Helcim Integrations Partner Program Agreement

Last Updated May 7, 2024

This Helcim Integrations Partner Program Agreement (the “Agreement”) is entered into by and between Helcim Inc. and its related corporate entities (“Helcim” or “we”) and “Partner” or “you” (defined in the table below). If you are accepting the terms of this Agreement on behalf of your organization or another entity, you represent and warrant that: (i) you have full legal authority to bind the organization or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. Individually, either Partner or Helcim may be referred to as a “Party” and, together, Helcim and Partner may be referred to as the “Parties”.

Other definitions of terms used in this Agreement are set forth in Appendix A at the end of this Agreement.


    1. Authorization to Develop and Provide Technical Integrations
      1. Limited Right to Integrate with Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, Helcim grants to Partner a limited, non-sublicensable, non-exclusive right to develop Technical Integrations that facilitates payment processing through Helcim's platform directly for Merchants, for the Merchant's own use (i) within the applicable scope of use of Helcim's Offerings and (ii) in compliance with a Merchant Agreement as further set forth in the Section labelled “Merchant Agreements and Warranties”. All Technical Integrations are subject to Partner's submission, Helcim's acceptance, and Partners continued compliance with the responsibilities and technical requirements described in this Agreement.

      2. No Indirect Sales. Partner's rights under this Agreement are non-transferable and non-sublicensable. The Partner may not resell Offerings to Merchants or third parties for further resale, redistribution, sharing or transfer. Nor may Partner resell any Offerings.

      3. Helcim-Provided Offerings. For clarity, Partner will not act as a sublicensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Merchant, Partner will be solely responsible for ongoing support and maintenance of its Technical Integration(s).

    2. License Restrictions. Partner will not, and will not permit any third party to: (a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement; (b) incorporate the Offerings into Partner's products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Partner from listing Offerings with Partner or third-party products on a quote or invoice provided to Merchants); (c) use the Offerings for Partner's own benefit, or on behalf of, or to provide any product or service to, third parties; (d) use the Offerings to develop a similar or competing product or service; (e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to Helcim); (f) modify or create derivative works of the Offerings; (g) copy any element of the Offerings; or (h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings.

    3. Identification as Partner. During the Term, subject to this Agreement and any quality standards and usage guidelines that Helcim specifically prescribes (including the trademark guidelines), Helcim grants Partner the right to use Helcim's Brand Elements solely in connection with identifying yourself as an Helcim “Partner”. Partner will not promote or market Helcim's Offerings without clearly identifying Helcim as the developer or provider of such Offerings. Partner will promptly cease any use of Helcim's Brand Elements upon request. At no time during or after the Term will Partner (a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or Helcim's domains, (b) challenge or assist others to challenge Helcim's trademark rights in the Brand Elements or the registration thereof, (c) attempt to register or acquire any trademarks confusingly similar to those in the Brand Elements, or (d) use the Brand Elements except as expressly permitted in this Agreement. Partner acknowledges that any unauthorized use of Helcim's Brand Elements will constitute a material breach of this Agreement. Except as authorized herein, neither Helcim nor Partner may make any public announcement or other public disclosure about this Agreement or Helcim and Partner's relationship under this Agreement without obtaining the prior written approval of the other.

    4. Non-Exclusive. The rights granted to Partner hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit Helcim from entering into any Partner, end-user license, services or other agreement with any party anywhere in the world either during or after the Term.


    1. Payment to Partner. Helcim shall pay Partner a profit share based on a percentage of its Net Revenue from the total processing volume of transactions processed by Merchants through the Technical Integration, as outlined in the Addendum to the Helcim Integrations Partner Program Agreement entered into separately by the parties (the “Addendum”).

    2. Split Profit Share. In the event of multiple Partners eligible for Profit Share on a single transaction, the Profit Share shall be allocated in accordance with the transaction's attribution data, as further described in the applicable Addendum.


    1. Partner Conduct. Partner will represent Helcim and the Offerings in a positive and professional manner at all times. Partner will not (a) disparage the Offerings, (b) represent itself as an agent or employee of Helcim, (c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or (d) make any representations, guarantees, warranties or commitments regarding the Offerings: (i) in addition to or inconsistent with those in the product descriptions provided by Helcim with respect to the Offerings or (ii) on Helcim's behalf. If Partner breaches this Section, without limiting its other remedies, Helcim may terminate this Agreement with 10 days' prior notice.

    2. Merchant Agreements and Warranties. Each Merchant's access to and use of the Offerings is subject to the applicable Merchant Agreement. Partner is responsible for ensuring that each Merchant agrees to be bound by such terms, at or before such Merchant's use of the Technical Integration. Partner agrees to immediately notify Helcim of any known or suspected breach of a Merchant Agreement or other unauthorized use of the Offerings and to assist Helcim in the enforcement of the terms of each Merchant Agreement. Helcim makes any warranties regarding the Offerings directly to the Merchant as set forth in the Merchant Agreement, and any refund provided as a remedy for such warranties will be provided in accordance with the Section labelled “Merchant Refunds and Service Credits”. For clarity, Partner has no authority to (and may not) alter, remove or negotiate the terms of the Merchant Agreement.

    3. Third Party Applications and Services. Notwithstanding anything to the contrary, Helcim has no responsibility or liability for third party application, and their use is subject to the vendor's terms, not the Merchant Agreement. If Partner provides third party applications that interact with Helcim Offerings, Partner must obtain the Merchant's acceptance of the applicable vendor's terms for any applicable third party application.

    4. Partner Training and Support Services.

      1. Documentation: Helcim will supply documentation and materials, including access to documentation and other resources (the “Partner Toolset”). The Partner Toolset is subject to change or discontinuation at Helcim's discretion without notice.
      2. Training and Merchant Onboarding: Partner will be responsible to effectively train their Merchants on the use of the Technical Integration(s). Helcim will not be responsible to directly train or support end users.
      3. Compliance: The Partner agrees to comply with all applicable terms and policies during the training and support processes, including but not limited to Helcim's Acceptable Use Policy.

    1. Access Through Merchant Accounts. If Partner receives access to Offerings directly from a Merchant (e.g., in Partner's capacity as a contractor of Merchant), then Partner's access or use of any Offering on behalf of a Merchant will remain subject to the applicable Merchant Agreement between Helcim and such Merchant, with Partner as a “Secondary User” (or other applicable end user) of such Merchant under the Merchant Agreement.

    2. No Other Access; Separate Agreements. Except as expressly provided in this Section, Partner receives no other access to the Offerings in connection with this Agreement. If Partner subscribes to any Offerings for its own use, its use of such Offerings will be governed by the Merchant Agreement between Partner and Helcim and not this Agreement.


    1. Reservation of Rights and Ownership. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Offerings are offered by Helcim on a license or subscription basis only. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. Helcim and its suppliers have and will retain all rights, title and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to its Brand Elements (including all goodwill arising from their use), the Offerings, Helcim APIs, any underlying software and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in the Section labelled “Feedback”), and Partner does not acquire any rights of ownership in any of the foregoing.

    2. Feedback. If Partner provides Helcim with feedback about the Offerings (“Feedback”), Helcim may use the feedback without restriction. For clarity, this use right applies to any Feedback Partner submits to Helcim that was originally provided to Partner by a Merchant. All Feedback is provided “AS IS”.

    3. Intellectual Property Rights in Technical Integrations. Notwithstanding any other provision of this Agreement, Partner shall retain all rights, title, and interest in and to any intellectual property, including but not limited to software, algorithms, user interfaces, and documentation, that Partner independently develops as part of or in connection with the Technical Integration(s) provided to Merchants under this Agreement. Such intellectual property rights include any new developments, innovations, or enhancements made by Partner that are not derived from Helcim's proprietary information or intellectual property. Helcim acknowledges that it does not acquire any ownership rights in such newly developed intellectual property by Partner, and any use of Partner's intellectual property by Helcim shall be subject to a separate agreement between Helcim and Partner granting such rights.


    1. Partner shall maintain a high level of service quality and adhere to Helcim's technical, operational, and ethical standards. Responsibilities include, but are not limited to, the following:

      1. Compliance with Specifications: Partner must comply in all respects with the specifications and remain operative in accordance with Helcim's standard documentation throughout the duration of this Agreement. This includes adherence to affiliate tokenization standards and requirements. Additionally, the Partner is responsible for ensuring that the affiliate token setup is correctly implemented for accurate Profit Share attribution. It is crucial that the Partner conducts thorough testing of the affiliate token setup prior to going live to ensure its correct functionality. Helcim will not perform any manual reconciliations retroactively for Profit Share attribution errors that result from incorrect affiliate token setup by the Partner. Therefore, the onus is on the Partner to ensure the setup is accurate from the outset to avoid any discrepancies in profit share attribution.
      2. Technical Integration Reliability and Security: Partner is responsible for ensuring the reliability and security of the Technical Integration. Adequate integration methods that demonstrate compliance with this requirement include, but are not limited to:
        • Utilizing HelcimPay.js for sensitive data capture and card/bank tokenization.
        • Employing card/bank tokens for ongoing transactions through direct API.
        • Adhering to the Payment Card Industry Data Security Standard (PCI-DSS) compliance.
      3. Legal Compliance: Partner must comply with all applicable laws and regulations, including those related to data privacy and protection.
      4. Support: Partner is required to provide prompt support for any issues related to its integration.

      Failure to meet these standards may result in missed Profit Share payouts, reviews, and potential termination of the partnership.

    2. Additional Responsibilities and Technical Requirements. The responsibilities outlined above represent key obligations of the Partner; however, the full list of responsibilities and technical requirements, which may be modified from time to time, is provided in the Partner Toolset. Partner is encouraged to consult these resources regularly to ensure ongoing compliance and to stay informed of any updates or changes to Helcim's standards and requirements.

    3. Data Tagging and Attribution Process. Each transaction processed through a Partner's integration will be tagged with unique identifiers to facilitate accurate Programmatic Attribution. This tagging mechanism ensures transparent and precise calculation of Profit Share entitlements. Helcim shall provide the Partner with monthly reports in accordance with its standard processes detailing the transactions attributed to their integrations.


    1. Warranties. Partner represents and warrants that (a) it has the legal power and authority to enter into and perform its obligations under this Agreement, (b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and (c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws.


    3. Relationship between Partner and Merchant. The services provided by a Partner to a Merchant are the responsibility of the Partner and not of Helcim. It is the Partner's responsibility to ensure that there is an Agreement in place between the Partner and Merchant for the services to be provided by the Partner to the Merchant, and that such agreement includes appropriate remedies in the event of non-payment by Merchant for services rendered by the Partner. In the event of a dispute between the Partner and the Merchant, Helcim is not obligated to intervene in any such dispute. Under no circumstances will Helcim be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever, that result from or relate to the Partner's relationship with any Merchant. These limitations will apply even if Helcim has been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law. Notwithstanding the status of the arrangement between the Merchant and the Partner, or the Partner Integration, Merchants retain the right to continue their relationship with Helcim, including the use of Helcim's services and platforms, independent of their relationship with the Partner.

    4. Collusion Prohibition. The Partner and any Merchant are strictly prohibited from engaging in collusion with the intent to manipulate or exploit the program, or to unjustly secure payments from Helcim. Should Helcim, at its sole discretion, determine that collusion has occurred between the Partner and a Merchant, Helcim's obligation to disburse any Profit Share to the Partner under this Agreement will be immediately voided. Furthermore, any payments previously made to the Partner by Helcim in relation to this Agreement shall be promptly returned to Helcim, and such amounts shall be considered a valid debt owed by the Partner to Helcim until fully reimbursed. This debt obligation shall be enforceable immediately upon Helcim's issuance of notice to the Partner. The provisions of this section are designed to endure beyond the termination of this Agreement.

    5. Self-Dealing Prohibition. To maintain the integrity of the Helcim Integrated Partner Program and ensure the equitable distribution of Profit Shares, Partners are expressly prohibited from registering as Merchants to receive Profit Share on their own transactions under this Agreement. Specifically, any Merchant doing business as (DBA) that matches or is substantially similar to the Partner's DBA will not be eligible for Profit Share under this Agreement. This measure is designed to prevent any form of self-dealing or manipulation of the Profit Share mechanism by Partners seeking to unjustly benefit from their own transactions processed through Helcim's systems.

    6. FTC Guidelines Compliance. In accordance with the Federal Trade Commission (FTC) guidelines in the United States concerning endorsements and testimonials, it's important to note that as a participant in the Helcim Integrated Partner Program, the Partner receives compensation for facilitating transactions via Helcim Services. This arrangement may constitute a “material connection” as defined by the FTC, necessitating clear disclosure to consumers.

      To ensure full compliance with these guidelines, the Partner is required to: (a) clearly and conspicuously disclose their compensated relationship for facilitating such transactions, and (b) refrain from engaging in any misleading or deceptive advertising practices. Partners are encouraged to review the FTC's statement on these guidelines for further information.

      Additionally, Partners should be aware that other jurisdictions may impose their own rules or guidelines governing endorsements, referrals, or testimonials. By participating in the program and receiving compensation from Helcim, the Partner agrees to comply with any such applicable rules or guidelines within their jurisdiction(s).


    Partner agrees to indemnify, defend, and hold harmless Helcim, and the directors, officers, employees, contractors, and agents thereof (collectively, the "Indemnified Parties"), from and against any direct claims, demands, causes of action, debts, or liabilities, including reasonable lawyer's fees (collectively, "Claims"), directly resulting from: (a) Partner's intentional breach of any representation, warranty, obligation, or covenant under this Agreement; (b) Partner's gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity, or guarantee expressly made by Partner to any Merchant or any other third party regarding the Offerings, to the extent not contradicted by this Agreement; (d) Partner's use of the Offerings or Helcim property in a manner not authorized by this Agreement; (e) Partner's breach of any term of this Agreement or the Terms of Service, directly resulting in damage to Helcim or a third party; (f) any third-party claim that Partner's products, services, or any part of the Technical Integration directly infringes or misappropriates the intellectual property rights or other proprietary rights of such third party, except to the extent such claim arises from Helcim's specifications or requirements; (g) direct damages resulting from the defective performance, non-performance, or improper performance of Partner's products or services, provided such defects, malfunctions, or failures were within Partner's reasonable control and not a result of Helcim's actions or omissions; and (h) disputes directly arising from the Partner's dealings, agreements, or interactions with any Merchant, to the extent such disputes are attributable to Partner's actions or omissions.


    For the purpose of this section, the term "Confidential Information" includes, but is not limited to, all reports and records accessible through the various forms of Helcim's partner program(s), all business and financial information, the content of this Agreement, marketing and strategic plans, equipment details, software programs, manuals, maps, customer, merchant, and client lists, employee information, supplier information, analyses, reports, technologies, processes and operations, compilations, forecasts, studies, lists, summaries, notes, designs, formulae, innovations, techniques, data, patents and trade secrets of Helcim, as well as the present and contemplated products, techniques and other services evolved or to be used by Helcim.

    Partner shall keep all Confidential Information strictly confidential and shall take all necessary precautions against unauthorized disclosure of Confidential Information. Partner shall not use or reproduce any Confidential Information in any manner. Partner hereby agrees and acknowledges that the disclosure of any Confidential Information to competitors of Helcim or to the general public would cause irreparable harm to Helcim. Accordingly, Partner covenants and agrees with Helcim that, save with the written consent of Helcim, Partner will not, directly or indirectly, disclose, allow access to, transmit or transfer any Confidential Information to any person outside of Helcim, nor shall Partner use the same for any purpose.

    In the event Partner is requested or required pursuant to any Court order, or other demand, to disclose any Confidential Information to a third party, Partner agrees that they will provide Helcim with prompt notice of such request or requirement so that Helcim, at its option, may seek an appropriate protective order or other remedy to ensure that the Confidential Information will be protected. This section shall survive termination of this Agreement.


    1. Term: This Agreement commences on the Effective Date and continues until terminated as provided herein (the "Term").

    2. Termination: Either Party may cancel this Agreement at any time and for any reason by providing 10 days written notice to the other Party, in which case all rights and obligations of both parties, including all licenses granted hereunder, shall immediately terminate, except that all payment obligations accrued prior to termination or expiration, including Helcim's payment obligations, shall survive.

    3. Supplemental Terms for Buyout: Helcim can in its sole discretion, at any time, and for any reason, buyout the Partner and terminate any outstanding and future obligation to make any payments under this Agreement (“Buyout”). Where Helcim exercises its right of Buyout, Helcim will notify the Partner in writing and will pay the equivalent of 24 months of the Profit Share for transactions processed by Merchants through the Technical Integration , based on the average monthly Profit Share during the immediately preceding 12 months (the "Buyout Payment"). If the Buyout Payment is paid, Partner agrees that it satisfies all obligations by Helcim and waives any and all future claims with respect to this Agreement. Nothing in the above means that a full or partial termination of the Agreement for convenience, for or cause or breach will constitute a Buyout.

    4. Consequences of Termination. Upon termination of this Agreement: (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Confidential Information); (b) Partner shall immediately cease displaying any Helcim property or any Helcim Brand Elements on any website or in any other manner; (c) all rights granted to Partner under this Agreement shall immediately cease, including but not limited to the right of Partner to access any Partner account and dashboard, Helcim API, token(s) or to receive any payments of Fees except as otherwise stated in this Agreement.





    This Agreement and any action related thereto shall be governed by the laws of the Province of Alberta, and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. To the extent permitted by applicable law, any dispute or claim arising out of or relating to this Agreement will be referred to and finally resolved by arbitration pursuant to the Arbitration Act (Alberta) or the International Commercial Arbitration Act (Alberta), as applicable. The case will be adjudicated by a single arbitrator. The place of arbitration will be Calgary, Alberta, Canada. The language of the arbitration will be English. The number of arbitrators shall be one.


    1. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license, pandemic or natural disaster.

    2. Assignment. All the terms and provisions of this Agreement shall be binding upon and enure to the benefit of the parties to this Agreement and their respective heirs, successors, permitted assigns and legal representatives. Helcim shall be permitted to assign this Agreement without notice or consent from Partner. Partner has no right to assign or otherwise transfer this Agreement, or any rights or obligations hereunder, to any third party without Helcim's prior written consent, to be provided or withheld in Helcim's sole discretion.

    3. Entire Agreement. This Agreement and the documents it links to and references are the entire agreement governing the relationship between Helcim and Partner under the Integrated Partner Program, and it replaces any previous agreements.

    4. Waivers; Severability. Waiver by Helcim of a breach of any provision of this Agreement by Partner shall not operate or be construed as a continuing waiver. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement, in which event this Agreement shall be construed as if such provision had never been contained herein and the remainder of this Agreement shall nevertheless remain in full force and effect.

    5. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to create any other form of legal association that would give either Party the express or implied right, power or authority to create any duty or obligation of the other Party.

    6. Survival. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

    Appendix A


    When used in this Agreement, the following terms have the following meanings unless the context otherwise requires:

    Applicable Data Protection Law” means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party's performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act, as may be amended from time to time (“CCPA”) and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.

    Brand Elements” means the trademarks, service marks, names, logos, marketing collateral or similar materials provided by Helcim for use under this Agreement.

    Helcim API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (SDKs), developer tools, technical documentation, updates and other related materials, whether tangible or intangible, in whatever form or medium that are made available by Helcim.

    Merchant” means the authorized actual end-user of the Helcim Offerings or the party on whose behalf such user accesses and interacts with the Helcim Offerings.

    Merchant Agreement” means the Helcim Terms of Service that apply to Merchants' use of the Helcim Offerings, as modified from time to time, which set forth the terms and conditions of a Merchant's permitted use of the Offerings.

    Net Revenue” means the fees that are actually paid to Helcim by a Merchant for processing transactions through the Offering(s). Net Revenue shall: (i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by Helcim, and (ii) shall exclude any fees for other products or services that Helcim provides to the Merchant.

    Offerings” means Helcim's products and services, including those as described on Helcim's product page, and any generally-available bug fixes, updates and upgrades it provides to Merchants. Offerings also include any related documentation or media provided by Helcim.

    "Personal Data" means, as applicable, “personal data” as defined under GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.

    "Programmatic Attribution" means the automated process of attributing transactions to the respective Partner based on their integration and the corresponding affiliate token provided by Helcim.

    "Profit Share" refers to the percentage of Net Revenue from transactions processed through the Partner's integration, as specified in the Addendum applicable to the Partner. This revenue sharing model allows the Partner to earn a portion of the revenue generated from transactions under this Agreement.

    Related Corporate Entities” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity's voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

    "Split Profit Share" denotes the division of Profit Share earnings between multiple partners involved in a single transaction.

    "Technical Integration" refers to the software or system integration developed by the Partner to promote and facilitate transaction processing through Helcim's payment platform.

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