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API Partner & Reseller Agreement

THIS AGREEMENT is made between PaymentEvolution ("PaymentEvolution") and the entity identified as the Partner ("Partner"). By accessing the API for Commercial Use, the Partner agrees to these terms, which supplement the Master Service Agreement and Schedule F (API Service Terms).

1. Appointment and License Grant

1.1 Commercial License. Subject to the terms of this Agreement and payment of applicable Fees, PaymentEvolution grants Partner a revocable, non-exclusive, non-transferable, limited license to:

  • (a) Integrate the API into the Partner’s proprietary software platform ("Partner Platform"); and

  • (b) Resell, sub-license, and display PaymentEvolution functionality (e.g., payroll processing, payments, tax calculations) to Partner’s end-user clients ("End Users") within the Partner Platform.

1.2 Non-Exclusivity. This appointment is non-exclusive. PaymentEvolution reserves the right to appoint other partners, resellers, or distributors, and to sell directly to customers who may compete with the Partner.

2. Commercial Terms and Revenue

2.1 Revenue Model. Partner shall pay PaymentEvolution fees based on the usage generated by End Users ("Wholesale Fees"). These fees are defined in the associated Commercial Order Form. Unless otherwise specified, fees are calculated based on:

  • (a) Per-transaction charges (e.g., per payment processed);

  • (b) Per-employee/per-month (PEPM) active records; and/or

  • (c) Flat API platform access fees.

2.2 Reporting and True-Up. Partner must provide a monthly usage report detailing active End Users and transaction volumes. PaymentEvolution reserves the right to audit Partner’s records to verify usage. If an audit reveals under-reporting of more than 5%, Partner shall pay the discrepancy plus the cost of the audit.

2.3 Pricing Freedom. Partner is free to set its own retail pricing for End Users. However, Partner is solely responsible for collecting payment from End Users. Partner’s obligation to pay PaymentEvolution is absolute and not contingent upon the Partner successfully collecting revenue from its End Users.

3. Branding and Implementation

3.1 "Powered By" Attribution. Unless a "White Label" fee is explicitly included in the Commercial Order Form, Partner must display "Powered by PaymentEvolution" or the PaymentEvolution logo in a prominent location within the integration (e.g., the footer of the payroll dashboard or payment confirmation screens).

3.2 UI/UX Approval. Prior to launching the integration to live End Users, Partner must submit the integration workflow to PaymentEvolution for certification. PaymentEvolution reserves the right to reject any integration that:

  • (a) Misrepresents PaymentEvolution data;

  • (b) Fails to capture required compliance fields (e.g., KYC data, TD1 fields); or

  • (c) Dilutes the PaymentEvolution brand.

4. Support and Relationship Management

4.1 Support Structure (Tier 1 vs. Tier 2).

  • Tier 1 (Partner Responsibility): Partner is the sole point of contact for End Users. Partner shall handle all inquiries regarding login, account configuration, and general usage. End Users are strictly prohibited from contacting PaymentEvolution directly.

  • Tier 2 (PaymentEvolution Responsibility): PaymentEvolution will provide technical support to the Partner’s designated engineering or product team regarding API availability and bug resolution.

4.2 Technical Competence. Partner warrants that it possesses the technical expertise necessary to maintain the integration. PaymentEvolution may charge Professional Services fees for assistance with debugging the Partner’s code.

5. Financial Services & Money Movement

5.1 Mandatory Use of PaymentEvolution Payment Rails. For any Integration that enables, facilitates, calculates, or triggers financial transactions (including but not limited to payroll direct deposits, vendor payments, tax remittances, or benefit premiums), the Partner must exclusively utilize PaymentEvolution’s payment processing services ("Payment Rails") to execute the movement of funds.

  • Prohibition on Circumvention: The Partner is strictly prohibited from using the API solely for calculation or ledgering purposes while routing the actual funds via a third-party processor, bank file, or alternative money transmitter, unless explicitly authorized in writing by PaymentEvolution.

5.2 KYC and KYB Obligations (Know Your Client/Business). Access to money movement endpoints is conditional upon the successful completion of mandatory compliance checks. The Partner acknowledges that PaymentEvolution is a regulated entity and must verify the identity of the End User.

  • Data Collection: The Partner agrees to build workflows to collect and transmit all required "Know Your Business" (KYB) and "Know Your Client" (KYC) data points regarding the End User (e.g., Articles of Incorporation, beneficial ownership details, government ID of directors) as specified in the API documentation.

  • Verification Pre-Condition: No money movement features shall be activated for an End User until PaymentEvolution’s compliance team (or automated systems) has reviewed and approved the KYB/KYC data.

5.3 Underwriting and Risk Discretion. PaymentEvolution retains sole and absolute discretion to accept or reject any End User for payment processing based on risk assessment, creditworthiness, or compliance with Anti-Money Laundering (AML) laws. The Partner acknowledges that PaymentEvolution’s refusal to onboard a specific End User for payments does not constitute a breach of this Agreement.

6. Compliance, Data, and Liability

6.1 Compliance with Laws. Partner acknowledges that the services involve regulated financial and tax data. Partner assumes full liability for ensuring its End Users comply with applicable laws (e.g., CRA regulations, Provincial Employment Standards, FINTRAC guidelines). PaymentEvolution acts solely as a data processor based on instructions received via the API.

6.2 Indemnification. Partner agrees to indemnify, defend, and hold harmless PaymentEvolution against any claims, damages, or losses arising from:

  • (a) The Partner’s marketing or resale of the Services;

  • (b) Any calculation errors resulting from the Partner’s improper implementation of the API;

  • (c) Fraud or NSF losses incurred by PaymentEvolution resulting from transactions initiated by Partner’s End Users; or

  • (d) Any breach of data privacy or security within the Partner Platform.

7. Term and Termination

7.1 Term. This Agreement shall remain in effect for the term specified in the Order Form (the "Initial Term") and automatically renew unless terminated.

7.2 Termination for Convenience. PaymentEvolution may terminate this Agreement with 90 days' written notice. Partner may not terminate for convenience during the Initial Term.

7.3 Effect of Termination. Upon termination:

  • (a) Partner must immediately cease marketing the PaymentEvolution integration;

  • (b) Partner must permanently remove all calls to the PaymentEvolution API from their code; and

  • (c) Data Transition: PaymentEvolution is not obligated to export data to a competitor format. PaymentEvolution may, at its discretion, offer a direct relationship to the End Users to prevent service disruption, effectively bypassing the Partner.

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