Partner Agreement (Independent Sales Organization Program)

This Partner Agreement ("Agreement") governs the relationship between Zoyn Technologies Inc., a Wyoming corporation, doing business as "Zoyn" ("Zoyn") — company details at /legal/company-details — and the independent sales organization or referral partner that accepts it ("ISO"). It is separate from the Merchant Services Agreement. It replaces, for an ISO that accepts it, every earlier version of Zoyn's ISO or referral-partner agreement in its entirety.

Documents incorporated. The Terms of Service at /legal/terms-of-service (including Annex A, Acceptable Use Policy, and Annex B, Geographic Restrictions) apply to ISO's use of the Zoyn platform and are incorporated into this Agreement; if they conflict with this Agreement on a matter within this Agreement's scope, this Agreement controls. The Privacy Policy at /legal/privacy-policy describes how Zoyn handles ISO's personal data. The Fee Floor Schedule (Schedule F) and, where accepted, the White-Label Addendum (Schedule W) are incorporated under Section 19.

How this Agreement is accepted. Zoyn shows the full text of this Agreement, and of every schedule it incorporates, in the ISO Dashboard before anything is accepted. ISO can read all of it, take as long as it wants, and leave without accepting. Clicking the acceptance control is ISO's binding acceptance. Zoyn keeps a record of each acceptance. By accepting, ISO consents to receive this Agreement, notices, and other records electronically, on the terms in Merchant Services Agreement §1.5, with "ISO" read for "Merchant."

BY ACCEPTING THIS AGREEMENT, ISO AGREES TO ITS TERMS, INCLUDING THE ARBITRATION CLAUSE, CLASS-ACTION WAIVER, AND JURY-TRIAL WAIVER IN SECTION 18.

1. Definitions

"Acceptance Record" means the record Zoyn writes when a person accepts a document through Zoyn's acceptance process: the accepting user's identity, the date and time, the network address and browser information, and the exact document identifier and version accepted.

"Active Merchant" means a merchant with a live, approved Zoyn account that has completed at least one stablecoin payment through a Zoyn-configured Payment Link in the relevant period.

"Approved Materials" means marketing, descriptive, and sales materials Zoyn has published or approved in writing for ISO's use.

"Assigned Merchant" means a merchant attributed to ISO's portfolio in Zoyn's records as a direct result of ISO's referral or acquisition channel, for as long as the assignment is active.

"Commission" means the compensation payable to ISO, delivered as ISO's beneficiary share of payments distributed by the Fee Split Contract associated with ISO's Assigned Merchants (or, for an Assigned Merchant under Section 5.1(c), by that merchant's own Split Contract), in accordance with Section 5.

"Fee Floor" means the per-deal minimum Platform Fee portion recorded by Zoyn for a specific Assigned Merchant, never below the Program Minimum published in the Fee Floor Schedule (Schedule F), as amended under that Schedule's terms.

"Fee Request" means ISO's proposal, submitted through the ISO Dashboard, that a specific Assigned Merchant's Platform Fee be set to a specific rate strictly above that merchant's Fee Floor. A Fee Request is a proposal only; it changes no fee.

"Fee Split Contract" means the Split Contract, separate from an Assigned Merchant's own Split Contract, that holds ISO's registered wallet address and Zoyn's treasury address as its two beneficiary legs, in the shares computed under Section 5.2, and through which ISO's Commission is delivered under Section 5.1(b). Zoyn may configure, and reuse, one Fee Split Contract for more than one of ISO's Assigned Merchants that share the same beneficiary wallets and shares.

"ISO" means the independent sales organization or referral partner accepting this Agreement — a person or entity Zoyn has authorized to refer merchants to the Zoyn platform and to use the additional channel functions in this Agreement.

"ISO Dashboard" means the ISO section of the Zoyn platform, which shows the information Zoyn makes available to ISO about its Assigned Merchants, the requests ISO has submitted, and ISO's earnings. What it shows is a description of a product surface, not a commitment to any particular screen, figure, or report; Zoyn may change it (Section 8.1).

"Platform Fee" has the meaning given to "Fee Share" or "Platform Fee" in the Merchant Services Agreement.

"Ratification" means the merchant's own in-app confirmation of a specific Platform Fee rate through Zoyn's acceptance process, which records the confirming user's identity, network address, browser information, the time, and the exact rate confirmed, in a record that cannot later be edited.

"Service Request" means a request ISO submits through the ISO Dashboard, under ISO's own identity, asking that something be changed or done for an Assigned Merchant's account. It changes nothing by itself and is decided by the merchant or by Zoyn under Section 6A.

"Split Contract" means an on-chain payment-splitting smart contract deployed on the Base blockchain that distributes the funds it receives among fixed beneficiary legs, in basis-point shares, all set permanently at deployment. Two Split Contracts are relevant for an Assigned Merchant: that merchant's own Split Contract (Section 5.1(a)) and, where its Platform Fee includes a Commission component, a Fee Split Contract (Section 5.1(b)). A Split Contract is immutable once deployed: its beneficiaries and shares cannot be changed, and no party — including Zoyn and ISO — can redirect, freeze, or reclaim funds it distributes. Contracts already deployed continue on their deployed terms (Section 5.1(c)).

"White-Label Addendum" means Schedule W, which governs ISO's optional operation of a branded acquisition channel on ISO's own domain. It applies only if Zoyn has made it available to ISO and ISO has accepted it through the acceptance mechanism above.

2. Appointment and authorization

2.1 Appointment

Zoyn authorizes ISO, on a non-exclusive basis, to:

(a) identify, solicit, and refer prospective merchants to the Zoyn platform;

(b) give prospective merchants factual information about the Zoyn platform based on Approved Materials;

(d) access the ISO Dashboard;

(e) if ISO has accepted the White-Label Addendum, run a branded acquisition channel under its terms; and

(f) do merchant service work for Assigned Merchants and submit Service Requests, under Section 6A.

2.2 Authorization is conditional and revocable

Each authorization in Section 2.1 can be used only while ISO's account is in approved standing and ISO's required agreements are current. Zoyn may suspend or revoke any authorization at its sole discretion, with notice.

2.3 No agency; no authority to bind

ISO is an independent contractor, not an agent, employee, franchisee, joint venturer, or legal representative of Zoyn. ISO has no authority to make agreements for Zoyn, accept or approve merchant applications, set or change any fee, waive any term, make promises for Zoyn, or bind Zoyn in any way. ISO is also not the agent or representative of any merchant and has no authority to act as, or in the name of, any merchant.

No function in this Agreement delegates any of Zoyn's or a merchant's decisions to ISO.

3. The merchant relationship — Zoyn is always the merchant's counterparty

3.1 Merchants contract with Zoyn

Every merchant on the Zoyn platform — including every merchant ISO refers or acquires through any channel, branded or not — accepts the Merchant Services Agreement directly with Zoyn. ISO is not a party to it, and no agreement between ISO and a merchant covers, modifies, or conditions the merchant's use of the Zoyn platform.

3.2 Zoyn decides who its merchants are

Zoyn approves or refuses every merchant application in its sole discretion. Merchant application review, underwriting, compliance review, sanctions screening, approval, suspension, and termination are performed only by Zoyn. ISO has no approval authority and no right to be consulted.

3.3 ISO's separate services agreement, if any

ISO may make its own separate agreement with a merchant covering only ISO's own services (introduction, setup help, training, first-line support, ISO's own products). Any such agreement must say that the Zoyn platform is provided by Zoyn under the merchant's own agreement with Zoyn, and must contain the flow-down commitments in Section 9.4. No such agreement may ever be a condition of the merchant's access to the Zoyn platform, and Zoyn is not a party to it.

4. ISO's obligations

4.1 Accurate representations

ISO may describe the Zoyn platform only accurately and consistently with Approved Materials. ISO must not: make any statement about Zoyn that is false, misleading, or not supported by Approved Materials; promise any outcome, return, or performance to prospective merchants; say that Zoyn has any regulatory approval, licence, or endorsement Zoyn has not disclosed publicly; make claims about fees that differ from the rates actually applicable to the prospective merchant; or use any prohibited description in Section 9.2.

4.2 Compliance

ISO must comply with all applicable laws, regulations, and government orders in its activities under this Agreement, including sales, marketing, telemarketing, and privacy laws.

4.3 No prohibited referrals

ISO must not refer merchants that ISO knows or has reason to know: are in a prohibited business under the Acceptable Use Policy (Terms of Service Annex A); are subject to OFAC sanctions or in a blocked jurisdiction (Terms of Service Annex B); have previously been terminated from the Zoyn platform; or are engaged in fraud or illegal activity.

4.4 Cooperation with compliance

ISO must promptly tell Zoyn of any information suggesting that an Assigned Merchant is engaged in fraud, sanctions violations, prohibited activities, or conduct breaching the Merchant Services Agreement.

4.5 The merchant answers for itself

ISO must not complete, answer, or change any part of a merchant's application, compliance questionnaire, or attestation for the merchant. ISO may explain what a question asks; the merchant's answers are its own.

5. Commission

5.1 Commission entitlement and delivery

ISO earns Commission for its Assigned Merchants, subject to this Section 5. Commission is delivered exclusively on-chain, through two linked, immutable settlement contracts:

(a) each Assigned Merchant's own Split Contract has two beneficiary legs — the merchant's own wallet and a Fee Split Contract — and transfers the merchant's ratified Platform Fee, as a whole, to the Fee Split Contract when the merchant's Split Contract's distribution function is executed; and

(b) the Fee Split Contract has two beneficiary legs — ISO's registered wallet address and Zoyn's treasury address — in the shares computed under Section 5.2, and transfers ISO's Commission to ISO's registered wallet address when the Fee Split Contract's own distribution function is executed. One Fee Split Contract may serve more than one of ISO's Assigned Merchants where its beneficiary wallets and shares match; Zoyn may reuse an existing Fee Split Contract where that match holds.

Zoyn does not calculate, accrue, hold, or pay Commission off-chain, and no funds pass through any Zoyn-controlled account at any time. Anyone may call either contract's distribution function; Commission does not depend on Zoyn starting a distribution.

(c) Contracts already deployed continue on their deployed terms. A Split Contract already deployed for an Assigned Merchant keeps paying exactly the beneficiary legs and shares fixed in it until it is replaced. If a contract deployed under an earlier configuration carries ISO's registered wallet and Zoyn's treasury address as direct legs of the merchant's own Split Contract, paragraph (b) does not apply to it, and that contract transfers ISO's Commission directly to ISO's registered wallet address when it distributes funds. Every contract deployed from now on uses the structure in paragraphs (a) and (b). Sections 5.2 to 5.6, 8.3, 13, and 14.4 apply to each contract according to the legs actually deployed in it.

5.2 Commission rate and basis — the margin model

(a) The Fee Floor. The part of an Assigned Merchant's Platform Fee represented by that merchant's per-deal Fee Floor always goes to Zoyn. The Fee Floor is recorded by Zoyn for each merchant and is never below the Program Minimum in Schedule F. It is structural: no Fee Request, commission arrangement, or negotiation can reduce it.

(b) The Margin Pool. For each Assigned Merchant, the Margin Pool is the merchant's ratified Platform Fee rate minus its Fee Floor. The Platform Fee rate must be strictly above the Fee Floor, so the Margin Pool is always positive.

(c) ISO's Margin Share. ISO's beneficiary leg equals ISO's Margin Share multiplied by the Margin Pool. The Margin Share is a percentage strictly greater than 0% and strictly less than 100% (program default: 70%), negotiated between Zoyn and ISO and recorded in ISO's commercial schedule by Zoyn's internal operators. Zoyn's leg equals the Fee Floor plus the rest of the Margin Pool. The merchant's share of each payment equals the whole payment minus the ratified Platform Fee and is unaffected by how the Margin Pool is divided.

Where ISO's leg would be zero, no commission contract is deployed. If a merchant's Margin Pool and ISO's Margin Share are together so small that ISO's leg, computed under paragraph (d), would round to zero basis points, Zoyn does not configure a Commission leg for that merchant. The deal goes ahead without an ISO leg or at a revised Platform Fee rate or Margin Share, and ISO earns no Commission on that merchant until a Commission leg is configured.

(d) Precision and rounding. Beneficiary shares are encoded as whole basis points summing to 10,000 in each settlement contract. Where the arithmetic does not divide evenly in a merchant's own Split Contract, ISO's leg rounds down and the remainder goes to Zoyn; the Fee Floor never erodes and the platform never under-collects.

(e) Who sets what. ISO cannot set, propose, or change its own Margin Share through any function of this Agreement, including the Fee Request process. A renegotiated Margin Share applies to future deployments only; each Assigned Merchant's existing contracts keep their deployed legs until that merchant's next merchant-ratified change and the resulting redeployment.

5.3 Commission is carved out of the Platform Fee

ISO's leg is carved out of the Platform Fee: the merchant's share of each payment is the same whether or not an ISO leg exists.

5.4 Changes are prospective, by redeployment only

Because ISO's leg is fixed in deployed contracts, any change — to ISO's Margin Share, a merchant's Platform Fee, or ISO's registered wallet address — takes effect only when the relevant contract is redeployed. Payments distributed by a previously deployed contract follow that contract's legs and are valid and final.

5.5 Distribution mechanics

A Split Contract holds what it receives until its distribution function is executed; timing depends on on-chain activity and is not a payment obligation of Zoyn. Zoyn never receives, holds, forwards, or signs for ISO's Commission. There is no minimum payout threshold and no payment cycle; the deployed contracts' legs are the entire payment mechanism.

5.6 Wallet address responsibility

ISO alone is responsible for the accuracy of its registered wallet address and for keeping control of its private keys. A distribution to ISO's registered wallet address fully discharges all Commission obligations for the funds distributed. Wallet changes follow Section 5.4; distributions made by a previously deployed contract to the previously registered address are valid and final, and Zoyn cannot recover funds sent on-chain to any address. Zoyn may screen ISO's registered address at any time and may refuse to deploy a contract that would encode an address it considers restricted.

5.7 Taxes on Commission

ISO is solely responsible for determining, reporting, and paying any income, sales, VAT, GST, or other tax on its Commission, and on any fee it charges under its own services agreement with a merchant (Section 3.3). The deployed contracts deliver Commission as a share of each distribution, without any deduction or addition for tax. Zoyn is organized in Wyoming, USA, and is not registered for VAT, GST, or any similar tax in any jurisdiction; this is a statement of fact about Zoyn, not tax advice to ISO. ISO will give Zoyn any tax information the law requires Zoyn to obtain from ISO, and indemnifies Zoyn against any tax, interest, or penalty on ISO's Commission (Section 17.2).

6. Fee Requests — ISO proposes; the merchant ratifies; Zoyn's discretion is reserved

6.1 What a Fee Request is

ISO may submit a Fee Request proposing a specific Platform Fee rate for a specific Assigned Merchant. A Fee Request is a proposal only and changes no merchant's fee. A merchant's Platform Fee changes only when both of these happen, in order:

(a) ISO proposes a rate strictly above the Fee Floor for a merchant currently assigned to ISO. Zoyn's systems refuse a Fee Request at or below that merchant's Fee Floor, and refuse any rate below the minimum Platform Fee rate in Section 6.2; and

(b) the merchant ratifies — the merchant confirms the exact rate through Ratification. Until then, the merchant's previously ratified rate stays in force.

Zoyn's discretion is reserved. Zoyn may supersede or replace any Fee Request, or any fee proposal arising from one, at any time before the merchant ratifies it, in its sole discretion, and may suspend or revoke ISO's authorization to submit Fee Requests at all under Section 2.2. ISO has no right to have any Fee Request put to a merchant, kept open, or decided.

6.2 The Fee Floor binds every request; there is no ceiling

Every Fee Request must state a rate strictly above the Fee Floor recorded for that merchant. A request at or below the Fee Floor is refused, with the Fee Floor stated as a number; it is never adjusted to fit. The Fee Floor recorded for that merchant when the Fee Request is submitted governs, and the rate is checked against the Fee Floor again before the merchant's ratification takes effect. No rate may be below the minimum Platform Fee rate of 0.75% (75 basis points) that applies to every merchant (Merchant Services Agreement §5), whatever that merchant's Fee Floor.

Zoyn publishes no maximum rate; no rate applies to a merchant until that merchant ratifies it.

6.3 What ISO cannot do through a Fee Request

ISO cannot use the Fee Request process, or any other function, to: set or change its own Margin Share (Section 5.2); propose a fee for a merchant not currently assigned to it; propose a fee at or below that merchant's Fee Floor; bypass the merchant's Ratification; or vary any term of the Merchant Services Agreement.

6.4 Outcome transparency

The ISO Dashboard shows the status of each Fee Request ISO has submitted. Where the merchant declines, its reasons are between it and Zoyn and are not disclosed to ISO.

6A. Service Requests — ISO initiates; the merchant or Zoyn decides

Availability. This Section describes an authorization Zoyn may make available; it does not oblige Zoyn to offer it. ISO may use this Section only while, and to the extent that, Zoyn makes the Service Request function available in the ISO Dashboard. Where it is not available, ISO has no rights under this Section and no claim arising from its absence.

6A.1 What ISO may do

ISO may do merchant service work for its Assigned Merchants — answering questions the merchant asks ISO, explaining what the platform needs, preparing information, and gathering what a change requires (but never answering a question the platform puts to the merchant: Section 4.5) — and may submit Service Requests through the ISO Dashboard asking that a change be made to an Assigned Merchant's account or a step be taken for it. ISO does all of this under its own identity, using its own access.

6A.2 A request is not a change

A Service Request changes nothing and creates no obligation on the merchant or Zoyn to grant it. Each is decided either by the merchant, through its own confirmation in its own dashboard, or by Zoyn, through Zoyn's own review — never by ISO, and never by time passing. Silence is not consent: a Service Request nobody decides expires undecided.

6A.3 ISO never acts as the merchant

ISO submits requests; it does not exercise anyone else's decisions. ISO must never sign in as a merchant, use a merchant's credentials or signed-in session, or represent — to Zoyn, to the merchant's users, or anyone else — that an act of ISO's is the merchant's. Zoyn provides no facility for ISO to do any of these things. Section 9.1(d) states this prohibition in full, and it has no exceptions, whatever label is put on it.

6A.4 What is never a Service Request

ISO must not submit, and Zoyn will not accept, any Service Request that would:

(a) complete, answer, or change a merchant's application, compliance questionnaire, sanctions answers, business-category declaration, or any attestation (Section 4.5);

(b) approve, activate, suspend, close, or reinstate a merchant account, or affect any compliance, screening, or adverse-action decision (Section 3.2);

(c) request, change, or disclose any credential, API key, wallet key, or authentication factor of anyone (Sections 7.3 and 9.1(d));

(d) change a merchant's payout wallet address or any settlement destination;

(e) accept or ratify a Platform Fee for a merchant, or set or change ISO's own Margin Share (Sections 5.2(e), 6.1(b), 6.3);

(f) add, remove, or change any user, role, or permission in a merchant's account; or

(g) start, approve, or change any payment, payout, refund, or movement of funds.

This list does not limit Zoyn's discretion. Zoyn decides which kinds of Service Request exist at all, may offer none, and may withdraw any kind at any time under Section 2.2.

6A.5 The merchant decides, and can stop it

Zoyn records every Service Request ISO submits — ISO's identity, what was asked, and when. A merchant may decline any Service Request and may ask Zoyn to stop accepting Service Requests about its account. Zoyn will honour that, and ISO must not try to reverse it by agreement with the merchant or any other means.

6A.6 Outcome transparency

ISO is told the outcome of each Service Request. Where a merchant declines, its reasons are between it and Zoyn and are not disclosed to ISO, as under Section 6.4.

7. Settlement contracts are deployed by Zoyn

7.1 Zoyn deploys; ISO does not

Every Split Contract and Fee Split Contract is deployed by Zoyn, through Zoyn's own infrastructure provider, using a contract standard published by that provider. ISO has no authority to deploy, sign, fund, or co-sign any settlement contract, and the Zoyn platform offers ISO no way to do so. Deployment moves no funds and grants ISO no control.

7.2 Deployment

Zoyn's systems compute the beneficiary legs and shares; ISO cannot choose or change them. Deployment never activates a merchant account or substitutes for Zoyn's approval or a merchant's Ratification.

7.3 What ISO must never touch

ISO must never request, receive, hold, or use: the merchant's wallet private keys; the merchant's platform credentials or API keys of any kind; or any Zoyn credential or signing key. Zoyn issues no secret to ISO.

8. ISO Dashboard, data, and records

8.1 What ISO sees

The ISO Dashboard shows the information Zoyn makes available about ISO's Assigned Merchants and ISO's earnings, which Zoyn may change.

8.2 What ISO does not see

ISO has no access to: any merchant's contract addresses or on-chain identifiers; any merchant's wallet address; any merchant's buyers, payments, or payment-link contents; any merchant's compliance, screening, or support records; or any merchant's credentials. For a merchant no longer assigned to ISO, ISO's historical view ends on the date the assignment ends.

8.3 Records

The Base blockchain is the authoritative record of Commission distributions; Zoyn's records are authoritative for merchant attribution and for the contract configurations Zoyn resolves. If ISO believes a contract was configured with incorrect legs, ISO must tell Zoyn in writing within 60 days of that configuration's deployment; disputes not raised within that time are waived. Zoyn's only obligation for a configuration error is prospective correction by redeployment.

9. Prohibitions

9.1 Core prohibitions

ISO must not, directly or indirectly:

(a) represent itself as Zoyn, as Zoyn's agent, or as the provider of the Zoyn platform;

(b) make representations or warranties about the platform beyond Approved Materials;

(d) request, receive, hold, or use any merchant's wallet private keys, platform credentials, API keys (including thirdweb credentials), or signed-in session; operate any merchant's wallet; or sign in as, act as, or in any way present itself as a merchant — to Zoyn, to the merchant's users, or to anyone else. There is no impersonation of a merchant, in any form, under any label, with or without that merchant's permission. A Service Request under ISO's own identity through Section 6A is not an act of the merchant and must never be described as one;

(e) collect, hold, transmit, or take any form of control over merchant or buyer funds;

(f) propose or agree with any merchant a Platform Fee at or below its Fee Floor, or make any side agreement varying Zoyn's terms;

(g) solicit, during the term and for 2 years after termination, any Assigned Merchant to leave the Zoyn platform or move to a competing platform;

(h) register or use any domain name or mark confusingly similar to Zoyn's; or

(i) decide, or claim to be able to decide, any matter Section 6A reserves to the merchant or Zoyn.

9.2 Prohibited descriptions

ISO must not describe the Zoyn platform, or ISO's own offering built on it, as a "payment processor," "payment gateway," "payment service provider" or "PSP," "merchant of record," "money transmitter" or "money services business," "crypto wallet," "custodian," or "bank," or in any way implying that Zoyn, ISO, or anyone other than the merchant holds, custodies, or moves funds. ISO must not imply that Zoyn is FDIC-insured, regulated as a payment institution, or that funds are protected by Zoyn. The accurate description is the one in Merchant Services Agreement §10d: a configuration and orchestration layer for non-custodial stablecoin payments, which settle on the Base blockchain through an on-chain settlement contract that pays the merchant's own wallet.

9.3 Why these prohibitions exist

A breach of Section 9 is grounds for immediate termination under Section 14.3.

9.4 Flow-down commitments

Any agreement between ISO and a merchant relating to merchants on the Zoyn platform must provide that: (i) the Zoyn platform is provided by Zoyn under the merchant's own agreement with Zoyn; (ii) ISO has no authority to bind Zoyn or make representations beyond Approved Materials; (iii) ISO will not request, receive, hold, or use the merchant's wallet keys or platform credentials; (iv) ISO does not and will not receive, hold, or transmit merchant or buyer funds; and (v) ISO will not act as the merchant or exercise the merchant's decisions — anything ISO submits about the merchant's account is a request the merchant or Zoyn decides.

10. White-label channel

If Zoyn has made the White-Label Addendum (Schedule W) available to ISO and ISO has accepted it, ISO may run a branded acquisition channel on its own domain under that Addendum's terms, including its mandatory counterparty-disclosure obligation: a merchant contracting with Zoyn through ISO's channel must be told, at or before contracting, that Zoyn is the contracting party. Until ISO has accepted the Addendum, ISO has no white-label rights. If ISO runs a branded channel on its own domain under the White-Label Addendum, Zoyn, not ISO, bears the third-party hosting and certificate charge for carrying that domain on the Zoyn platform — currently about US$10 per month per domain. This covers that charge only; ISO remains responsible for registering and renewing the domain itself and for anything else it buys.

11. Intellectual property and branding

ISO may use Zoyn's name and logo only in line with Zoyn's current brand guidelines — including the logo rules in Merchant Services Agreement §10d, which apply to ISO — and, where applicable, the White-Label Addendum. ISO must not modify Zoyn's marks, use them to imply endorsement of ISO's other products, or build them into ISO's own brand. Zoyn owns all right, title, and interest in its marks; ISO's use creates no ownership interest. If a third party describes Zoyn using a prohibited description in Section 9.2 in material ISO controls or co-publishes, ISO must correct it.

12. Confidentiality

ISO must keep confidential all non-public information about Zoyn's fee structures, platform architecture, merchant portfolio composition, fee-floor policy discussions, and commission calculations. This obligation survives termination for 3 years.

13. Finality and recovery

13.1 Distributions are final; no refund claw-back

On-chain distributions to ISO's wallet are final. Commission is not reduced, recovered, or clawed back because an underlying transaction is later refunded by the merchant or reversed at the card step. A merchant refund does not draw on ISO's distributed share, and ISO may keep Commission on refunded volume. (Zoyn provides no refund feature; any refund is the merchant's own transfer — Terms of Service §6.4.)

13.2 Recovery for policy violations

If Zoyn discovers that an Assigned Merchant was in material breach of the Merchant Services Agreement or the Acceptable Use Policy during a period for which Commission was distributed (including a prohibited business, a sanctions violation, fraud, or transaction laundering), Zoyn may recover from ISO the Commission distributed for that merchant for the violation period, up to 5 years back, as a contractual repayment obligation payable within 30 days of notice. This is an off-chain contractual remedy; it gives Zoyn no ability to reverse on-chain distributions.

14. Term and termination

14.1 Term

This Agreement begins when ISO accepts it and continues until terminated.

14.2 Termination by either party

Either party may terminate at any time on 30 days' written notice.

14.3 Termination for cause

Zoyn may terminate immediately, without notice, if ISO: breaches Section 4.1 (misrepresentation), Section 4.3 (prohibited referrals), Section 6A.3 or 6A.4 (acting as a merchant, or submitting an excluded Service Request), Section 7.3, or Section 9 (prohibitions — including any request for merchant keys or any conduct touching funds); commits fraud or breaches any representation in this Agreement; refers a merchant later found to be engaged in sanctioned or prohibited activity; or is subject to regulatory action related to its activities under this Agreement.

14.4 Effect on Commission — two tracks

(a) Termination without cause. On termination under Section 14.2 (including ISO's own exit or a program wind-down), ISO's existing Commission legs stay in place for the life of each affected merchant's participation on the platform. If an affected merchant's contract is later redeployed (for example after a Platform Fee change the merchant ratifies), ISO's leg carries over to the new contract, recomputed under Section 5.2 (owner ruling 2026-09-16). Zoyn may remove ISO's leg where the law or a sanctions or compliance determination requires.

(b) Termination for cause. On termination under Section 14.3 (including fraud and sanctions or compliance violations), ISO's Commission entitlement ends prospectively, and Zoyn will promptly flag every affected contract for redeployment without ISO's leg.

(c) Both tracks. Because deployed contracts are immutable, a contract keeps paying its configured legs — including ISO's — until it is actually replaced; distributions in that window are valid and final, and amounts already distributed to ISO are never affected. ISO has no right to delay or contest a redeployment Zoyn is entitled to make under this Section. Where a Fee Split Contract serves more than one merchant, Zoyn may give effect to this Section by redeploying the affected merchant's own Split Contract.

14.5 Other effects

On termination: (a) every authorization in Section 2.1 ends, including Fee Requests and Service Requests; (b) ISO Dashboard access ends; (c) ISO may submit no further Fee Request or Service Request, and has no right to have any undecided Fee Request or Service Request decided; a fee proposal already put to a merchant remains the merchant's to accept or decline, and ISO's termination does not withdraw it; (d) if the White-Label Addendum is in force, its teardown obligations apply; and (e) merchants acquired through ISO remain Zoyn's counterparties, unaffected. Sections 3, 5.4–5.6, 8.3, 9.1(d), 9.1(g), 11, 12, 13, 14.4, 16, 17, 18, and 19 survive termination.

15. Portfolio ownership

The relationship between Zoyn and each merchant is Zoyn's, governed only by the Merchant Services Agreement. ISO's rights for Assigned Merchants are exactly: the Commission leg in Section 5 while this Agreement is in force, the Dashboard visibility in Section 8, and the ability to start and submit requests under Sections 6 and 6A, which decide nothing. ISO acquires no ownership of, or continuing right to, any merchant relationship, account, or data, and no right to act for a merchant. Zoyn may approve, refuse, suspend, terminate, or change any merchant's account at its sole discretion without ISO's consent and without liability to ISO. Non-solicitation runs both ways: Zoyn will not, for 2 years after termination, use ISO's confidential channel information to solicit ISO's identified non-merchant clients.

16. Representations; disclaimer of warranties

ISO represents and warrants that: (a) it has full legal authority to enter this Agreement; (b) its activities will comply with all applicable laws; (c) it is not on any OFAC sanctions list and will tell Zoyn immediately if that changes; and (d) it will not engage in any activity that is unlicensed money transmission, unlicensed securities activity, or unlicensed financial services.

THE ZOYN PLATFORM IS PROVIDED "AS IS." ZOYN MAKES NO WARRANTIES TO ISO, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UPTIME, OR REVENUE POTENTIAL. ZOYN DOES NOT WARRANT THAT THE PLATFORM WILL GENERATE ANY SPECIFIC VOLUME OF TRANSACTIONS OR COMMISSION FOR ISO. COMMISSION DEPENDS ENTIRELY ON MERCHANT PERFORMANCE, WHICH IS OUTSIDE ZOYN'S CONTROL. The digital-asset, network, and third-party risk disclosures and disclaimers in Terms of Service §7 apply to ISO and to Commission.

17. Limitation of liability and indemnification

17.1 Limitation

ZOYN'S TOTAL LIABILITY TO ISO FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSION DISTRIBUTED TO ISO IN THE THREE MONTHS BEFORE THE CLAIM. ZOYN IS NOT LIABLE FOR LOST PROFITS, LOST COMMISSION OPPORTUNITY, OR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. This limitation does not apply to liability for Zoyn's gross negligence, willful misconduct, or fraud, or any liability the law does not allow to be limited. This is the only cap that applies to ISO; Terms of Service §15.2 does not increase it.

17.2 Indemnification by ISO

ISO will indemnify, defend, and hold harmless Zoyn and its shareholders, officers, directors, employees, agents, and affiliates (and, for any predecessor entity, its members and managers) from any claims, losses, and expenses (including attorneys' fees) arising from: (a) ISO's activities under this Agreement, including its acquisition channel and its own services to merchants; (b) ISO's statements to merchants or prospective merchants; (c) ISO's breach of this Agreement or the law; (d) any claim by a merchant or prospective merchant arising from ISO's conduct; (e) ISO's Fee Requests and Service Requests, to the extent a claim arises from ISO's own dealings with the merchant rather than from Zoyn's own approval, decision, or Ratification processes; and (f) any tax, interest, or penalty on ISO's Commission (Section 5.7).

18. Dispute resolution — BINDING ARBITRATION, CLASS-ACTION WAIVER, AND JURY-TRIAL WAIVER

ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES, BEFORE A SINGLE ARBITRATOR, SEATED IN CHEYENNE OR SHERIDAN, WYOMING, OR CONDUCTED REMOTELY, ON THE SAME TERMS AS TERMS OF SERVICE §18 (INCLUDING ITS 30-DAY INFORMAL-RESOLUTION STEP AND EXCLUSIVE COURT FORUM). ISO WAIVES ANY RIGHT TO A CLASS ACTION, COLLECTIVE ACTION, AND JURY TRIAL. THE LIMITATION PERIOD IS ONE (1) YEAR FROM THE DATE ISO FIRST KNEW OR SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO THE CLAIM.

This Agreement is governed by Wyoming law.

19. General provisions

Schedules. The Fee Floor Schedule (Schedule F) and the White-Label Addendum (Schedule W) have not been published at the date of this Agreement. Until Zoyn publishes Schedule F, the Program Minimum is 0.65% (65 basis points); it is a floor on Zoyn's retained portion and is a different number from the 0.75% minimum Platform Fee rate (Section 6.2). When published, Schedule F is incorporated into this Agreement and Zoyn may amend it prospectively under its own terms. ISO has no white-label rights unless and until Zoyn publishes Schedule W and ISO accepts it; Schedule W then changes only when Zoyn presents a new version and ISO accepts it through the same mechanism by which it accepted this Agreement.

No exclusivity. ISO is not the exclusive ISO for any territory or industry. Zoyn may have multiple ISOs and may market directly.

No sub-ISOs. ISO may not subcontract its activities under this Agreement, or share its referral code, link, channel, or dashboard access with any sub-ISO or third party, without Zoyn's prior written consent.

Where ISO may be based. ISO may be an individual or a business in any country except a sanctioned one. ISO must not be resident, organized, or located in a place listed in Terms of Service Annex B, Part 1 — at the date of this Agreement, Cuba, Iran, North Korea, and the occupied regions of Ukraine named there (Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson). The current Annex B controls as it is updated. ISO must tell Zoyn promptly if it becomes resident, organized, or located in such a place; Zoyn may then end this Agreement immediately, with the effects of a termination under Section 14.3. This paragraph does not narrow Terms of Service §1.3 or Section 16(c), which also apply to ISO.

Entire agreement. This Agreement, its Schedules, and the incorporated documents are the entire agreement between Zoyn and ISO about ISO's activities.

No reliance. ISO has not relied on any representation not expressly in this Agreement.

Severability. If any provision is invalid or unenforceable, it is reformed to the minimum extent necessary rather than struck, and the rest stays in full force.

No third-party beneficiaries. No merchant or other third party has any rights under this Agreement.

Amendment. Zoyn may amend this Agreement with 30 days' advance notice; amendments needed urgently for legal, regulatory, or security reasons may take effect sooner, with notice as soon as practical. Continuing to participate after the effective date means ISO accepts the amendment. Amendments to Schedule F follow that Schedule's own notice terms.

Assignment. ISO may not assign this Agreement without Zoyn's written consent. Zoyn may assign it without consent, including in the circumstances described in Terms of Service §19.

Attorneys' fees. Each party bears its own attorneys' fees.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, government action, failures or outages of the Base blockchain or thirdweb, stablecoin depegs, significant digital-asset market volatility, internet or cloud failures, and cyberattacks on third-party infrastructure.

Notices. Formal legal notices to Zoyn go to its registered agent — Zoyn Technologies Inc., d/b/a Zoyn, c/o Registered Agents Inc., 30 N Gould St Ste R, Sheridan, WY 82801 — with a courtesy copy to dev@zoyn.com. Notices to ISO go to its account email and the ISO Dashboard.

How acceptance is recorded. This Agreement, and every schedule and later version, is accepted by clicking the acceptance control on the ISO acceptance page after the full text has been shown. That is the only acceptance mechanism: no signature is sought, given, or needed, and neither party holds a signed copy. Acceptance by clicking is as valid and binding as a hand-signed agreement. For each acceptance Zoyn writes an Acceptance Record — who accepted, when, from what network address and browser, and exactly which document and version. Zoyn keeps the accepted text of that version unchanged; once any acceptance refers to a version, its text can no longer be changed, and Zoyn will give ISO a copy of any version ISO has accepted on request. The Acceptance Record cannot be edited or deleted after it is written. Where an Acceptance Record is incomplete or missing, that affects what Zoyn can prove; it does not by itself create or remove any obligation.