KICKFLIP PARTNER REFERRAL PROGRAM TERMS

Last Updated: July 10th, 2025

PLEASE READ THESE KICKFLIP PARTNER REFERRAL PROGRAM TERMS CAREFULLY. ONCE YOUR APPLICATION IS APPROVED BY KICKFLIP, THESE TERMS CREATE AN AGREEMENT (THE “AGREEMENT”) BETWEEN YOU (AS “PARTNER”) AND 9219-4695 QUEBEC INC., (”KICKFLIP”) REGARDING YOUR ENROLLMENT AND CONTINUED PARTICIPATION TO THE KICKFLIP PARTNER REFERRAL PROGRAM (THE “PROGRAM”) IN ACCORDANCE WITH THESE TERMS. ALL USERS MUST AGREE TO THIS AGREEMENT BEFORE BENEFITING FROM THE PROGRAM, UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT IN PLACE EXPRESSLY COVERING ANY SPECIFIC CONDITIONS OF YOUR ENROLLMENT. IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE CLICK “CANCEL” OR “BACK” AND DO NOT PARTICIPATE TO THE PROGRAM.

YOUR PARTICIPATION TO THE PROGRAM CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT. THIS AGREEMENT IS SUBJECT TO CHANGE FROM TIME TO TIME, INCLUDING THE TERMS OF THE COMMISSION STRUCTURE OR THE AMOUNTS PAYABLE TO A PARTNER. WE WILL NOTIFY YOU OF ANY MATERIAL CHANGE BY REASONABLE MEANS WITHIN A PERIOD OF FIVE (5) DAYS PRIOR TO THE CHANGE TAKING EFFECT. YOUR CONTINUED PARTICIPATION TO THE PROGRAM WILL INDICATE YOUR ACCEPTANCE OF THE REVISED TERMS OF THE AGREEMENT AS OF THE DATE INDICATED ABOVE.

1. Engagement.

(a) Kickflip hereby engages Partner, and Partner hereby accepts such engagement, to act as Kickflip’s non-exclusive partner, finder and business developer as part of the Program, with respect to Kickflip’s sales of its product configuration, customization and adjustment services through its online portal (“Services”) to Customers worldwide (the "Territory") during the Term, solely in accordance with the terms and conditions of this Agreement. Kickflip may in its sole discretion engage any other person or company to sell or promote the Services. Kickflip shall provide Partner with access to its help center, partner account and other materials which are necessary to enable Partner to fulfill its obligations hereunder.

(b) Participation in this Program is expressly limited to individuals or entities who hold an active partnership status with Kickflip. For purposes of this clause, an “active partner” shall be defined as a Partner that (i) is in good standing under this Agreement, and (ii) consistently complies with any applicable performance and reporting obligations set forth by Kickflip herein. Any Partner whose status becomes inactive, lapses, or otherwise fails to meet these criteria shall forfeit eligibility to participate in the Program. Kickflip reserves the right, in its sole discretion, to verify Partner status and to remove or disqualify any participant who does not meet, or ceases to meet, the foregoing requirements.

(c) Any Customers referred to Kickflip by a Partner shall not obtain any preferential treatment in Kickflip's support processes and shall be treated as its other customers in the ordinary course. Partners are encouraged to assist any Customers that are also their own clients in configuring and utilizing their Kickflip account and offer any first-level assistance they may provide to minimize direct requests to Kickflip. The Services offered by Kickflip remain a self-serve solution. The role of Partners is to facilitate the client experience without augmenting the support burden on the Kickflip team. Should the need arise, it is preferable for the Partner to centralize communication with Kickflip on behalf of their client to ensure efficient and consistent handling of requests.

(d) No priority service shall be offered to Partners within the framework of this Program. Partners shall receive the same level of service and response times as all Kickflip clients and Partners shall not, at any time, represent or promote priority access to Kickflip support beyond what is explicitly indicated in this Agreement. In addition, no specific feature addition requests to the Services offered by Kickflip originating from a Partner shall be accepted or prioritized. To submit a feature suggestion, Partners must exclusively utilize the official procedure described here.

(e) In order to maintain continued participation to the Program, Partners shall conduct their activities in a professional and ethical manner, upholding the reputation and brand integrity of Kickflip. Such conduct includes, but is not limited to:

(i) Refraining from any form of spamming or unsolicited communications;

(ii) Avoiding deceptive, misleading, or fraudulent advertising or promotional practices;

(iii) Adhering to all applicable marketing standards, regulations, and industry best practices; and

(iv) Ensuring all representations made about Kickflip's products or services are accurate and truthful.

2. Compensation.

(a) For purposes of this Agreement:

(i) “Customer” shall mean any person or entity interested in the use of the Services offered by Kickflip, in the Territory.

(ii) “Referred Customer” shall mean any Customer that (i) was introduced to Kickflip by Partner in accordance with the terms of this Agreement, (ii) was not an existing or previous customer of Kickflip at the time of referral, and (iii) completes a Qualifying Transaction within 30 days of the referral.

(iii) “Qualifying Transaction” shall mean a completed sale, license, or agreement for products or services between Kickflip and a Referred Customer, for which payment has been received in full by Kickflip. Net Revenues shall be calculated only on amounts collected and shall not include amounts that are invoiced but not paid. Any amounts subsequently refunded or uncollected shall be deducted from Net Revenues accordingly.

(iv) “Net Revenues” shall mean the gross amounts actually received by Kickflip from third parties in connection with the sale, licensing, or provision of products or services that are directly attributable to Referred Customers (including subscription costs, add-ons and any transaction fees), less the following deductions, to the extent applicable and actually incurred: (i) refunds, chargebacks, credits, and allowances; (ii) sales, use, value-added, or other similar taxes (excluding income taxes); (iii) shipping, handling, and insurance costs; (iv) third-party transaction fees, including payment processing fees; and (v) discounts, rebates, and promotional allowances.

(b) In consideration for the referral services rendered by a Partner hereunder, Kickflip shall pay to Partner a recurring compensation calculated as a percentage of Net Revenues generated from Qualifying Transactions with Referred Customers for a period of twenty-four (24) months from the date of a Qualifying Transaction, calculated in tiers, with all amounts being in $USD (“Fee Period”) with such Referred Customer (the “Referral Fee”). The Referral Fees payable at the Effective Date of this Agreement are as follows:

10% of Net Revenues between $0 and $10,000

15% of Net Revenues between $10,001 and $50,000

20% of Net Revenues above $50,001

(c) The considered Net Revenues for the purposes of the calculation of the Referral Fee shall be the total monthly Net Revenues generated by all Referred Customers meeting the requirements set forth herein for a given Partner. The corresponding Referral Fee shall apply solely to Net Revenues generated after the corresponding tier has been attained. No retroactive adjustments shall be applied to previous months. Partners expressly acknowledge that the Referral Fee calculation shall be performed on a monthly, non-retroactive basis, and that achieved tiers shall not retroactively modify past compensation.

(d) Any new Referred Customer referred to Kickflip by a given Partner shall be added to the calculation of the Referral Fee upon their activation in Kickflip’s system. The Fee Period for such added Referred Customer shall be calculated individually for each Referred Customer from their individual activation date and shall not renew if a Referred Customer increases their revenue, subscribes to new offers, or continues to use Kickflip’s Services after the expiration of the Fee Period.

(e) Should a Referred Customer subscribe to one or more add-ons (e.g., CPQ, advanced features, etc.) offered by Kickflip as part of the Services, the additional Net Revenues generated shall be automatically added to the Partner's total Referral Fee calculation. Conversely, should a Referred Customer remove an add-on, the corresponding Net Revenues shall decrease, and the updated amount shall be considered for the calculation of the Referral Fee for the applicable period. Revenue adjustments related to add-ons are automatic, final, non-disputable, and may be unilaterally modified by Kickflip without prior notice.

3. Payment Terms.

(a) Referral Fees shall be paid via PartnerStack on a monthly basis, in accordance with the following process:

(A) On the 1st day of the month, the system shall generate a Referral Fee invoice for Partners in good standing;

(B) Up until the 7th day of the month shall be the invoice review period by Kickflip.

(C) On the 8th day, all undisputed invoiced Referral Fees shall be automatically debited to Partner’s PartnerStack account.

(b) Should payment be effected via credit card, funds shall be available to Partners on the 8th day of the month. Should payment be effected via ACH, funds shall be available to Partners on the 13th day of the month, subsequent to 5 business days of processing. Partners may withdraw their Referral Fees via direct bank transfer, Stripe, or PayPal, according to their preference and location. For further details, Partners may consult PartnerStack's official documentation on payments. Any dispute concerning the calculation of a given Referral Fee must be submitted in writing to Kickflip within seven (7) days following the invoice issuance date. Beyond this period, the amount shall be deemed accepted and non-revisable.

4. Limitations and Restrictions.

(a) The accrued Referral Fees are strictly and solely payable to the originating Partner only. No Referral Fees shall be payable to a third-party in cases of agency buyouts, mergers, or changes in legal structure of a Partner without prior written validation from Kickflip.

(b) Should a Referred Customer terminate the use of Kickflip’s Services, the monthly Net Revenues for the calculation of the Referral Fee shall decrease accordingly from the effective termination date of such Referred Customer. However, the Partner shall continue to receive a Referral Fee calculated based on the Net Revenues generated by such Referred Customer prior to their termination date.

(c) As more fully detailed in Section 8, no Referral Fee shall be owed hereunder for any sale to a Customer if Kickflip notifies Partner that Kickflip had a previous relationship or contact with that Customer. The Referral Fee shall apply only to the initial engagement and shall not extend to any future contracts or renewals unless otherwise agreed in writing.

(d) If any amounts included in the calculation of Net Revenues are subsequently refunded, credited, or otherwise uncollected, Kickflip shall have the right to deduct the corresponding portion of the Referral Fee from future payments to Partner or, if no further payments are due, require reimbursement of any overpaid amounts.

(e) Kickflip shall provide Partner with a summary statement of Net Revenues and Referral Fees earned for each yearly quarter. Kickflip shall have sole discretion in determining pricing, discounts, and contractual terms with Referred Customers and shall not be liable for any Referral Fees on amounts not actually received.

5. Minimum Commitment.

To maintain active status in the Program and remain eligible for payment of the Referral Fee under this Agreement, the Partner must refer at least one new Customer during each consecutive 12-month period, which shall start from the date of the Partner’s acceptance into the Program by Kickflip. Such 12-month period shall restart upon the date of acceptance of a Referred Customer by Kickflip. Failure to meet this minimum referral requirement will result in the Partner being deemed inactive, at which point the Partner will no longer be eligible to receive a Referral Fee, or any other fees or other compensation for any referrals, whether existing or future, unless and until the Partner is reinstated to active status by meeting the minimum referral requirement, subject to Kickflip’s sole discretion.

6. Ability to serve Referred Customers

(a) Each Party acknowledges and agrees that referring a Referred Customer (as defined below) to the other Party pursuant to this Agreement does not restrict or preclude Partner from providing its own services to the Referred Customer, whether before, during, or after the referral. Partner shall remain free to engage, contract with, and provide services to any Referred Customer, provided that such engagement does not interfere with or circumvent the other Party’s provision of services specifically agreed upon with the Referred Customer as a result of the referral.

(b) For clarity, nothing in this Agreement shall be construed to grant either Party an exclusive right to provide services to a Referred Customer, nor shall it prohibit a Party from competing in the marketplace or engaging in business relationships with any entity, including Referred Customers, in a manner consistent with this Agreement.

(c) Without limiting the generality of the foregoing, neither Party shall, directly or indirectly, circumvent, bypass, or attempt to circumvent or bypass the other Party in order to engage in direct business dealings with a Referred Customer in a manner that avoids or reduces the referral fees or other compensation due under this Agreement. In the event of a breach of this clause, the non-breaching Party shall be entitled to seek appropriate remedies, including, but not limited to, the full amount of any referral fees that would have been due, injunctive relief, and any other legal or equitable relief available under applicable law.

7. Referral Obligations.

(a) Partner shall introduce Kickflip to Customers, and perform such other responsibilities as reasonably directed by Kickflip, including forwarding sales literature provided by Kickflip, but shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Services to any Customer.

(b) Partner makes no representation or warranty about the creditability or suitability of any Customers introduced to Kickflip, and neither Kickflip, nor any of its directors, officers, or shareholders, should in any way rely on Partner to perform any due diligence with respect to the creditability or suitability of any Customer.

(c) Partner shall identify and refer potential Referred Customers to Kickflip for the services offered by Kickflip and provide Kickflip with relevant information regarding the Referred Customer that is known to it. Partner shall be solely responsible in entering all correct and necessary information to allow Kickflip to properly identify and address any Referred Customers as such, including by referencing the correct e-store exploited by the Customer.

(d) Kickflip shall evaluate the information provided and determine whether to pursue the Referred Customer at its sole discretion. If Kickflip enters into any form of engagement with the Referred Customer, it shall advise Partner and pay Partner a Referral Fee as specified in this Agreement.

(e) The prices, terms, and conditions under which Kickflip offers or sells any Services shall be determined by Kickflip in its sole discretion. Kickflip shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Services. Nothing in this Agreement shall obligate Kickflip to actually offer or sell any Services or consummate any transaction with any Customer. Kickflip may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Services without any liability or obligation to pay compensation to Partner under 2 or otherwise.

(f) Notwithstanding any provision to the contrary in this Agreement, in the event the Partner ceases to participate in the Program, is removed from the Program, or this Agreement is terminated for any reason whatsoever, Kickflip shall be entitled to continue providing products or Services to any Customer originally referred by the Partner without any further obligation to pay the Referral Fee, commissions, fees, or other compensation to the former Partner. The former Partner expressly acknowledges and agrees that all rights to compensation cease upon such termination or cessation of participation in the Program, and Kickflip may, in its sole discretion, maintain, expand, or otherwise modify any relationship with the Referred Customers without any liability or payment obligation to the former Partner.

8. Potential and Former Clients.

The Parties agree that no Referral Fee shall be owed or payable to the Partner for any potential Referred Customer who was already in active discussion with Kickflip prior to the date of referral (“Prospective Client”). For the purposes of this provision, a Prospective Client shall be deemed any person or entity that, regardless of the stage of engagement, has expressed interest in Kickflip’s Services—whether preliminary, casual, or otherwise—through a documented communication in Kickflip’s CRM, via email, or by a form submission or unsolicited exchange. Such determination shall be made by the entry date recorded in Kickflip’s CRM and database, and Kickflip shall make such determination within one (1) month of receiving the referral and communicate its decision thereon to Partner. Additionally, should a former Kickflip Customer terminate their account and subsequently conclude another Qualifying Transaction via a Partner's intervention, no Royalty Fee shall be attributed for that Customer.

In the event of any dispute concerning whether a Customer was already in discussion with Kickflip prior to the referral by the Partner, Kickflip reserves the right to arbitrate and make a final, binding determination on the origin of the Customer. The Partner acknowledges that Kickflip shall maintain exclusive discretion in adjudicating any doubts that arise regarding whether a Client was previously in Kickflip’s pipeline or otherwise engaged with Kickflip before the Partner’s referral. Neither Party shall have any further recourse against the other once Kickflip has rendered its decision in such matters.

9. Client Referral Disputes.

In the event that two Partners claim to have referred the same Customer, the Partner whose referral was first recorded (based on the submission date in Kickflip's CRM and/or database) will be recognized as the referring Partner. Kickflip reserves the right to arbitrate any such disputes at its sole reasonable discretion. Any dispute between Partners regarding the origin of a Customer must be submitted to Kickflip within seven (7) business days following notification of the conflict. The final decision regarding the rightful referring Partner shall always rest with Kickflip.

10. Offset.

In the event of any overpayment or excess disbursement to the Partner, Kickflip reserves the right, at its sole discretion, to: (A) suspend all future payments until the overpaid amount is offset; or (B) demand immediate reimbursement from the Partner. Kickflip will notify the Partner in writing of any identified overpayment or excess disbursement, specifying the amount and the basis for the determination. The Partner shall reimburse Kickflip for any such overpayment or excess disbursement within ten (10) business days of receiving such notice, unless otherwise agreed in writing by the parties. If the Partner fails to reimburse the overpaid amount within the specified period, Kickflip may, in addition to suspending future payments, recover the outstanding amount by offsetting it against any amounts otherwise due to the Partner under this or any other agreement between the parties. Kickflip's rights under this provision are cumulative and in addition to any other rights or remedies available at law or in equity.

11. Indemnity.

Partner shall defend, indemnify, and hold harmless Kickflip, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including attorney fees, disbursements and the costs of enforcing any right to indemnification under this Agreement), incurred by Kickflip, arising out or resulting from any claim by Kickflip or from a third-party related to any material breach of this Agreement, any activity of the Partner related to their participation in the Program, any false representation made by the Partner, the usurpation or unauthorized use of Kickflip's intellectual property, regulatory violations related to marketing practices or unauthorized representations made by the Partner or any false representations concerning Kickflip's features.

12. Limitation of Liability.

Kickflip shall not be liable for any loss, damage, claim, cost, or liability incurred by Partner as a result of its relationship (or termination thereof) with a Referred Customer, including but not limited to non-payment, breach of contract, misconduct, insolvency, or any other prejudice caused by the Referred Customer. Partner expressly waives any right to seek indemnification, compensation, or other remedies from Kickflip in connection with any issues arising from its dealings with a Referred Customer. In any event, Kickflip shall in no event be liable to the Partner or to any third party for any indirect damages (including loss of profits, loss of business, or loss of data), whether liability is contractual, tortious, or otherwise. The total liability of Kickflip, under or in connection with the Program, shall in any event be limited to the amounts actually paid to the Partner hereunder during the preceding six (6) months to any claim. Kickflip shall not be held responsible for delays or failures resulting from causes beyond its reasonable control (force majeure), including, but not limited to, technical failures, social conflicts, major economic crises, pandemics, epidemics, and natural disasters.

13. Independent Contractor.

Partner is an independent contractor of Kickflip, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between Partner and Kickflip for any purpose. Partner has no authority (and shall not hold itself out as having authority) to bind Kickflip and Partner shall not make any agreements or representations on Kickflip's behalf without Kickflip's prior written consent. Without limiting the above, Partner will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Kickflip to its employees, and Kickflip will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker's compensation insurance on Partner's behalf. Partner shall be responsible for, and shall indemnify Kickflip against, all such taxes or contributions, including penalties and interest. Partner shall be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Partner in connection with the performance of Partner's obligations hereunder shall be Partner's employees or contractors and Partner shall be fully responsible for them and indemnify Kickflip against any claims made by or on behalf of any such employees or contractors.

14. Confidentiality.

All non-public, confidential, or proprietary information of Kickflip, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Kickflip to Partner, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Kickflip in writing. Upon Kickflip's request, Partner shall promptly return all documents and other materials received from Kickflip. Kickflip shall be entitled to injunctive relief for any violation of this 14. This section shall not apply to information that is: (a) in the public domain; (b) known to Partner at the time of disclosure; or (c) rightfully obtained by Partner on a non-confidential basis from a third party.

15. Intellectual Property.

(a) As between the Parties, each Party shall solely own all right, title, and interest in and to any all Intellectual Property made, invented, developed, or otherwise created during the Term and as a result of work conducted pursuant to this Agreement invented, created, or otherwise originated solely by its representatives.

(b) Partners are hereby granted a non-exclusive, revocable and personal right and license to use and display Kickflip's logo, brand name, and marketing materials solely as specified by Kickflip's official brand guide and exclusively upon request and approval, for the purposes of promoting Kickflip’s Services and refer Customers to Kickflip as part of the Program, and for no other purpose or reason.

(c) Partners are expressly prohibited from modifying in any way Kickflip's logos or branding elements in any manner; claiming a direct partnership or affiliation with Kickflip beyond the scope explicitly granted within this Agreement and displaying or communicating advertisements or promotional campaigns that directly compete with Kickflip's own marketing efforts.

16. Partner Affiliation to Kickflip.

Partner shall not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of Kickflip (which shall not be unreasonably withheld or delayed), except to the extent that Partner is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

17. Kickflip Marketing Rights.

Subject to the terms of this Agreement, Partner grants Kickflip a non-exclusive, worldwide, royalty-free right and license to use Partner’s name, trademarks, service marks, logos, and other distinctive brand features, as well as screenshots or screen captures of any publicly available custom product configurators, product photos or builder interface in connection with Kickflip’s standard publicity, marketing, and promotional activities, including through reference or display thereof on Kickflip’s website and other forms of commercial communications that reference its participation to the Program or otherwise use of the Services. Kickflip may refer to Partner as a Kickflip partner in these materials. If at any time Partner prefers that Kickflip not identify it or display any screenshots or captures of any custom product configurators, it may opt out by providing Kickflip with written notice to that effect at info@gokickflip.com, and Kickflip will promptly cease such public references and remove or discontinue any displays within a commercially reasonable period.

18. Compliance with Laws.

Each Party shall comply with all applicable laws, regulations, and industry standards related to data protection, cybersecurity, privacy, anti-corruption, and any other relevant legal requirements in connection with its performance under this Agreement. This includes, but is not limited to, compliance with, the Act respecting the protection of personal information in the private sector and any other applicable cybersecurity and data privacy laws. Each Party shall be solely responsible for obtaining any necessary licenses, approvals, or consents required for its business operations and for ensuring that its referrals and services comply with applicable legal and regulatory requirements. Neither Party shall engage in any deceptive, misleading, or unlawful business practices in connection with this Agreement.

19. Term and Termination.

(a) The term of this Agreement commences on the date of this Agreement and continues unless and until earlier terminated as provided under this Agreement (the "Term").

(b) Kickflip reserves the right, at its sole discretion, to terminate a Partner’s participation in the Program, in whole or in part, with immediate effect, by providing written notice to the Partner, under any of the following circumstances:

(i) Any material or substantial violation or breach of this Agreement or any other agreement or policy governing the Program

(ii) Failure to comply with any obligation owed to Kickflip or to any of the Referred Customers;

(iii) The filing or occurrence of bankruptcy, insolvency, dissolution, liquidation, or cessation of the Partner’s business activities;

(iv) For any other reason that Kickflip, in its reasonable discretion, deems valid, including but not limited to the existence of any dispute between Kickflip and the Partner.

(c) The Parties may terminate this Agreement for convenience by providing a Notice to the other Party thirty (30) days prior to the date of the intended date of termination.

(d) Unless this Agreement is terminated for reason of material or substantial violation of this Agreement by Partner, Kickflip’s sole liability and obligation shall be to pay Partner all Referral Fees for Referred Customers for the remainder of the Fee Period for each Qualifying Transaction at the moment the Notice of sent.

(e) Upon termination, the Partner shall immediately cease all use of any Program materials, trademarks, or confidential information belonging to Kickflip, and shall return or destroy all such materials as directed by Kickflip.

(f) Termination of participation in the Program shall be without prejudice to any rights or remedies that may have accrued to either party prior to the effective date of termination. Except as otherwise expressly provided herein, Kickflip shall not be liable to the Partner for any damages, losses, or costs arising from or related to such termination.

(g) The termination of this Agreement shall not extinguish the Partner's obligations relating to confidentiality, indemnification, and unduly received or overpaid commissions or Referral Fees.

20. Miscellaneous.

(a) All notices, requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder (each, a "Notice") must be in writing and addressed to the relevant Party at the address set forth on the first page of this Agreement (or to such other address or email that may be designated by the receiving Party from time to time in accordance with this Section 20(a)). All Notices must be delivered by personal delivery or email, if agreed-upon. A Notice is effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements of this Section 20(a).

(b) This Agreement and all Addenda and other related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Quebec and the federal laws of Canada, as applicable.

(c) This Agreement, and each of the terms and provisions hereof, may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

(d) Partner shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Kickflip. Any purported assignment or delegation in violation of this Section shall be null and void. Kickflip may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Partner's prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

(e) If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

(f) This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

(g) The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.