agent owns and has the rights to its compensation earned under this Agreement for approved Merchants solicited by Sales Agent although ownership of the Merchant Agreements belongs to the CannAvenue.

Method of Performing the Services. Sales Agent will determine the method, details, and means of performing the above-described services, including the determination of the need for and hiring of employees at Sales Agent’s own expense. CannAvenue may not control, direct, or otherwise supervise Sales Agent or its employees in the performance of those services, save and except to ensure that policies, procedures, and standards of CannAvenue or its vendors are properly applied.

Tools, Equipment and Supplies. Sales Agent will supply all tools, equipment, and supplies required to perform the services under this Agreement.


Section 3 – PAYMENT OF FEES

Fees. (a) During any period of time in which this Agreement remains in full force and effect, compensation to Sales Agent will be paid as set forth in the attached Schedule C. The compensation plan set forth in Schedule C shall be held in strict confidence by Sales Agent. CannAvenue may amend Schedule C to reflect any increases in the underlying costs attributable to its vendors, Visa, MasterCard and other similar entities; or (ii) if false or misleading representations made by the Sales Agent result in Merchant attrition or retention efforts being performed by CannAvenue. It is further understood and agreed that Sales Agent shall bear no liability to CannAvenue for the value of any merchant chargebacks, except to the extent that any such merchant chargebacks are either directly or indirectly related or attributable to the fraudulent or grossly negligent conduct of Sales Agent or any of its employees, agents, representatives, or nominees. Sales Agent authorizes CannAvenue to deposit funds directly into Sales Agent’s authorized CannAvenue deposit account, and CannAvenue will automatically deduct all amounts for Sales Agent’s obligations under this Agreement. CannAvenue shall only have to pay Sales Agent the amounts due to it under this Agreement if CannAvenue is paid by its vendors and/or merchants. If CannAvenue is not paid any amounts due by its vendors and/or merchants, it has no duty or obligation to pay any corresponding monies to Sales Agent. Sales Agent shall have thirty (30) days from the receipt of any compensation or residuals to notify CannAvenue in writing of any errors in payment of compensation or residuals. If Sales Agent does not notify CannAvenue within said thirty-day period, Sales Agent shall be deemed to have accepted without question such residual or compensation payment and may not in the future contest the amount paid or seek reimbursement for any discrepancies. Upon receipt of notice, CannAvenue shall have thirty (30) days to correct any errors.

Offset Rights, Security Interests. CannAvenue shall have the right of offset against any funds credited to or owing from CannAvenue to Sales Agent for any obligation of Sales Agent to CannAvenue, including, without limitation, obligations of Sales Agent under this Agreement. This right of offset may be exercised by CannAvenue at any time and without notice to Sales Agent whether or not the obligations of Sales Agent to CannAvenue are then due.

Section 4 - TERM AND TERMINATION

Term. The initial term of this Agreement shall be for a period of twelve (12) months, commencing on the Effective Date. This Agreement shall thereafter be automatically renewed for additional terms of one (1) year each unless either party notifies the other no later than thirty (30) days prior to the end of the current term that it does not wish to renew this Agreement.


Default. Either party shall have the right to terminate this Agreement at any time if:
(a) the other party breaches any of the provisions of this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice thereof from the non-breaching party; or
(b) the other party (i) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; or (ii) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment or assignment or composition for the benefit of creditors.

Failure to Comply with Rules. CannAvenue may immediately terminate this Agreement for a breach by Sales Agent of its obligations to comply with Section 1 (f) hereof, if CannAvenue reasonably determines that an opportunity to cure such default is not practical or warranted. CannAvenue may, at its sole discretion, effect such termination upon delivery of written notice to Sales Agent without regard to any provisions for cure of default.

Regulatory Demand. If Visa, MasterCard, or any federal, provincial or other type of regulatory agency having jurisdiction over the subject matter of this agreement makes a demand that either CannAvenue or any of its vendors discontinue or substantially modify any of the CannAvenue Services, either party in its sole discretion may terminate this Agreement upon written notice to the other, in which case neither party shall be deemed to be in default by reason of such termination.

Termination by CannAvenue. In addition to its other rights to terminate hereunder, CannAvenue may terminate this Agreement at its discretion by giving Sales Agent thirty (30) days prior notice.

Compensation to Sales Agent Following Termination. Unless this Agreement is terminated for a Material Breach (as hereinafter defined) or for the reasons as set forth in sections 4 (c) or 4 (d), CannAvenue agrees to make payments to Sales Agent as set forth in this Agreement for any Merchant obtained by CannAvenue through Sales Agent’s performance of this Agreement for any period of time during which the respective Merchant Agreements continue in effect. CannAvenue shall have no further obligation to make any payments to Sales Agent under this Agreement once Sales Agent’s monthly payment falls below one hundred dollars ($100.00), or the Merchant Agreement is terminated (provided that any amount owed or payable to Sales Agent at the time of such termination shall be paid by CannAvenue). A "Material Breach" shall mean a breach of this Agreement which (a) involves a failure by Sales Agent to perform one of its obligations which, by nature, is essential to the execution of this Agreement, (b) causes or is likely to cause irreparable harm to CannAvenue or (c) constitutes a breach of the Sales Agent’s representations and warranties set forth in this Agreement; for further certainty, a Breach of the Rules shall be deemed to be a Material Breach.

Termination of Compensation. If (a) this Agreement is terminated by CannAvenue under Section 4 (b) for a Material Breach, under Section 4 (c) or under Section 4 (d) , or (b) before or after termination or expiration of this Agreement the Sales Agent or any of its employees, agents or representatives (i) adopt fraudulent conduct or (ii) infringe Section 5 (h), then CannAvenue shall have no further obligations for payment of any compensation to Sales Agent under this Agreement, provided however that CannAvenue gives written notice to Sales Agent prior to such termination of compensation indicating the reason of such termination. Notwithstanding the foregoing, if CannAvenue, in its sole discretion, deems the reason for termination of compensation to be a curable breach or infringement, Sales Agent shall have thirty (30) days within receipt of the aforementioned notice to cure such breach or infringement. If such breach or infringement is not cured within this delay, termination of compensation shall become retroactively effective on the date on which the notice was sent to the Sales Agent. CannAvenue reserves the right to hold all compensation due to Sales Agent during any applicable cure period, if any. Should the breach or infringement be deemed cured, compensation shall be released to Sales Agent in accordance with what is provided in Section 4 (f).

Section 5 - OBLIGATIONS

Confidential Information. The parties acknowledge that in their performance of their duties hereunder either party may communicate to the other (or its designees) certain confidential and proprietary information, including without limitation information concerning the CannAvenue Services and the know-how, technology, techniques, or business or marketing
plans related thereto (collectively, the “Confidential Information”) all of which are confidential and proprietary to, and trade secrets of, the disclosing party. Confidential Information does not include information that: (i) is public knowledge at the time of disclosure by the disclosing party; (ii) becomes public knowledge of known to the receiving party after disclosure by the disclosing party other than by breach of the receiving party’s obligations under this section or by breach of a third party’s confidentiality obligations: (iii) was known by the receiving party prior to disclosure by the disclosing party other than by breach party's confidentiality obligations; or (iv) is independently developed by the receiving party. As a condition to the receipt of the Confidential Information from the disclosing party, the receiving party shall: (i) not disclose in any manner, directly or indirectly, to any third party any portion any of the disclosing party’s Confidential Information; (ii) Not use the disclosing party’s Confidential Information in any fashion except to perform its duties hereunder or with the disclosing party’s express prior written consent; (iii) disclose the disclosing party’s Confidential Information, in whole or in part, only to employees and agents who need to have access thereto for the receiving party’s internal business purposes; (iv) take all the necessary steps to ensure that its employees and agents are informed of and comply with the confidentiality restrictions contained in the agreement; and (v) take all necessary precautions to protect the confidentiality of the Confidential Information received hereunder and exercise at least the same degree of care in safeguarding the Confidential Information as it would be with its own confidential information, and in no event shall apply less than a reasonable standard of care to prevent disclosure. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information, The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. More specifically, Sales Agent must immediately notify CannAvenue of the loss or theft of any electronic device or computer, which may contain Confidential Information. Nothing in this Agreement shall prohibit receiving party from making legally required disclosures pursuant to subpoena, court order, or the order of any other authority having jurisdiction; provided, that receiving party shall provide disclosing party with prompt notice thereof so that disclosing party may seek an appropriate protective order or other remedy for its Confidential Information. If, in the absence of a protective order or other remedy or waiver of the terms of this Agreement receiving party determines in its sole discretion that it is required by law, regulation, legal process or regulatory authority to disclose any Confidential Information, receiving party may disclose such Confidential Information upon written notice to disclosing party. All Confidential Information shall be deemed the property of the disclosing party, and upon request, the receiving party will return all Confidential Information received in tangible form to the disclosing party or destroy and confirm the destruction of all Confidential Information in writing, signed by an authorized officer.

Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party, its employees, members, directors, manager officers or agents (collectively “indemnitees") from and against any loss, liability, damage, penalty or expense (including attorney’s fees, expert witness fees and cost of defense) they may suffer or incur as a result of: (i) any failure by the party or an y employee, agent or affiliate of the party to comply with the terms of this Agreement; (ii) any warranty or representation made by the party being false or misleading; (iii) any representation or warranty made by the party or any employee or agent of the party to any third person other than as specifically authorized by this Agreement; (iv) the manner or method in which the party performs the services pursuant to this Agreement; (v) negligence of the party or its subcontractors, agents or employees ; or (vi) any alleged or actual violations by the party or its subcontractors, employees or agents of any government laws, regulations or rules. With respect to Sales Agent’s business, Sales Agents must also defend, indemnify and hold CannAvenue and its indemnities harmless from any annoyance, spamming, or any other such offensive, harassing or illegal conduct.

Disclaimer of All Warranties. THE CANNAVENUE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. CANNAVENUE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO SALES AGENT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CANNAVENUE OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF CANNAVENUE’S OBLIGATIONS.

Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL INCIDENTAL, RELIANCE OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CANNAVENUE SERVICES, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY, INVESTMENTS, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL CANNAVENUE’S TOTAL LIABILITY TO SALES AGENT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE.

Taxes. Sales Agent shall pay, indemnify and hold CannAvenue harmless from (i) any sales, use, excise, import or export, value-added, or similar tax or duty, and any other tax or duty not based on CannAvenue’s income; and (ii) all government permit fees, customs fees and similar fees which CannAvenue may incur with respect to this Agreement. Such taxes, fees and duties paid by Sales Agent shall not be considered a part of, a deduction from, or an offset against, payments due to CannAvenue hereunder.

Sales Agent’s Warranties. Sales Agent represents and warrants to CannAvenue as follows:
(a) Sales Agent has the full power and authority to execute, deliver and perform this Agreement. This Agreement is valid, binding and enforceable against Sales Agent in accordance with its terms and no provision requiring Sales Agent’s performance is in conflict with Sales Agent’s obligations under any charter or any other agreement (of whatever form or subject) to which Sales Agent is a party or by which it is bound.
(b) If other than a sole proprietorship, Sales Agent is duly organized, authorized and in good standing under the laws of Canada, province, USA or state of its organization and is duly authorized to do business in all other provinces in which Sales Agent’s business make such authorization necessary or required.
(c) Except as otherwise disclosed in writing by Sales Agent to CannAvenue on or before the effectiveness of this Agreement, neither Sales Agent nor any principal has been subject to any (i) criminal conviction (excluding traffic misdemeanors or other petty offenses); (ii) bankruptcy filings; (iii) governmental liens; (iv) federal or provincial regulatory administrative or enforcement proceedings; or (v) restraining order, decree, injunction or judgment in any proceeding; or is named in a lawsuit alleging fraud or deceptive practices before or at any time during the term of this Agreement.
(d) Sales Agent agrees to provide workers' compensation insurance for all of its employees and agents and agrees to hold harmless and indemnify CannAvenue for any and all claims arising out of any injury, disability, or death of Sales Agent’s employees or agents.

Audit Rights. CannAvenue shall have the right, at its sole cost and expense, to have an independent certified public accountant, conduct during normal business hours and upon reasonable notice, an audit of the appropriate records of Sales Agent. CannAvenue shall have the right, at its sole cost and expense, to perform complete personal credit and background checks of Sales Agent, before and during the term of this Agreement.

Non-Solicitation of Merchants. Without CannAvenue’s prior written consent (which consent may be withheld in CannAvenue’s sole and absolute discretion), Sales Agent shall not knowingly cause or permit any of its employees, agents, principals, affiliates, subsidiaries or any other person or entity (i) to solicit or provide services that compete with the CannAvenue Services to any Merchant that has been accepted by CannAvenue; (ii) to solicit or otherwise cause or encourage any Merchant that has been accepted by CannAvenue or its vendors to terminate its participation in any of the CannAvenue Services; or (iii) to solicit or market services to any Merchant that is already directly or indirectly provided any of the CannAvenue Services by CannAvenue, whether or not such are provided under the terms of this Agreement. This section shall apply during the term of this Agreement and for three (3) years after any termination, cancellation or expiration of this Agreement or for so long as Sales Agent is receiving compensation, whichever is longer. Sales Agent will remain responsible for resulting damages from such prohibited solicitation.
The first paragraph of this section 5 (h) shall not apply to Sales Agent when, further to verifications carried out by
CannAvenue for this purpose, CannAvenue acknowledges, in its sole discretion, that Sales Agent also carries on the business of an independent software vendor. The first paragraph shall not apply in this instance but only in respect of a Merchant that Sales Agent wishes to solicit in his capacity as an independent software vendor for the bona fide purpose of marketing products and services of software vendors that CannAvenue does not offer to merchants. CannAvenue may make these verifications at any time during the term of this Agreement and Sales Agent shall provide CannAvenue with all information reasonably requested for this purpose. Sales Agent may not circumvent the application of the first paragraph under the guise of carrying on the business of an independent software vendor.

Non-Solicitation. (a) During the period that this Agreement is in effect and for the three (3) year period immediately following termination of this Agreement or for so long as Sales Agent is receiving compensation hereunder, whichever is longer, Sales Agent shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of, or consultant to, CannAvenue or its affiliates to leave the employ of, or consultancy to, CannAvenue or its affiliates, or in any way interfere with the relationship between CannAvenue or its affiliates and any employee or consultant thereof; (ii) hire any person who was an employee of, or consultant to, CannAvenue or its affiliates at any time during the twelve-month period immediately prior to the date on which such hiring would take place without the written consent of a CannAvenue officer (it being conclusively presumed by the parties so as to avoid any disputes under this section that any such hiring within such twelve-month period is in violation of clause (i) above); (iii) call on, solicit or service any merchant, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation of CannAvenue or its respective affiliates in order to induce or attempt to induce such person to cease doing business with CannAvenue or its affiliates, or in any way interfere with the relationship between any such merchant, referral partner, affiliate, agent, supplier, licensee, licensor, consultant, contractor or other business relation and CannAvenue or its affiliates (including, without limitation, making any negative statements or communications about CannAvenue or its affiliates); or (iv) call on, solicit, or take away or attempt to call on, solicit, or take away any of CannAvenue’s merchant referral partners, affiliates, agents and vendors on whom Sales Agent called or with whom Sales Agent became acquainted during its contractual relationship with CannAvenue, either on its behalf or that of other person, firm, or corporation.
(b)If, at the time of enforcement of the covenants contained in this section above (the "Protective Covenants"), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the Protective Covenants to cover the maximum duration, scope and area permitted by law. Sales Agent agrees that the Protective Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of CannAvenue’s businesses and agrees not to challenge the validity or enforceability of the Protective Covenants.

Intellectual Property. "Intellectual Property" means all of the following owned by a party: (i) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (ii) patents, patentable inventions, computer programs, and software; (iii) databases; (iv) trade secrets and the right to limit the use or disclosure thereof; (v) copyrights in all works, including software programs; and (vi) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as "Intellectual Property Rights". Other than the express licenses granted by this Agreement, CannAvenue grants no right or license to Sales Agent by implication, estoppel or otherwise to the CannAvenue Services or any Intellectual Property Rights of CannAvenue. Each party shall retain all ownership rights, title, and interest in and to its own products and services (including in the case of CannAvenue, in the CannAvenue Services) and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein. CannAvenue (and not Sales Agent) shall have the sole right, but not the obligation, to pursue copyright and patent protection, in its sole discretion, for the CannAvenue Services and any Intellectual Property Rights incorporated therein. Sales Agent will cooperate with CannAvenue in pursuing such protection, including without limitation executing and delivering to CannAvenue such instruments as may be required to register or perfect CannAvenue’s interests in any Intellectual Property Rights and any assignments thereof. Sales Agent shall not remove or destroy any proprietary, confidentiality, trademark, service mark, or copyright markings or notices placed upon or contained in any materials or documentation received from CannAvenue in connection with this Agreement.


Section 6 – GENERAL PROVISIONS

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.

Drafting. No provision of this Agreement shall be construed against any party merely because that party or counsel drafted or revised the provision in question. All parties have been advised and have had an opportunity to consult with legal counsel of their choosing regarding the force and effect of the terms set forth herein. This Agreement shall be deemed to be jointly prepared by the parties and therefore any ambiguity or uncertainty shall be interpreted accordingly.

Waiver. No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.

Assignment. Neither party shall assign, delegate, subcontract, license, franchise, bequeath, or in any manner attempt to extend to any third party any right or obligation under this Agreement except as otherwise permitted herein without the prior written consent of the other party; provided, however, CannAvenue may assign this Agreement and its rights hereunder to its parents, subsidiaries, affiliates and a purchaser of any of its assets or equity. Notwithstanding any other provisions in this Agreement, Sales Agent may assign or sell its rights to its compensation under this Agreement to a third party provided however that CannAvenue shall first have the right to purchase such compensation rights from Sales Agent. In the event Sales Agent seeks to sell its right to compensation to a third party, it shall provide CannAvenue with written notice of the material terms of the third- party offer, and CannAvenue shall have thirty (30) days within which to notify Sales Agent if it will match said third-party offer. If CannAvenue elects to match the third-party offer, Sales Agent shall sell its rights to compensation to CannAvenue. In the event CannAvenue does not elect to exercise this right of first refusal, Sales Agent may sell Sales Agent’s compensation to the third- party offeror on the same terms and conditions as set forth in the written notice to CannAvenue.

Amendments. Except as otherwise provided in this Agreement, no provision of this Agreement may be amended, modified or waived except by a written agreement signed by both parties.

Notices. All notices and other communications required or permitted under this Agreement shall be in writing and given by personal delivery, telecopy (confirmed by a mailed copy), or first-class mail, postage prepaid, sent to the addresses set forth herein PO Box 40085 Joshua Creek, Oakville, Ontario, L6H0G1, Attn.: Legal Department.

Section Headings. The section headings contained in this Agreement are for convenient reference only, and shall not in any way affect the meaning or interpretation of this Agreement.

Counterparts/Facsimile Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and such counterparts shall together constitute one and the same instrument. The signatures to this Agreement may be evidenced by facsimile copies reflecting the party's signature hereto, and any such facsimile copy shall be sufficient to evidence the signature of such party as if it were an original signature.

Entire Agreement; Binding Effect. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.

Jurisdiction/Venue; Governing: Law. This Agreement shall be governed by and construed exclusively in accordance with the laws enforceable in the Province of Quebec (irrespective of its choice of law principles). The parties hereby agree that any suit to enforce any provision of this Agreement or arising out of or based upon this Agreement or the business relationship between the parties hereto shall be brought in a court in Montreal. Quebec. Each party hereby agrees that such courts shall have exclusive personal jurisdiction and venue with respect to such party, and each party hereby submits to the exclusive personal jurisdiction and venue of such courts.

Attorney's Fees. Should suit or arbitration be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal.

Survival. All representations, covenants and warranties shall survive the execution of this Agreement and shall survive termination of this Agreement.

Effective Date. This Agreement becomes effective only when it is signed and approved by Pivotal, as set forth below ("Effective Date").

Language. This Agreement was drafted in English at the express wish of the parties.



You acknowledge that you have been given the opportunity to seek legal guidance with respect to this agreement. By agreeing to this agreement, you acknowledge that you have read and understand all the terms and conditions contained within. As a sales agent applying for registration under CannAvenue Ltd, I hereby confirm that this information provided in the attached registration form is accurate and complete. An investigative and/or consumer report may be made in connection with this application. I authorize CannAvenue or any of it’s partners to investigate the references provided, individual credit or any other statements or data obtained from any of the undersigned. You have the right, upon written request to a complete and accurate disclosure of the nature and scope of the investigation. I hereby agree to release CannAvenue and any and all persons and entities, whether public or private, harmless from any liability, claims and/or demands, of whatever kind arising from or related to the inquiry or disclosure of consumer reports and/or investigative consumer reports.


SCHEDULE A

DEFINED PRODUCTS AND SERVICES

The supplier is able to supply to the reseller the following products and services; (a) Products – Including, while not limited to and may be subject to change at any time: CannExchange, CannPay, CannInventory and CannApp; and (b) Professional Services – Including, while not limited to and may be subject to change at any time: Advertising (online), Web Design, Lending Solutions, Compliance Consulting as well as any other products or service CannAvenue chooses to provide.

FULFILLMENT OF PRODUCTS AND SERVICES

The supplier is responsible to fulfill all transactions forwarded to it by the Sales Agent. The supplier agrees to action all orders within 48 hours of receipt of order from the reseller. In the event the supplier is unable action the order within 48 hours, the supplier shall notify the reseller immediately.

The Sales Agent vendor or vendors may provide orders to the supplier through any of the following (but not limited to) methods; website and any future method that the reseller may utilize. Where applicable, the reseller may provide access to the supplier to its electronic systems to facilitate expeditious delivery of fulfillment orders and for order confirmation.
The supplier agrees to address product/service requests within forty-eight (48) hours when submitted to them by the reseller. The supplier agrees to confirm to the reseller via any of the delivery methods listed above (a) the eligibility of any customer product/service request. In the event the supplier is unable action the order within 48 hours, the supplier shall notify the reseller immediately.

SUPPLIER RESPONSIBILITIES
The supplier is responsible to provide the following: (a) Dedicated account manager or a customer service team as a direct point of contact for all Sales Agent merchants; (b) Training material; and (c) Monthly updates of in-market offers emailed directly to the Sales Agent provided email address.

SCHEDULE B

COMPENSATION
The supplier agrees to compensate the reseller for every fulfillment order the reseller brings to the supplier. The reseller is under no quota to bring fulfillment orders to the supplier. The reseller will work on contingency whereby they will only be compensated for the fulfillment orders they bring to the supplier. CannAvenue shall provide compensation on a monthly basis according to the tier schedule set forth below. Notwithstanding the provisions of this section of Schedule B, CannAvenue shall only release compensation to Sales Agent if the amount of monthly compensation due to Sales Agent is greater than $25.00. Compensation is paid out no less than 30 days after a product or service is sold. This is a commission only role with unlimited earning potential. Your compensation tiers are as follows;

Tier 1: 1-10 Active merchants = 20% of the Commission Revenue
Tier 2: 11+ Active merchants = 30% of the commission Revenue
Tier 3: $50,000 per month in commission revenue or participate in CannAvenue’s Marketing Program = 40% of the Commission Revenue

Compensation Definitions
Active Merchant – a merchant that has successfully completed the application and KYC (Know Your Customer) process with CannAvenue. Furthermore, said merchant will be deemed ‘Active’ as soon as they’ve uploaded products for sale on https://www.cann-exchange.com/
Commission Revenue –
Tier 1: $0.01 - $999.99 USD = 3% of the transaction subtotal
Tier 2: $1,000+ USD = 1% of the transaction subtotal
Note: Subtotal excludes taxes, duties and any other unforeseen miscellaneous fees
Sales Revenue – Total gross sales revenue.

Examples:
If a customer purchases a vaporizer for $100 subtotal from a merchant. The commission revenue is $3. The Sales Agent will receive between 20%-40% of the commission revenue depending on the tier they’re in.
If a reseller acquires, through their own efforts, 8 active merchants that generate less than $50,000/mo in commission revenue, the reseller will be in the Tier 1 compensation level (20%).
If a reseller acquires, through their own efforts, 11 active merchants that generate less than $50,000/mo in commission revenue, the reseller will be in the Tier 2 compensation level (30%).

Exception: A Sales Agent can reach Tier 3 with as low as 1 Active Merchant as long as that merchant is generating at least $50,000 of commission revenue in any given month.

CHARGEBACKS
The reseller agrees to return any fees paid to it by the supplier should the supplier be responsible for any chargebacks for any cancellation of service from a fulfillment order that the reseller brings to the supplier. A chargeback shall be limited to the fee that the supplier paid to the reseller. The reseller reserves the right to ask for proof of chargeback requirement from the supplier. Chargebacks shall only occur within six (6) months of when transactions are first fulfilled. Beyond six (6) months, chargebacks shall not be valid for any fulfilled orders.


What is 7+4?

Numeric Values Only.