Program Terms

1. Parties and Effective Date

This Titan Merchant Services Affiliate Program, including Schedules A and B (the Agreement), is between NPP, Inc., a California corporation doing business as Titan Merchant Services, at 4719 Quail Lakes Dr., #G-260, Stockton, California 95207 (the Company), and the individual or entity identified in the signature block (the Affiliate). Titan Merchant Services and Affiliate are each a Party. The Effective Date is the date the last Party signs. The signing entity must have authority to contract under the Titan Merchant Services name. No processor, bank or card network is a party or guarantor of this Agreement.

2. Referral Activities and Authority

Affiliate may introduce prospective United States merchants to Titan Merchant Services for payment processing and related services through approved referral channels. Titan Merchant Services controls underwriting, approval, merchant contracts, pricing, implementation and service. Titan Merchant Services does not promise approval of any merchant.

Affiliate may not:

• bind Titan Merchant Services;
• negotiate or promise merchant pricing;
• collect merchant funds or execute merchant contracts;
• obtain cardholder credentials or program terminals; or
• represent itself as a bank or processor.

Affiliate must direct pricing and product questions to Titan Merchant Services. No fee or equipment purchase is required to join this program. Affiliate compensation is based on qualifying merchant referrals, not recruiting affiliates.

3. Eligibility and Independent Business

Affiliate must be at least eighteen years old if an individual, or validly organized if an entity, and its signatory must have authority to sign. Affiliate will maintain licenses, permits and business tax registrations legally required where it operates and provide evidence on reasonable request. If no local license is required, Affiliate may provide a written explanation instead of a nonexistent certificate.

Affiliate controls its hours, location, resources and methods, subject to lawful advertising, security and brand requirements. Affiliate may serve other clients and promote competing services. Affiliate bears its ordinary business expenses and taxes, subject to any nonwaivable law. There is no minimum referral quota. The Parties intend an independent contractor relationship, not employment, agency, franchise, partnership or joint venture; actual legal classification is governed by applicable law, not this label. Nothing waives employee rights if Affiliate is legally an employee. Titan Merchant Services will assess the applicable California exemption and its factual conditions, including any payment processing agent or business-to-business exemption, rather than relying solely on a license or representation.

4. Approval Documents and Payment Holds

Affiliate must obtain program approval and provide a completed current IRS Form W-9, verified U.S. bank information, this signed Agreement and any separately required ACH authorization through Titan Merchant Services's secure process. Titan Merchant Services may reasonably request identity, authority, licensing or tax documentation. Affiliate will keep information current.

Incomplete documentation may delay payment to the extent lawful but does not cancel earned compensation. Titan Merchant Services will give written notice identifying the missing item and release held amounts in the next regular payment cycle after completion. Statutory payment deadlines and required tax withholding take priority over this provision. Titan Merchant Services will apply backup withholding and information reporting when required, rather than treating this clause as a substitute for tax law. Unclaimed amounts will be handled under applicable unclaimed-property law.

5. Referral Attribution

A qualifying referral is a merchant introduced through Affiliate's assigned link or QR code, securely submitted in the Affiliate Portal, or recorded with Affiliate's identifier in Titan Merchant Services's CRM, with lawful permission to share the contact details. Affiliate may not fabricate referrals or traffic, force clicks, use hidden redirects or cookie stuffing, or submit a merchant without a genuine introduction.

For link referrals, attribution lasts ninety days from the first valid click and is not extended by later clicks. The earliest valid affiliate click within that period takes priority. If no valid earlier click exists, the earliest documented complete manual referral takes priority. A CRM entry implements these rules; it does not override earlier reliable evidence. Tracking may fail across devices or when cookies are blocked. Affiliate may supply alternative contemporaneous evidence.

Existing Titan Merchant Services customers and prospects with documented active sales contact in the prior ninety days are excluded unless Titan Merchant Services approves otherwise in writing before referral. Titan Merchant Services will explain duplicate or excluded referrals without revealing another affiliate's confidential information. Self-referrals and referrals to businesses controlled by Affiliate require advance written approval. Credit is not lost solely because approval or activation occurs after the attribution window if the qualifying referral was recorded within it.

Affiliate should dispute attribution within ninety days after receiving an accessible statement showing the decision, or discovering an omitted referral. Titan Merchant Services will investigate and respond with reasons within thirty days, or explain a necessary extension. This administrative period does not waive statutory remedies, concealment claims or correction of proven fraud or material system error.

6. Activation and Compensation

An Activated Merchant is a qualifying referred merchant whose account is approved and processes at least $300 in genuine settled card sales within thirty days after approval. Test, fabricated or deliberately circular transactions do not qualify. Ordinary legitimate refunds do not by themselves establish manipulation.

For referrals governed by this Agreement, Titan Merchant Services pays fifty percent of Net Residual Profit under Schedule A and a $100 one-time Activation Bonus per Activated Merchant. Affiliate is eligible while approved and the Agreement is effective. Inactivity alone does not affect eligibility. Titan Merchant Services may not manipulate status, approval dates or activation records to avoid payment.

Residuals and bonuses earned in a calendar month are payable within forty-five days after month end, subject to lawful holds. Titan Merchant Services will provide a per-merchant statement of included revenue, permitted costs, adjustments, net profit and Affiliate's share. Affiliate may request supporting calculations and redacted source records reasonably necessary to verify payment. Undisputed sums remain payable during disputes.

7. Bonus Reversals and Compensation Corrections

Titan Merchant Services may reverse a bonus if, within twelve months after activation:

• the merchant account closes;
• the referral proves duplicate or fraudulently obtained;
• the activation was manipulated; or
• Affiliate materially breached this Agreement in obtaining that specific referral.

Titan Merchant Services will not reverse a bonus for a Titan Merchant Services-initiated closure unrelated to Affiliate or merchant misconduct, such as a portfolio transfer or change in Titan Merchant Services's business strategy. Titan Merchant Services will give written reasons and supporting information.

Titan Merchant Services may correct documented compensation overpayments, but may not charge Affiliate ordinary merchant processing losses, merchant chargebacks or unrelated equipment obligations. Titan Merchant Services must give at least ten days' written notice of a proposed offset, with the calculation and a reasonable opportunity to dispute it. Any offset must be lawful and shown on the statement. A genuinely disputed amount will not be debited or offset until resolved by written agreement or a final enforceable determination. Titan Merchant Services will normally use lawful offsets against future compensation before requesting a debit. No indemnity claim may be collected by ACH debit under this Agreement.

8. Limited ACH Authority

This Agreement alone does not authorize a bank debit. A separate signed authorization meeting applicable bank, Nacha and legal requirements is required. Authorized debits are limited to documented bonus reversals, compensation overpayments and lawful correction of erroneous credits, subject to Section 7 and Schedule B. Bank reversal procedures must not be used to circumvent limits on collection debits.

Titan Merchant Services will provide a copy of each authorization and comply with applicable advance notices, account validation, security and recordkeeping requirements. Consumer authorization, stop-payment, revocation and error-resolution rights are preserved. Revocation does not extinguish a valid debt but requires Titan Merchant Services to use another lawful collection method. No debit will be initiated after authorization is revoked except as independently permitted by applicable law and bank rules.

9. Term and Termination

This Agreement continues until either Party terminates on thirty days' written notice. Titan Merchant Services may immediately suspend marketing access for reasonably documented suspected fraud, unlawful marketing or material security risk; it will state the reason, investigate promptly and avoid withholding unrelated undisputed compensation. Suspension is not a declaration that earned compensation is forfeited.

Either Party may terminate for a material breach not cured within fifteen days after notice describing the breach. Titan Merchant Services may terminate immediately for proven referral fraud, unlawful conduct or a material breach that cannot reasonably be cured. Titan Merchant Services must provide written reasons. Termination must not be used primarily to avoid paying earned or protected compensation.

On termination Affiliate must stop new Titan Merchant Services marketing and trademark use and return or securely delete Titan Merchant Services materials and data, except lawfully retained records. Sections 5 through 8, 10, 14 through 20 and the schedules survive to the extent needed to enforce accrued and continuing rights.

10. Compensation After Termination and Prior Rights

If either Party terminates without cause, residuals on merchants activated before termination continue while the account remains active in Titan Merchant Services's compensated portfolio and produces Net Residual Profit. For proven cause involving Affiliate, future residuals may end on merchants directly affected by Affiliate's fraud or material breach; unaffected merchant residuals continue. No accrued amount is forfeited.

A qualifying referral recorded before termination remains eligible for compensation if it activates within ninety days after termination, unless it was fraudulent or obtained through a material breach. Residuals for the termination month include all qualifying revenue attributable to that month, without an arbitrary partial-month forfeiture. Final accrued payments follow Section 6.

Merchants referred before the Effective Date are Legacy Merchants. Their existing compensation percentages, lifetime residual promises, vesting and post-termination rights remain governed by the applicable prior agreement. This Agreement does not extinguish or reduce those rights. Any change requires a separate, specifically identified written amendment signed by both Parties and enforceable under applicable law. An omitted Legacy Merchant remains protected. The Parties will retain a legacy portfolio record in the portal or an attached list.

11. Marketing Standards and Brand License

Titan Merchant Services grants a limited, nonexclusive, nontransferable license during the term to use approved brands and materials solely for authorized referrals. Affiliate must obtain written approval of materials it creates mentioning Titan Merchant Services's brands, products, claims or pricing. Unaltered current portal materials are approved, but Affiliate remains responsible for placement and required relationship disclosures. Approval is for accuracy, lawful claims and trademark protection.

Affiliate may not make unsupported savings claims, guaranteed approval or funding claims, misleading "free" or "zero-cost" claims, fake reviews or false testimonials. Cash-discount, dual-pricing and surcharge statements must use approved descriptions and accurately disclose applicable conditions; merchant program compliance remains subject to separate merchant terms and current rules.

Affiliate will not impersonate Titan Merchant Services, frame its websites, use its marks in domains or social account names, bid on its branded search terms, post referral links on its official pages or use Titan Merchant Services's office address or email domain as its own. Newly designated protected marks apply prospectively after notice and a reasonable implementation period. No material compensation rule may be changed by a portal brand update.

12. Disclosures, Email, Calls and Text Messages

Affiliate must comply with applicable advertising, endorsement, CAN-SPAM, TCPA, federal and state do-not-call, telemarketing and privacy requirements. Close to any compensated recommendation or referral link, Affiliate must clearly disclose the financial relationship in the same medium, such as "I receive compensation for qualifying referrals to Titan Merchant Services." "Partner Link" or "Referral Link" alone is not the required disclosure.

Commercial emails must use accurate sender information and subject lines, identify advertising when required, include a valid postal address and working opt-out, and honor opt-outs within the legally required period. Affiliate must not harvest addresses or transfer suppression lists except for lawful compliance purposes.

Affiliate is not authorized to use automated, prerecorded or artificial-voice marketing calls, bulk marketing texts, or purchased calling/texting leads for Titan Merchant Services without a separate written approved campaign and documented lawful consent where required. Other outreach must observe applicable consent, registration, calling-hour and suppression rules. Generic permission to contact a merchant is not a substitute for channel-specific consent.

Affiliate will preserve sufficient evidence of consent, message content and suppression compliance for the legally required period and provide it securely on reasonable request. Titan Merchant Services will provide reasonable compliance guidance and may review approved campaigns, monitor program marketing and require corrective action. Neither Party contracts away responsibilities imposed on it by law.

13. Subaffiliates and Prohibited Conduct

Affiliate may engage subaffiliates only with prior written Titan Merchant Services approval and written obligations at least as protective as this Agreement. Affiliate is responsible for their conduct within the approved program, must identify traffic sources on request and may not permit unauthorized calls, texts or misleading marketing. Titan Merchant Services owes no separate payment to a subaffiliate absent a signed agreement. Affiliate will promptly report suspected fraud and cooperate with reasonable inquiries. Neither Party will offer unlawful bribes, misuse identities or evade applicable sanctions or processor restrictions.

14. Confidentiality and Merchant Relationships

Confidential Information is nonpublic information disclosed in connection with this Agreement, including protected merchant data, pricing, financial statements and portal records. It excludes information already lawfully known, independently developed, lawfully obtained without restriction or public without breach. Each Party will use it only for this Agreement, protect it with reasonable care and disclose it only to authorized personnel and advisers with confidentiality duties or as legally required. Legally compelled disclosure requires advance notice when lawful.

Affiliate may compete and use its independently obtained relationships and information. It may not misuse Titan Merchant Services trade secrets or confidential information to divert merchants or make false statements about Titan Merchant Services. Merchant contracts remain with their contracting parties; merchants and independently owned contact lists are not declared Titan Merchant Services's property. Nothing prohibits protected reporting to regulators, legal counsel or law enforcement. Under 18 U.S.C. §1833(b), an individual is protected from trade-secret liability for qualifying confidential disclosures to government officials or an attorney to report or investigate suspected violations of law, and for qualifying sealed filings, including in retaliation proceedings.

15. Personal Information and Security

Affiliate will collect and share only necessary business contact data through approved secure channels, with lawful authority and required notices. Affiliate must not collect merchant tax IDs, bank credentials or payment card data outside Titan Merchant Services's approved onboarding process. Neither Party may use shared personal information for unrelated purposes without a lawful basis.

Each Party will maintain reasonable access controls, security and retention practices and notify the other promptly after discovering a suspected incident affecting shared data. They will cooperate in containment, investigation and legally required notifications; this does not delay any shorter legal duty. Data will be returned or deleted when no longer needed, subject to lawful retention and protection of continuing compensation records.

Before any processing requiring a statutory service-provider, contractor, controller or other data agreement, the Parties must execute the appropriate supplement. This Agreement does not deem an affiliate a statutory service provider merely by label. Required privacy notices, data-subject rights, tracking consents and sale/sharing opt-outs must be implemented where applicable.

16. Indemnification and Liability

Each Party will indemnify, defend and hold the other harmless against third-party claims and resulting legally recoverable losses and reasonable defense costs, to the extent caused by the indemnifying Party's material breach, negligence, willful misconduct or violation of law. Affiliate's obligation includes its unauthorized marketing and approved subaffiliates' conduct. Titan Merchant Services's obligation includes materially unlawful or misleading materials Titan Merchant Services supplied and Affiliate used as authorized. Neither Party indemnifies the other for that other Party's own fault; shared fault is allocated proportionately. Fines or penalties are covered only to the extent lawful.

The protected Party must give prompt claim notice; delay excuses performance only to the extent materially prejudicial. The indemnifying Party may control defense with competent counsel reasonably acceptable to the other Party. The other Party may participate at its own cost, except reasonable separate counsel costs are covered where a material conflict requires them. No settlement may admit the protected Party's fault or impose a nonmonetary duty or unreleased liability without its written consent, not unreasonably withheld.

Neither Party is liable to the other for consequential, incidental or punitive damages to the extent waiver is lawful. This exclusion does not limit compensation obligations, covered third-party indemnity amounts, fraud, willful injury, gross negligence, or any liability that cannot legally be excluded. No aggregate monetary cap is imposed by this Agreement. Indemnity does not prevent regulators or third parties from enforcing their rights.

17. Disputes, Arbitration and Courts

The Parties will first attempt good-faith resolution after written notice for thirty days. This requirement does not delay urgent relief or statutory deadlines; each Party may file to preserve its rights.

Except for the exceptions below, disputes will be resolved by one neutral arbitrator administered by the American Arbitration Association under its applicable Commercial Rules, or its Employment or Consumer Rules if legally required. Current rules are available at www.adr.org and Titan Merchant Services will provide a copy on request. The Federal Arbitration Act governs where applicable; otherwise applicable arbitration law governs. The arbitrator may award every individual remedy available under applicable law and will provide a reasoned written decision.

Affiliate may elect a video hearing or an in-person hearing in its home county. Titan Merchant Services will pay filing, administration and arbitrator charges beyond the filing fee Affiliate would pay in court, for all claims, and will pay more where required by law or applicable AAA rules. Attorneys' fees are recoverable only under applicable law or an enforceable provision; this Agreement creates no additional prevailing-party fee obligation.

Either Party may use a competent small-claims court for eligible claims or seek temporary court relief to preserve rights pending arbitration. Agency complaints, legally nonarbitrable claims and statutory choices to reject arbitration remain available. No class, collective or representative-action waiver is included. Except for these exceptions, BOTH PARTIES WAIVE COURT AND JURY TRIAL FOR ARBITRABLE DISPUTES. Courts, not the arbitrator, decide formation and enforceability of this arbitration provision unless law requires otherwise.

Permitted court proceedings may be brought in California state courts in San Joaquin County or the U.S. District Court for the Eastern District of California, if jurisdiction and venue are proper. This provision does not override the small-claims option, mandatory local venue or statutory protections. If arbitration cannot lawfully proceed or AAA declines administration and the Parties cannot agree on another administrator, the dispute may proceed in a competent court.

18. Notices, Amendments and Assignment

Notices go to the email and postal addresses in the Execution and Notice Information section, updated by written notice. Email is deemed received the next business day after transmission unless a delivery failure is reported; mailed notice is effective on documented delivery. Material notices must also be downloadable or retainable. Titan Merchant Services will use an alternative notice method if delivery fails.

Amendments require both Parties' signed written assent. Titan Merchant Services will provide at least thirty days' notice of proposed compensation changes. Unless a separate lawful amendment expressly identifies existing merchants, changes apply only to referrals made after the amendment becomes effective. Refusal does not itself reduce existing compensation. Portal policies may implement this Agreement but cannot amend compensation, dispute rights or other material terms.

Affiliate may assign only with Titan Merchant Services's written consent, not unreasonably withheld for a genuine business succession. Titan Merchant Services may assign to a successor or related entity assuming all obligations in writing, with advance notice; assignment does not reduce residual rights. Titan Merchant Services remains responsible for accrued obligations unless Affiliate expressly agrees to a release.

19. Governing Law and Entire Agreement

California law governs, subject to federal law and mandatory protections applicable where Affiliate works or resides. This Agreement and its signed schedules supersede earlier terms for new referrals, but Section 10 preserves prior and Legacy Merchant rights. The Agreement controls over portal terms; Schedule A governs detailed calculations; the separate ACH authorization controls banking consent only and cannot enlarge collection rights here. Signed promotions apply only to the specifically stated bonus or merchant terms.

No oral statement changes this Agreement. No third-party beneficiary is created. If a provision is invalid, it is severed only as legally permitted; the remainder continues unless doing so defeats the Agreement's essential purpose. Severability does not authorize rewriting an unlawful restraint or waiving nonwaivable rights. Failure to enforce once is not waiver.

20. Electronic Execution

The Parties agree to electronic contracting and signatures through a secure authenticated platform, including the Affiliate Portal's electronic signature system. Titan Merchant Services will deliver a complete retainable executed copy with every schedule and preserve the signature audit trail. Counterparts form one agreement. A Party may request a paper signing alternative. Electronic execution does not replace separate consumer electronic-disclosure consent or tax-form certification requirements when applicable. No tax identification or bank account numbers should appear in this Agreement.

Schedule A — Affiliate Compensation

This Schedule applies to referrals made on or after the Effective Date. Legacy Merchant compensation is preserved under Section 10.

1. Merchant processing accounts with Titan Merchant Services

Included Revenue means processing-related fees and residual revenue earned by and attributable to Titan Merchant Services for the referred account, whether collected directly from the merchant or remitted by a processor, bank or platform. Exclude merchant sales proceeds, taxes, unearned deposits and amounts belonging to third parties. Count each amount only once.

Permitted Costs are actual, documented account-specific interchange, card-brand and network fees, processor charges, sponsor-bank charges, authorization, gateway, software and PCI-program costs borne by Titan Merchant Services. Deduct a cost only if the associated revenue was included and the cost has not already been netted from a processor remittance. Do not deduct corporate overhead, salaries, rent, income tax, other affiliates' commissions, Affiliate's own share or unrelated merchant losses. Shared direct costs must use a reasonable consistent allocation disclosed in the statement; no undisclosed internal markup is permitted.

Net Residual Profit equals Included Revenue less Permitted Costs and documented refunds or reversals of revenue previously included. Affiliate receives 50% of positive Net Residual Profit per merchant per month. A negative result yields zero for that merchant; it is not carried against other merchant accounts. Duplicate payment corrections follow Section 7.

The formula includes eligible Visa, Mastercard, Discover, American Express, PIN debit and processing-related monthly or transaction fees, including revenue from lawful dual-pricing or cash-discount programs. No card-brand fee percentage is fixed by this Schedule.

Illustration only: If gross included processing fees are $1,250, pass-through costs are $1,050 and other permitted direct costs are $60, profit is $140 and Affiliate receives $70. If the processor instead remits $200 already net of the $1,050 pass-through costs, start with $200 and deduct only the remaining $60; the same $70 share results.

Each statement for these accounts must disclose merchant identifier, revenue basis, permitted cost categories, adjustments, profit, share and bonuses or corrections.

2. Additional products and services

Affiliate also receives 50% of the net income Titan Merchant Services receives from:

(a) Square accounts, high-risk processing accounts and funded business capital referred by Affiliate;

(b) business or customer financing products and digital loyalty programs that Affiliate refers directly to Titan Merchant Services for that specific product; and

(c) any additional product or service that a merchant referred by Affiliate signs up for within sixty days after that merchant's account is approved, even without further involvement from Affiliate.

A direct referral for a specific product earns this share at any time, including for a merchant Affiliate referred earlier. For example, a merchant whose business capital is funded the month after approval earns Affiliate 50% under (c); the same merchant directly referred by Affiliate for business capital six months later earns Affiliate 50% under (a) or (b).

For these products, net income means the amount the provider actually pays Titan Merchant Services for the referred account. The provider deducts its own costs before paying Titan Merchant Services and does not supply a cost breakdown, so Titan Merchant Services deducts no costs and the Permitted Costs in part 1 do not apply. Statements for these products show the amount received and Affiliate's share.

Hardware sales and equipment leases are excluded unless a separate written addendum expressly includes them, such as an approved hardware promotion.

3. Activation bonus

The activation bonus is $100 per Activated Merchant under Sections 6 and 7. Approved written promotions may increase it for specified referrals and dates.

4. Statements and payment questions

Affiliate should report payment concerns within ninety days after receiving an accessible statement. Late notice does not extinguish nonwaivable rights or prevent correction of proven fraud, concealment or material error. Titan Merchant Services will respond within thirty days or explain an extension. Statements and reasonable supporting records remain available for at least four years after the relevant payment, or longer if legally required.

Schedule B — ACH Collection Safeguards

This Schedule limits collection; it is not an ACH authorization. Before any debit, obtain a separate bank-approved authorization identifying the legal originator, account holder, account type, permissible debit purposes, timing, revocation method and contact information. Provide a retainable copy and preserve evidence of assent. Affiliate may revoke debit consent by written notice to Titan Merchant Services's notice address; Titan Merchant Services will stop future debits as required by law and applicable bank rules.

The Company's existing Credit/Debit Authorization for Residual Payment satisfies this Schedule; the permitted debit purposes are those listed in Section 8.

For authorized collection debits, Titan Merchant Services must provide at least ten days' advance written notice of amount, reason and debit date, or any longer required period. Do not debit genuinely disputed amounts. Consumer statutory rights remain intact. Corrections through ACH reversal procedures are permitted only within the applicable rules and deadlines; ordinary debt collection must not be labeled an erroneous-entry reversal.

Titan Merchant Services must confirm the correct consumer or corporate entry classification, any internet-authorization account validation requirements, secure account handling, authorization retention, return processing and current applicable rules with its originating bank before implementation. Use separate secure bank fields; do not attach account numbers to copies of this Agreement circulated for review.

Execution and Notice Information

The Parties acknowledge Schedule A, Schedule B, preservation of Legacy Merchant rights and the arbitration provision in Section 17.

Company: NPP, Inc., a California corporation, doing business as Titan Merchant Services

• Principal and notice address: 4719 Quail Lakes Dr., #G-260, Stockton, California 95207
• Notice email: the affiliate manager email address shown in the Affiliate Portal
• Signed by an authorized officer through the Affiliate Portal's electronic signature system

Affiliate: The Affiliate's legal name, business name (if any), entity type and notice postal address are those stated on the IRS Form W-9 the Affiliate provides through the Affiliate Portal, and the Affiliate's notice email is the email address on its Affiliate Portal account, each as updated by written notice under Section 18. If Affiliate is an entity, the individual who signs represents that he or she is authorized to sign on its behalf.

Approved marketing brand: Titan Merchant Services

Legacy portfolio record: maintained by the Company in the Affiliate Portal or its legacy portfolio list, as provided in Section 10.