LIGHTSPEED EXPERT AGREEMENT

THIS EXPERT AGREEMENT (the “Agreement”) is entered as of the day of ,

201__ (the “Effective Date”)

BETWEEN: _________________________________, [a corporation

incorporated under the laws of ______________________,
with offices at ____________________________________
OR (in the case of an individual) an individual residing at
__________________________________________ (the
“Expert”)

AND: LIGHTSPEED POS INC. a corporation incorporated under

the laws of Canada, with offices at 700 St-Antoine Street,
Suite 300, Montréal, Quebec, Canada (“Lightspeed”)

(Expert and Lightspeed are hereinafter sometimes collectively

referred to as the “Parties” and individually as a “Party”)

WHEREAS Lightspeed develops and provides access to certain software services, as more fully
described in Schedule A, attached hereto, and desires to increase the number of users of its software by
authorizing Expert to market, promote, and support the software in accordance with the terms and
conditions set forth herein;

WHEREAS Expert desires to market, promote and support Lightspeed’s products and services in
accordance with the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this
Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Lightspeed and Expert agree as follows:

ARTICLE 1
INTERPRETATION

1.1 Definitions. Wherever used in this Agreement, unless there is something in the subject matter or
context inconsistent therewith, the following words and terms shall have the respective meanings
ascribed to them as follows:

(a) “Claim” has the meaning set forth in Section 12.1.

(b) “End-User” means any person permitted to use the Lightspeed Software as a result of
Expert’s referral.

(c) “End-User Agreement” means the online service agreement provided by Lightspeed that
must be accepted by an End-User prior to using the Lightspeed Software.

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 (d) “Fees” means the fees payable by Lightspeed to Expert, as further detailed in Schedule
B, attached hereto.

(e) “Initial Term” has the meaning set forth in Section 13.1.

(f) “Intellectual Property Rights” means any of the following: (a) patents, patent
applications and related patent rights, including but not limited to divisions,
continuations, continuations in-part, renewals, reissues, and extensions thereof; (b) rights
associated with works of authorship including moral rights, copyrights and registrations
therefor; (c) rights relating to the protection of trade secrets and confidential information;
and (d) rights relating to the protection of trade-marks, service marks or trade names.

(g) “Lightspeed Documentation” means all materials supplied by Lightspeed, whether in

printed or online form or on magnetic tape or other media, that explain or facilitate the
use of the Lightspeed Software, which may include, without limitation, users’ manuals,
standard operational manuals or instructions, training materials, flow charts, logic
diagrams, system manuals, programming manuals and modification manuals.

(h) “Lightspeed Lead” means a potential customer for Lightspeed Software.

(i) “Lightspeed Marks” means any and all trade-marks, service marks, trade names,
insignias, logos and other business and product identifiers that are owned, used or
exclusively licensed by Lightspeed, as may be updated or modified from time to time.

(j) “Lightspeed Products” means the Lightspeed Software, the Lightspeed Documentation
and the Lightspeed Services.

(k) “Lightspeed Support” means any services provided by Lightspeed including, without
limitation, maintenance and support, implementation or professional services.

(l) “Lightspeed Software” means Lightspeed’s proprietary software-as-a-service and related

add-ons, as further detailed in Schedule A, attached hereto, as may be updated or
modified from time to time.

(m) “Renewal Term” has the meaning set forth in Section 13.1

(n) “Restricted Industry” means any of the industries set forth in Schedule D, attached
hereto, as may be updated or modified from time to time.

(o) “Expert Services” means the installation, integration, training and technical support
services provided by Expert to End-Users, as determined by applicable program tier.

(p) “Term” means the Initial Term or any Renewal Term, if applicable.

(q) “Termination Event” has the meaning set forth in Section 13.3.

(r) “Territory” means: X

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1.2 Schedules. The following schedules are attached and incorporated into this Agreement by
reference and are understood as being an integral part of this Agreement:

Schedule Description
Schedule A Lightspeed Software Description
Schedule B Fees + Program Tiers
Schedule C Marketing Guidelines
Schedule D Restricted Industries

ARTICLE 2
LIGHTSPEED OBLIGATIONS

2.1 During the Term of this Agreement, Lightspeed shall, in addition to its obligations under Article 3
(Grant of License), Article 5 (Payment Terms), Section 10.1 (Limited Software Warranty), and
Subsection 13.5(d) (Obligations After Termination or Expiration):

(a) inform Expert of current or upcoming Lightspeed Product promotions and pricing
changes;

(b) provide training to a limited number or Expert’s employees or contractors in the operation
and application of the Lightspeed Software;

(c) provide in a professional manner and in accordance with the highest industry standards
support services to End-Users with respect to Lightspeed Software; and

(d) supply the marketing and other resources in accordance with the applicable program tier,
as more fully described in Schedule B.

ARTICLE 3
GRANT OF LICENSE

3.1 Subject to the terms and conditions set forth in this Agreement, Lightspeed hereby grants to
Expert a limited, revocable, non-exclusive, non-sublicenseable (except in the case of Section 3.1
(a) below), non-assignable, non-transferable right and license within the Territory, during the
Term of this Agreement to:

(a) market and promote the Lightspeed Products to prospective End-Users in the Territory;

(b) reproduce and distribute information sheets and marketing materials for the Lightspeed
Software, which Lightspeed in its sole discretion either supplies to Expert pursuant to this
Agreement or pre-approves in writing, to prospective End-Users in the Territory; and

(c) provide the Expert Services to End-Users in the Territory.

3.2 Lightspeed grants to Expert a limited, revocable, non-exclusive, non-sublicenseable, non-

assignable, non-transferable right and license within the Territory, during the Term of this
Agreement to use the Lightspeed Marks solely in connection with Expert’s promotion, marketing,
licensing and distribution of the Lightspeed Products, in accordance with this Agreement and
upon Lightspeed’s written policies in effect from time to time. Expert agrees and acknowledges

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 that (i) the Lightspeed Marks, whether or not registered, are the sole property of Lightspeed or its
licensors, (ii) Expert’s reproduction of the Lightspeed Marks inures to the benefit of Lightspeed,
and (iii) Expert acquires no legal rights in the Lightspeed Marks. Expert may use its own trade- marks
on advertising and packaging so long as such concurrent use clearly and conspicuously identifies
Lightspeed as the owner of the Lightspeed Products. Expert shall obtain the prior written
approval of Lightspeed before using the Lightspeed Marks. Expert will not at any time do or
knowingly permit to be done any act or thing which would in any way impair the rights of Lightspeed
in and to the Lightspeed Marks or which would affect the validity or depreciate the value of the
Lightspeed Marks or Lightspeed’s reputation. Expert agrees that it shall not adopt or use any word,
company name, mark or design that is similar or confusing with the Lightspeed Marks, without
the prior written consent of Lightspeed.

ARTICLE 4
EXPERT OBLIGATIONS

4.1 Positive Covenants. During the Term of this Agreement, Expert shall, in addition to its
obligations set forth in Section 4.3 (End-User Agreement), Article 5 (Payment Terms), Section
6.1 (Intellectual Property), Sections 7.1 and 7.2 (Confidential Information), Article 12
(Indemnification) and Subsections 13.5 (d), (e), (f) and (g) (Obligations After Termination or
Expiration):

(a) perform its obligations hereunder, including the Expert Services, (i) in good faith; (ii) by
fully qualified and trained professional resources of Expert having a skill level
appropriate for the tasks assigned to them; (iii) in a competent and skilful manner; and
(iv) in accordance with applicable industry standards and Lightspeed standards, as may be
updated or modified from time to time;

(b) attend training conferences, become fully functional and earn certifications with respect
to each product Expert promotes;

(c) train or have trained and maintain an appropriate number of its staff to proficiently
demonstrate, market, and promote the Lightspeed Software and Services in the Territory
through current industry practices such as demonstrations, direct mailings, trade shows,
advertisements, personal contacts and the like;

(d) use its best efforts to market and promote the Lightspeed Software and Services within
the Territory, including by regularly contacting and visiting potential customers and
existing End-Users;

(e) represent Lightspeed in a positive manner at all times, including, without limitation, when
dealing with potential customers, existing End-Users, and the general public;

(f) promptly follow-up with potential customers and End-Users and ensure responses to
queries are provided within twenty-four (24) hours of the request;

(g) adhere to the Marketing Guidelines set out in Schedule C;

(h) maintain an office within the Territory; and

(i) comply with all applicable export control laws in the use, distribution, sale or licensing of
Lightspeed Products or other commodities provided by Lightspeed.

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4.2 Negative Covenants: During the Term of this Agreement, Expert hereby agrees, in addition to its
obligations set forth in Section 4.3 (End-User Agreement), Sections 6.2, 6.3 and 6.4 (Intellectual
Property), Sections 7.1 and 7.2 (Confidential Information), Article 8 (Non-Solicitation), and
Subsections 13.5 (a) and (f) (Obligations After Termination or Expiration), not to:

(a) create or develop products that compete with the Lightspeed Software without having
obtained the prior written approval of Lightspeed;

(b) sell hardware that is listed as being incompatible with the Lightspeed Software on the
Lightspeed website;

(c) market, promote, license, offer or otherwise provide the Lightspeed Software or the
Expert Services to a customer who generates over thirty percent (30%) of its revenues
over the preceding twelve (12) month period from a Restricted Industry, as further
detailed in Schedule D;

(d) make any representation or warranty regarding the Lightspeed Software not specifically
set forth in the Lightspeed Documentation or the End-User Agreement, including without
limitation, representations and warranties as to quality, merchantability, fitness for a
particular use or purpose, or performance of the Lightspeed Software;

(e) assume or create any obligation or responsibility, express or implied, on behalf of or in

the name of Lightspeed, or act for or bind Lightspeed, in any respect except as expressly
permitted pursuant to this Agreement;

(f) communicate to any End-User or any other person any commission or other fees paid by
Lightspeed to Expert or by Expert to Lightspeed in connection with this Agreement;

(g) sell the Lightspeed Software to End-Users at a price below the suggested retail price
provided by Lightspeed, except for promotions and other discounts authorized by
Lightspeed in writing; and

(h) offer the Lightspeed Software to prospective customers or existing End-Users in any way
other than as specifically set forth in this Agreement.

4.3 End-User Agreement. Expert acknowledges that that each End-User must assent to the End-User
Agreement prior to using the Lightspeed Software. Expert shall explicitly put each End-User on
notice that use of the Lightspeed Software will be governed by the terms and conditions of the
End-User Agreement that is included both during trial-periods and at the time End-User
purchases the Lightspeed Software. Expert shall not, and shall not permit or enable any End-User
to, delete, alter or modify in any manner the End-User Agreement. The Parties agree that
Lightspeed may modify the terms of the End-User Agreement provided with the Lightspeed
Software at any time in Lightspeed’s sole discretion. Expert shall not propose terms to
prospective End-Users that are inconsistent with any of the terms or conditions of this Agreement
or the End-User Agreement, as revised by Lightspeed from time to time.

ARTICLE 5
PAYMENT TERMS

5.1 Lightspeed hereby agrees to pay to Expert the Fees set forth in Schedule B, to the extent such
amounts are due under the terms of this Agreement. Payment of such fees shall be conditional
upon Expert: (i) earning and maintaining the requisite product certification, as per Section 4.1(b);

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 and (ii) actively participating in the closing of End-User sales (namely, by placing at least one
new End-User every 2 months) and thereafter providing reasonable cooperation and assistance to
Lightspeed and End-Users.

5.2 Lightspeed reserves the right to change the Fees from time to time, in its sole discretion, effective
thirty (30) days after written notice of such fee change is given to Expert by Lightspeed, provided,
however, any written proposals submitted by Expert to End-Users prior to receipt of the fee
change notice will be honored under the former Fee schedule if accepted by End-User within
thirty (30) days of End User’s receipt of such proposal.

5.3 The Fees set forth in Schedule B do not include any applicable federal, state, provincial, or other
goods and services or sales taxes, or any other taxes or duties.

5.4 The Fees are payable in accordance with the payment terms set forth in Schedule B. Late
payments by Expert to Lightspeed bear interest at a rate of eighteen percent (18%) per annum or
the maximum rate permitted by law, whichever is less, calculated from the date on which such
amount becomes due until the date of payment.

ARTICLE 6
INTELLECTUAL PROPERTY

6.1 All right, title and interest in and to the Lightspeed Products, including all Intellectual Property
Rights therein, are exclusively owned by and shall remain exclusively owned by Lightspeed
and/or its licensors. Each license granted hereunder only grants Expert the right to use the
specified Lightspeed Products under the terms, conditions and restrictions specified in this
Agreement and the applicable schedules. Expert does not, and shall not, acquire any other right,
title or interest in any Lightspeed Products, any derivative works thereof, or other Intellectual
Property Rights therein, which shall at all times remain the exclusive property of Lightspeed
and/or its licensors. To the extent any right, title or interest in the Lightspeed Products or any
improvements or updates thereto vests in Expert or any of its employees, contractors or
consultants by operation of law, Expert hereby agrees to, and shall cause each such employee,
contractor or consultant to assign to Lightspeed all of its or their right, title and interest in and to
the Lightspeed Products or any improvements or updates thereto, including all Intellectual
Property Rights therein. Expert hereby agrees to, and shall cause each of its employees,
contractors or consultants to perform any acts that may be reasonably necessary to transfer
ownership of any right, title and interest in the Lightspeed Products or any improvements or
updates thereto to Lightspeed, including, but not limited to, the execution of further written
assignments, and shall use reasonable efforts to assist Lightspeed and its representatives in
securing intellectual property protection therefore in Canada and foreign countries, if applicable.

6.2 EXPERT agrees not to copy, modify, reverse engineer, disassemble or decompile the Lightspeed
Software, including any application programming interface relating to the Lightspeed Software
(whether or not supplied to Expert pursuant to this Agreement), or use the Lightspeed Software in
any manner not expressly authorized by this Agreement. Except as provided in Section 3.1, and
without limiting the generality of the foregoing, Expert also agrees that it shall not develop,
distribute, incorporate or enable, or permit or authorize any other person to develop, distribute,
incorporate or enable, any interfaces or other linking or connecting functionality between the
Lightspeed Software and any software of Expert or any other person.

6.3 Expert shall not remove, suppress or modify in any way any proprietary marking, including but
not limited to, any trade-mark or copyright notice, on or in the Lightspeed Products, or which is
visible during their operation or contained on any media supplied with the Lightspeed Products.
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 Expert shall incorporate such proprietary markings in any back-up or disaster recovery copies
made of the Lightspeed Products. Expert acknowledges that Lightspeed’s rights in and to the
Lightspeed Products are unique and that financial remedies will be insufficient to compensate
Lightspeed for any infringement of such rights. Lightspeed shall be entitled to seek injunctive and
other equitable relief to protect, maintain, defend, enforce and preserve such rights, in addition to
any other remedies that may be available.

6.4 Expert shall not incorporate, display, or otherwise brand, re-brand or co-brand the Lightspeed
Products with the trade-mark, service mark, trade name, logo, symbol, or mark of Expert or any
other person unless: (i) Expert has given prior written notice to Lightspeed in advance; and (ii)
Lightspeed has given Expert prior written approval.

ARTICLE 7
CONFIDENTIAL INFORMATION

7.1 Definition of “Confidential Information”. As used herein, the term “Confidential Information”
shall mean any and all information disclosed to, or otherwise acquired or observed by, a party (a
“Recipient”) including its directors, officers and employees and its other affiliates (collectively,
“Recipient's Representatives”), from the other party and its affiliates (the “Disclosing Party”),
relating to the business of the Disclosing Party, whether communicated in writing, orally,
electronically, photographically, or in recorded or any other form, including, but not limited to, all
sales and operating information, existing and potential business and marketing plans and
strategies, financial information, cost and pricing information, data media, know-how, designs,
drawings, specifications, source codes, technical information, concepts, reports, methods,
processes, techniques, operations, devices, and the like, whether or not the foregoing information
is patented, tested, reduced to practice, or subject to copyright. The term “Confidential
Information” does not include information which (i) becomes generally available to the public
other than as a result of disclosure by Recipient in breach of this Agreement; (ii) was available to
Recipient on a non-confidential basis as shown in written records prior to its disclosure to
Recipient by Disclosing Party; (iii) becomes available to Recipient on a non-confidential basis
from a source other than Disclosing Party; provided that such source is not bound by a
confidentiality agreement with Disclosing Party or is otherwise prohibited from transferring the
information to Recipient by a contractual, legal or fiduciary obligation; or (iv) is independently
developed by Recipient without any use of or benefit from the Confidential Information and such
independent development can be documented by Recipient with written records; or (v) is required
to be disclosed by law, in which case the Recipient shall provide the Disclosing Party with
prompt notice and reasonable opportunity to contest any such disclosure and in the event the
Recipient is legally compelled to disclose the Confidential Information, it shall exercise its
reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded to
any Confidential Information so furnished.

7.2 Confidentiality Obligation. The Recipient shall hold all Confidential Information in confidence
and with the same degree of care it uses to keep its own similar information confidential, but in
no event shall it use less than a reasonable degree of care; and shall not, without the prior written
consent of Disclosing Party, disclose such information to any person for any reason at any time.

7.3 Notification of Unauthorized Access. In the event that Expert learns that a person or entity has
gained unauthorized access to the Lightspeed’s Confidential Information, Expert shall
immediately notify Lightspeed in writing, providing the full particulars of such access or
disclosure.

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7.4 Injunctive Relief. In the event of actual or threatened breach of the provisions of this Article 7,
Lightspeed will be entitled to immediate and injunctive and other equitable relief, without the
necessity of showing actual monetary damages.

ARTICLE 8
NON-SOLICITATION

8.1 Employees. During the Term of this Agreement and for a period of one (1) year thereafter, Expert
agrees not to hire as an independent contractor or offer employment to any employee of
Lightspeed, without the prior written consent of Lightspeed.

8.2 Customers. For a period of three (3) years after the expiry of the Term or the early termination
date of this Agreement, as the case may be, Expert agrees not to, within the Territory, incite or
encourage any third party with respect to which Expert knows was during the Term or is as at the
termination or expiration of the Agreement a Lightspeed Lead or End User to terminate or reduce
their relationship with Lightspeed.

8.3 Injunctive Relief. In the event of actual or threatened breach of the provisions of Section 8.2,
Lightspeed will be entitled to immediate and injunctive and other equitable relief, without the
necessity of showing actual monetary damages.

ARTICLE 9
AUDIT

9.1 Lightspeed or Lightspeed’s authorized representative may, at all reasonable times during the
Term of the Agreement and for a period of one (1) year thereafter (but not more than once per
quarter) and upon reasonable notice, inspect and audit the books and records of Expert with
respect to the performance of Expert’s obligations under this Agreement for the sole purpose of
evaluating Expert’s compliance with this Agreement and any law, regulation or policy applicable
to Lightspeed or Expert. Expert shall reasonably cooperate with Lightspeed’s audit procedures.
Expert shall retain all applicable books and records for a period of three (3) years subsequent to
the expiration or termination of this Agreement or such longer period as required by regulation.

ARTICLE 10
LIMITED SOFTWARE WARRANTY

10.1 Limited Warranty. Lightspeed warrants to Expert that the Lightspeed Software licensed hereunder
shall function in accordance with Lightspeed’s specifications for a period of thirty (30) days. If
the Lightspeed Software fails to perform as warranted hereunder and Expert promptly reports
such failure to Lightspeed, Lightspeed will, at its expense and at its option, either use
commercially reasonable efforts to correct such defects and supply Expert with a corrected
version of such Lightspeed Software as soon as practicable after Expert has notified Lightspeed of
such defect(s) or reimburse Expert for the amounts paid by Expert hereunder for the Lightspeed
Software. The foregoing is Expert’s sole and exclusive remedy for breach of warranty by
Lightspeed in connection with the Lightspeed Software.

10.2 Limitation of Warranty. The limited warranties set forth in Section 10.1 shall not apply if the
Lightspeed Software delivered to Expert is not used in accordance with the Lightspeed
Documentation relating to the use of the Lightspeed Software provided by Lightspeed; (b) has
been modified without Lightspeed’s express prior authorization; (c) fails to function due to a
malfunction of Expert’s or End-User’s equipment; or (d) fails to function as a result of Expert’s or
End-User’s misuse of the Lightspeed Software.

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10.3 Disclaimer of Warranty. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN
SECTION 10.1, THE LIGHSPEED SOFTWARE IS PROVIDED ON AN "AS IS" BASIS.
LIGHTSPEED DOES NOT WARRANT THAT THE LIGHTSPEED SOFTWARE WILL MEET
EXPERT’S OR END-USER’S REQUIREMENTS, THAT THE OPERATION OF THE
LIGHTSPEED SOFTWARE WILL BE UNINTERRUPTED AND/OR ERROR-FREE, OR
THAT THE LIGHTSPEED SOFTWARE WILL OPERATE IN COMBINATION WITH
HARDWARE AND/OR SOFTWARE PRODUCTS NOT SUPPLIED BY LIGHTSPEED.
EXCEPT AS STATED HEREIN, LIGHTSPEED DISCLAIMS ALL OTHER WARRANTIES,
EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES,
REPRESENTATIONS OR CONDITIONS OF MERCHATABILITY, QUALITY OR FITNESS
FOR A PARTICULAR PURPOSE.

ARTICLE 11
LIMITATION OF LIABILITY

11.1 EXPERT AGREES THAT LIGHTSPEED SHALL NOT BE LIABLE TO EXPERT FOR ANY
ACTIONS, DAMAGES, CLAIMS, LIABILITIES, COSTS, EXPENSES, OR LOSSES IN ANY
WAY ARISING OUT OF OR RELATING TO THE SOFTWARE LICENSED HEREUNDER
FOR AN AGGREGATE AMOUNT IN EXCESS OF THE FEES PAID BY EXPERT TO
LIGHTSPEED IN THE APPLICABLE QUOTE. IN NO EVENT SHALL EITHER PARTY BE
LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, COSTS, EXPENSES, OR LOSSES
(INCLUDING WITHOUT LIMITATION, LOST PROFITS AND OPPORTUNITY COSTS)
EXCEPT IN THE CASE OF A BREACH BY EXPERT OF ARTICLE 6 (INTELLECTUAL
PROPERTY), ARTICLE 7 (CONFIDENTIALITY), ARTICLE 8 (NON-SOLICITATION), OR
IN THE CASE OF THE NEGLIGENCE OF EXPERT. THE PROVISIONS OF THIS
PARAGRAPH SHALL APPLY REGARDLESS OF THE FORM OF ACTION, DAMAGE,
CLAIM, LIABILITY, COST, EXPENSE, OR LOSS, WHETHER IN CONTRACT, STATUTE,
TORT OR EXTRA-CONRACTUAL LIABILITY OR OTHERWISE.

ARTICLE 12
INDEMNIFICATION

12.1 Indemnification. Expert shall indemnify and hold harmless, and at Lightspeed’s option defend,
Lightspeed and its affiliates, and their respective officers, directors, employees, agents,
contractors, successors and assigns from and against any and all claims, losses, damages,
judgments, costs and expenses, including attorneys’ fees (any of the above being a “Claim”),
incurred directly or indirectly by Lightspeed or its affiliates, or their respective officers, directors,
employees, agents, contractors, successors and assigns arising out of or relating to (a) Expert’s
violation of the terms of this Agreement; (b) Expert’s violation of any federal, or provincial or state
law, regulation, statute or ordinance; (c) any Claim by an End-User or other person related to the
Expert Services; (d) any Claim that the Expert Services infringe the Intellectual Property Rights of
any person; (e) Expert’s modification, alteration or change of the Lightspeed Products without
Lightspeed’s prior written consent; (f) any statements, representations or performance warranties
made by Expert that are not contained in the End-User Agreement or the Lightspeed
Documentation and are not otherwise pre-authorized in writing by Lightspeed.

12.2 If any third party claim, action or proceeding is threatened or commenced by any person against
Expert in connection with the performance of Expert’s obligations under this Agreement or the
Lightspeed Software this Agreement, Expert shall promptly provide notice of such to Lightspeed.
Lightspeed shall, in its discretion, be entitled to defend or take steps to settle any such claim,
action or proceeding, but shall have no obligation to do so. Expert will provide all reasonable
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 assistance, execute any document necessary, and provide any evidence and available information
to Lightspeed. If Lightspeed chooses not to defend such claim, action or proceeding, Expert may
do so at its expense and shall keep Lightspeed fully apprised of all major steps in the litigation.
Expert may not settle any such claim, action or proceeding without the prior written consent of
Lightspeed.

ARTICLE 13
TERM AND TERMINATION

13.1 The initial term of this Agreement shall commence on the Effective Date and shall continue in
full force and effect for twelve (12) months unless earlier terminated in accordance with this
Agreement (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall be
automatically renewed for successive twelve (12) month terms (each a “Renewal Term”) unless
Lightspeed provides a written notice to Expert at least thirty (30) days prior to the end of the
Initial Term or any Renewal Term, as the case may be, to terminate this Agreement effective at
the expiry of the Initial Term or the Renewal Term, as the case may be.

13.2 Termination for Convenience. Either Party may terminate this Agreement at any time with or
without cause on sixty (60) days’ written notice to the other Party.

13.3 Termination for Material Breach or Insolvency. Either Party may, by written notice to the other,
terminate this Agreement if any of the following events (each a “Termination Event”) occur: (a)
the other Party is in breach of any material term, condition or provision of this Agreement which
breach, if capable of being cured, is not cured within thirty (30) days after the aggrieved Party
gives the breaching Party written notice of such breach; or (b) the other Party (i) terminates or
suspends its business, (ii) becomes insolvent, makes an assignment for the benefit of creditors, or
becomes subject to direct control of a trustee, receiver or similar authority, or (iii) becomes
subject to any bankruptcy or insolvency proceeding under federal, provincial, state or other
applicable statutes. If any Termination Event occurs, termination will become effective on the
date set forth in the written notice of termination.

13.4 Termination without Notice. Without limiting the generality of Section 13.3(a), Lightspeed may
immediately terminate this Agreement without notice if Expert markets, promotes, licenses, offers
or otherwise provides the Lightspeed Software or the Expert Services to a customer who
generates over thirty percent (30%) of its revenues over the preceding twelve (12) month period
from a Restricted Industry, as further detailed in Section 4.2(c) and Schedule D.

13.5 Obligations after Expiration or Termination. Upon the expiration or termination of this
Agreement for any reason, the Parties agree as follows:

(a) all rights granted to Expert under this Agreement shall immediately cease and Expert
shall immediately cease all marketing and use of the Lightspeed Products and the
Lightspeed Marks;

(b) Article 6 (Intellectual Property), Article 7 (Confidentiality), Article 8 (Non-Solicitation),

Article 10 (Limited Software Warranty), Article 11 (Limitation of Liability), Article 12
(Indemnification), and Article 14 (General) shall continue in full force and effect;

(c) End-User Agreements validly entered into by End-Users in accordance with this
Agreement prior to the date of termination or expiration shall remain in full force and
effect in accordance with the terms of the applicable End-User Agreement;

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 (d) the Parties shall immediately pay any and all amounts due to one another under the
Agreement, including but not limited to, all outstanding invoices;

(e) within ten (10) days of such expiration or termination, Expert shall return to Lightspeed
all materials in Expert’s possession or control, including all Lightspeed Products, sales
and marketing materials and any copies thereof and shall certify to Lightspeed in writing
that it has complied with this Section (e);

(f) Expert shall provide a list of End-Users and Lightspeed Leads to which it has marketed,
promoted or licensed the Lightspeed Software as at the date of expiration or termination
and shall not interfere with Lightspeed’s future dealings with such customers or End-
Users; and

(g) Expert shall cooperate with Lightspeed in the orderly transition of any Expert Services
provided to End-Users in connection with the Lightspeed Software to Lightspeed or to its
designate, if and to the extent requested by Lightspeed.

ARTICLE 14
GENERAL

14.1 Relationship of the Parties. The relationship created by this Agreement is one of independent
contractors, and nothing in this Agreement shall constitute the Parties as joint venturers, partners,
employees, or agents of each other. Neither Party has authority to create any obligations for the
other.

14.2 Notices. Any notice required or permitted under the terms of this Agreement or required by law
must be in writing and must be (a) delivered in person, (b) sent by overnight courier, or (c)
scanned and sent by email to the appropriate address set forth below:

if to Lightspeed, to:

700 St-Antoine Street, Suite 300

Montreal, Quebec H2Y 1A6

Attention of: Legal Department

Email: legal@Lightspeedhq.com

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 if to Expert, to:

Attention of:
Email:

14.3 Waiver. Any waiver of the provisions of this Agreement or of a Party’s rights or remedies under
this Agreement must be in writing to be effective. Failure, neglect, or delay by a Party in
enforcing the provisions of this Agreement or its rights or remedies will not be construed and will
not be deemed to be a waiver of such Party’s rights under this Agreement and will not in any way
affect the validity of the whole or any part of this Agreement or prejudice such Party’s right to
take subsequent action.

14.4 Partial Invalidity. If any term, condition, or provision in this Agreement is found to be invalid,
unlawful or unenforceable to any extent, the Parties shall endeavour in good faith to agree to such
amendments that will preserve, to the extent possible, the intentions expressed in this Agreement.
If the Parties fail to agree on such an amendment, such invalid term, condition or provision will
be severed from the remaining terms, conditions and provisions, which will continue to be valid
and enforceable to the fullest extent permitted by law.

14.5 Entire Agreement. This Agreement (including any schedules and attachments hereto) along with
any applicable End-User Agreement, entered into between the Parties hereto on or about the date
hereof, contains the entire agreement of the Parties with respect to the subject matter hereof and
supersedes all previous communications, representations, understandings and agreements, either
oral or written, between the Parties with respect thereto.

14.6 Modification. This Agreement may be amended only by written agreement signed by both Parties
and made a part hereof.

14.7 Headings. The headings used in this Agreement are for convenience of reference only and are not
to be used for interpreting it.

14.8 Counterparts. This Agreement may be executed in counterparts, each of which so executed will
be deemed to be an original. Such counterparts together will constitute one agreement.

14.9 Choice of Law; Choice of Forum. This Agreement shall be interpreted, construed and in all
respects governed under the laws of the Province of Quebec, Canada, without regard to conflicts
of law principles. Any action, suit or proceeding related to any dispute, claim or controversy or
otherwise related to the rights and obligations of the Parties under this Agreement shall be
brought in the courts located in Montréal, Québec, Canada. The Parties hereto submit to the
exclusive jurisdiction of such courts. Notwithstanding the foregoing, Lightspeed may institute
proceedings before the courts of any jurisdiction which it may reasonably deem necessary for the
protection of its confidentiality and Intellectual Property Rights set forth in this Agreement.

14.10 Independent Advice. Each Party represents and warrants that it has read and fully understands the
terms and provisions of this Agreement, has had an opportunity to review this Agreement with
legal counsel, and has executed this Agreement based upon such Party's own judgment and advice
of independent legal counsel (if sought).

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14.11 Assignment. This Agreement, including any rights, licenses or obligations under this Agreement,
may not be assigned by Expert to any other person without the prior written consent of
Lightspeed. In the event of any assignment of this Agreement, this Agreement shall be binding
upon and inure to the benefit of each of the Parties and their respective legal successors and
permitted assigns.

14.12 Force Majeure. Except for the obligation to pay the Fees in accordance with Article 5, neither
Party shall be liable for delay in or failure to perform its obligations hereunder due to causes
beyond its reasonable control, including but not limited to acts of God or the public enemy, fires,
floods, strikes or other labour disputes, labour or material or transportation shortages, acts of
sovereign governments, terrorism, war or other similar occurrences, provided that the delayed
Party: (i) gives the other Party prompt notice of the occurrence of a delay or failure in
performance, and (ii) uses its reasonable commercial efforts to correct promptly and otherwise
reasonably mitigate such delay or failure in performance.

14.13 Language. The Parties have agreed that this Agreement and all related documents be drawn out in
the English language. Les parties ont requis que la présente entente ainsi que toute la
documentation y afférente soient rédigées en anglais.

IN WITNESS WHEREOF, the Parties have signed and delivered this Agreement as of the date first above
stated. This Agreement shall not be effective unless and until signed by Lightspeed.

EXPERT: _________________________________

Per:
Name:
Title:
Date:

LIGHTSPEED POS INC.

Per:
Name:
Title:
Date:

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 SCHEDULE A
SOFTWARE DESCRIPTION + PREVIOUS AGREEMENT

I. Lightspeed Software:

The following table sets forth the Lightspeed Software that may be marketed, promoted, and/or supported by
Expert under the terms of the Agreement. This table is not exhaustive, and Lightspeed reserves the right, upon
no less than 30 days’ advance written notice to Expert, to change, add, or remove products that are available
for licensing from time to time. For the most up-to-date list and subscription price of Lightspeed Software,
please consult www.lightspeedhq.com.

Lightspeed Software Description

Cloud-based point of sale and inventory management solution utilizing HTML5 and
Lightspeed Retail
mobile applications.

Lightspeed eCommerce is an easy to use eCommerce software and hosting solution. It

Lightspeed eCommerce integrates tightly with Lightspeed Retail with a single view of all sales, inventory and
customers, be they in-store or online.

Cloud-based point of sale utilizing HTML5 and mobile applications.

Lightspeed Restaurant

On premise point of sale and inventory management solution utilizing native apps across
Lightspeed Onsite
Apple products, including both Mac and iOS devices.

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 SCHEDULE B
FEES + PROGRAM TIERS

1. Fees.

The Fees payable to Expert as consideration for promoting Lightspeed Software and providing
Expert Services shall be determined based on either (i) the number of new End-Users placed by
Expert; or (ii) the minimum monthly recurring revenue (MRR) collected by Lightspeed from new
End-Users (each such requirement, the “Minimum Threshold”). Each year, on the last day of
March, Lightspeed shall tabulate the number of new End-Users placed and MRR generated in the
preceding 12 months (the “Calculation Year”) and assign a tier to Expert in accordance with the
below table, which tier shall apply during the upcoming Calculation Year, unless Experts earlier
satisfies the Minimum Threshold of a higher tier.

Upon satisfying the Minimum Threshold for a higher tier, all subsequent new End-Users shall
automatically be compensated at such higher-tier commission rate until the end of the then-
current Calculation Year. Conversely, where at the end of a Calculation Year it is determined that
Expert has failed to meet the applicable Minimum Threshold, Expert shall automatically be
relegated to the relevant lower tier, and all new End-Users shall be compensated in accordance
with such lower-tier commission rate until such time as Expert satisfies the Minimum
Requirement for a higher tier. In the case of an Expert that is in the Silver tier, failure to meet the
Minimum Requirement will result in Expert being downgraded to ‘Ambassador’ status, pursuant
to which Expert shall be paid a one-time commission rate of 10% of revenue collected only
during new End-User’s first year as a Lightspeed customer; no other compensation will be paid.

All Experts shall initially be placed in the Silver tier, unless otherwise eligible for a higher tier,
based on Expert’s previous annual performance (where applicable), as determined by Lightspeed
in its sole discretion.

PROGRAM TIERS – Commission Rate

SILVER GOLD PLATINUM DIAMOND

Minimum Threshold 6 stores* or 20 stores* or 40 stores* or 75+ stores* or

(Annual) $€£ 2,500 MRR $€£ 5,000 MRR $€£ 7,500 MRR $€£ 12,500 MRR

Commission Rates New End-Users: New End- New End-Users: New End-Users:
20%**
 Users:
 25%**
 30%** 35% **

Existing End-User: Existing End-User: Existing End-User: Existing End-User:

20%**
 20%**
 20%**
 20%**

*The term ‘stores’ refers to a location or Lightspeed product.
** % based on revenue collected by Lightspeed, net of refunds or chargebacks.

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 PROGRAM BENEFITS

SILVER GOLD PLATINUM DIAMOND

Comprehensive Training
Become a Lightspeed Expert by obtaining free access to
our Learning Management System and training specialists    

Assisted Selling
Grow a long-lasting relationship with a dedicated
Lightspeed sales representative who will help you sell and    
price our products every step of the way

Newsletters & Webinars

Stay informed with our partner exclusive newsletters and
   
webinars.

Customer Onboarding & Support

Lightspeed offers our partners’ customers a complimentary
   
onboarding session and access to our 24/7 support team

Promoted on Website
Receive valuable client’s attention by being featured on
   
Lightspeed’s Expert directory (Priority Listing)

Branding
Gain access to the well-known Lightspeed brand name and
   
logos

Lead Registration Form

Register prospective clients as your own    

Lightspeed Community Forum

Partners are identified as Experts in our Community forum    

Partner Contests
Experts are incentivized to reach goals set by Lightspeed   

Partner Portal
Access our private partner portal to explore all the
  
resources we offer

Dedicated Sales Engineer

Get help demonstrating the ins-and-outs of our products
 
with a dedicated SE

Instant Messaging
Chat instantly with your dedicated Lightspeed rep by
 
gaining access to our internal instant messaging system

*Silver Partners can opt into the Lightspeed communication package (Access to Partner Portal and Instant Messaging for USD $200)

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2. Subscription Renewals. Expert shall be paid for renewals in accordance with the above-stated
percentages, provided each applicable End-User continues to meet all of its obligations, including
payment obligations, under the terms and conditions of the applicable End-User Agreement and
any related documentation. As a condition to compensation with respect to End-Users
subscription renewals, Expert must no later than two (2) weeks prior to the subscription end date,
obtain End-User’s consent to renew, failing which Lightspeed shall have no payments obligation
to Expert with respect so such End-User. Expert may, at its option, request that Lightspeed
manage End-User renewals and upselling of Lightspeed Products, in which case Expert’s shall
only be eligible for compensation of 10% on revenue generated to Lightspeed in respect of any
such renewal/upselling.

3. Payment Terms. Lightspeed will pay Expert on a monthly basis, provided the total amount due by
Lightspeed to Expert exceeds $100. Any amounts less than $100 that are due by Lightspeed to
EXPERT in a given month will be carried forward and paid to Expert at such time as the total
amount due to Expert exceeds $100.

4. Currency. Fees shall be paid in the currency used by End-User for purchases of Lightspeed
Products.

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 SCHEDULE C
MARKETING GUIDELINES

Do:
• Create unique content on your website that highlights the main selling features of Lightspeed
products. This will result in a higher ranking on search engines such as Google.
• Share your content, such as blogs and webinars, on social media, in order to better engage with
customers and potential customers.
• Build backlinks by getting credible websites to link back to your site.
• Keep your website current and interesting for readers by updating periodically with new, relevant
content.
• To use of Lightspeed’s existing videos, images, and white papers on your website, please contact
your account manager.
• Only use Lightspeed trademarks, service marks, and logos (“LS Brands”) as an indication that
Lightspeed services are being offered to our end-users via reseller distribution channels.
• Use the correct, official, Lightspeed product names when referencing our ecommerce (Lightspeed
eCom), retail (Lightspeed Retail), and restaurant (Lightspeed Restaurant) products.
• Share Lightspeed content on your social media accounts (blog posts, white papers, webinars, etc).
• Retweet messages, interact and engage with Lightspeed on any or all social media channels, such
as a Facebook, Twitter or Instagram.

Don’t:

• Recreate or plagiarize any content from the Lightspeed website — content from Lightspeed
websites cannot be copied in any form or in any language.
• Create or design your website or any other website that you operate, in a manner which resembles
the Lightspeed website, or would appear that it is operated directly under the Lightspeed brand.
• Make any false, misleading or disparaging statements with respect to Lightspeed as an
organization or any Lightspeed products.
• Engage in any deceptive, misleading, illegal or unethical marketing activities.
• Use LS Brands or Lightspeed company or product names in such a way as to suggest that they
may also apply to any software, hardware, or service other than those provided by Lightspeed.
• Alter any existing LS Brand files, documents, samples or images in any way. This includes,
without limitation, changing the color of any of the logos or artwork, separating any words in the
LS Brands or changing words without Lightspeed’s consent.
• Combine any LS Brands with any other feature, including without limitation, other marks, words,
graphics, photos, slogans, numbers, design features or symbols.
• Create "Lightspeed" branded social media accounts (Facebook, Twitter, Google+, etc.), including
regional pages (i.e., Lightspeed Paris).

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 SCHEDULE D
RESTRICTED INDUSTRIES

The following are Restricted Industries:

1. Automotive Industry: Manufacturers and sellers of cars and trucks;

2. Powersports Industry: Manufacturers and sellers of motorcycles, all-terrain vehicles (ATVs),

snowmobiles and personal watercrafts;

3. Recreational Vehicle Industry: Manufacturers and sellers of recreational vehicles; and

4. Marine Industry: Manufacturers and sellers of watercrafts sold with an engine or motor, as well as
marinas.

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