1.

RESELLER INFORMATION
Full name and surname:
Document (type and No.): Country of issuance:
Date of birth: Nationality Place of Birth:
Domicile: City/ Country:
Mobile Phone: E-mail:
Profession/trade/activity: State if it is comprised in (P.E.P.) *
Address:
2. DOCUMENTS REQUIRED
a) Certified or colour copy of Passport or Identity Card.
Valid and unexpired passport or other government-issued identity card; copy documents should be clearly legible, translated and
certified into English by an independent person of proven competence with date and signature.
b) Bank Statement with proof of address (not older than 3 months)
3. STATEMENT OF THE ORIGIN OF THE FUNDS
I, Reseller, hereby declare under oath that funds to operate under this Agreement are legal as per international AML/CFT standards
and regulations such as FATF recommendations and Standards. I declare that funds/values are not originated from, nor directly or
indirectly related to: drug trafficking; public corruption offence; terrorism and its financing; smuggling; traffic of Illegal arms, explosives,
ammunitions or material intended for its production; traffic of organs, tissues, medicine, nuclear substance, works of art, animals and
toxic materials; illicit traffic and human trafficking; kidnapping, extortion, procuring; swindle; intellectual property or trademark crimes;
misappropriation; currency counterfeiting or alteration; conduct related to the child sale, prostitution, utilization of pornography; or
human trafficking, sexual exploitation; fraudulent bankruptcy or insolvency; corporate fraudulent insolvency; illegal gambling;
genocide, war or lese-humanity crimes. I hereby declare under oath, that the information provided is true and correct, being in force
and valid, until it is not otherwise revoked or modified by a written instrument.
4. TERMS OF RESELLER AGREEMENT
THIS AGREEMENT is made on ______ , between CITE DISTRIBUTION LLP a company registered under the laws of United
Kingdom (the “Seller”); and ___ ______________________________, with its registered office at
___________________________________ __________(the “Reseller”). Seller and Reseller are together referred to as the
“Parties” and individually referred to as the “Party”.
WHEREAS: A) Seller is an issuer an operator of an internet prepaid voucher system which enables customers (“Customer” person
who wished to purchase Prepaid Vouchers) and further use those Vouchers to purchase goods and services on affiliated online
shops (the “Prepaid Voucher System” “Prepaid Voucher”); B) Reseller wishes to become an authorised reseller of Prepaid Vouchers
and operate the Prepaid Voucher System in order to issue and sell them to Subresellers (Subreseller of Prepaid Vouchers who will
enter into an agreement with Reseller to sell Vouchers to Customers) and/or Customers in ______ Brazil (“Territory”). Parties
agree all notices and communications under this agreement shall be in English and to the Reseller’s email on “Reseller information”
box above. NOW IT IS HEREBY AGREED as follows:
1. Term and Appointment of Reseller. The Seller appoints Reseller as its non-exclusive Reseller to commercialize and issue
Prepaid Vouchers in the Territory, for a 12-month period with automatic renewal; this will not be understood as conveying intellectual
property rights. Reseller shall be responsible for the payment of any and all taxes for purchasing and selling Prepaid Vouchers.
2. Duties of Reseller. Reseller agrees to: (a)buy from Seller the Prepaid Vouchers; (b)make the relevant Payments to Seller
according to the purchase order which shall be from a bank account in name of Reseller which shall be used exclusively for payments
between Reseller and Seller, different from that used for Reseller’s clients;(c) notify the Seller through which channels will distribute
and commercialize the Prepaid Vouchers including Subresellers; (d) use reasonable efforts to sign up Subresellers for the Prepaid
Voucher system;(e) create an account in Seller’s Reseller Panel,(f) immediately assist and notify Seller of any Customer’s complaint.
2.1 Reseller shall at all times and shall ensure that Subresellers at all times: (a) hold all necessary permits and licenses (whether of
a statutory, regulatory, contractual or other kind) necessary to sell Prepaid Vouchers and issue Prepaid Vouchers in the Territory;
and (b) conduct its business in the Territory in which it operates in accordance with Applicable Legislation not being in breach of any
Applicable Legislation whilst reselling Prepaid Vouchers (including without limitation any applicable consumer legislation).
2.2 Any agreements between Reseller and Subresellers or Customers and between Subresellers and Customers will not involve
Seller; Seller will have no rights or obligations under any such agreements nor shall Subresellers or Customers against Seller.
2.3 Reseller will fully and timely cooperate with Seller and ensure Subresellers cooperates with any issues of Prepaid Vouchers.
2.4 Reseller and its Subresellers shall take all reasonable steps to assist Subresellers/Customers to promote the availability of
Prepaid Vouchers to new and existing Customers.
2.5 Reseller is bound to the strictest Standards of Confidentiality with regards to this Agreement and Customer’s Information.
2.6 While performing this Agreement, Reseller and Subresellers are independent contractors and not employees or agents of Seller.
2.7 Reseller shall and shall ensure that Subresellers: (a) use and display Prepaid Vouchers brands, logos and names within branding
guidelines specified by Seller; and (b) ensure that all Customers and Subresellers read and accept the Prepaid Voucher’s T&C, (c)
take all reasonable steps to ensure Prepaid Voucher System is protected from cyber-attacks and shall bare all associated costs.
2.8 If Reseller or Subreseller become aware of any infringement of the Seller’s trade marks by any party trading with trademarks
similar or identical to Seller’s trademarks, Reseller shall immediately notify Seller in writing and shall ensure Subreseller does too.
Reseller shall take no other action against the infringer except assisting Seller in any action that Seller may take at Seller’s expenses.
2.9 Reseller shall not and shall ensure Subresellers don’t: (a) seek to copy, data-mine, cache, reverse engineer, decompile,
disassemble or extract data from Prepaid Voucher System except as otherwise agreed in this Agreement; (b) use, licence or register
any domain name or other intellectual property, means of identification on the Internet or public registry of any of the Seller’s
trademarks nor apply for registration of any trade or service mark in respect of any of Seller’s trademarks or any part of them or
translations, transliterations, and/or colourable imitations of the same; (c) obtain or claim any ownership in any software (or in any
derivation or improvement) connected to Prepaid Voucher System or intellectual property such as brand names, logos, etc; (d) sub-
license the use of Prepaid Voucher System to any person, (e) create, write or develop any derivative software or any other software
based on Prepaid Voucher System utilizing the proprietary and Confidential Information of Seller or a licensor of Seller.
3. Customer Registration and Money laundering prevention.
 3.1 The Parties acknowledge that the use of online Prepaid Vouchers involves a risk of money laundering and that thus it is imperative
that high measures and policies for preventing AML/CFT are taken by Reseller and Subresellers, therefore they shall have in place
throughout the Term of this Agreement adequate KYC/AML and CFT policies and procedures including without limitation the FATF
recommendations and standards and the following: (a) registration of each Customer with the Reseller and Subreseller, providing
Customer’s: Name and Last Name; Date of Birth; Identity document (RUT, DNI, CI, etc.) and personal tax identification register; full
residence address, and mobile number; (b) verification of the customer identity by the Reseller or the Subreseller; (c) checking of the
Customer identity against international lists, including, inter alia, and automatic block of the Customer account if there is match against
one of the following: Individuals or legal entities that have been identified as terrorists or that belong to terrorist organizations, list of
individuals or entities prepared by the UNO, included in the OFAC, UK, EU, or any other international lists; (d) Ability to classify the
Customer into Lower or Higher Risk categories, as described below: Lower Risk: 1) Salary and wage earners who are purchasing
within their means; 2) Customers located in the country in which their accounts are registered and are only ever temporarily located
in another low-risk jurisdiction. Higher Risk: 1) Customers where a regular source of income has not been identified; 2) Customers
where the source of wealth which supports the level of purchasing activity, cannot be established; 3) Self-employed customers; 4)
Politically Exposed Persons (“PEPs”); 5) Customers with links to countries where sanctions are in place and are issued by applicable
regulatory bodies. For Higher Risk Customers, the Reseller or the Subreseller must perform enhanced due diligence (EDD) and
request an approval from the Seller’s Compliance / Money Laundering Reporting Officer before providing any services to such
Customers; (e) Where required by Seller, subject to the Data Protection provisions, the Reseller or the Subreseller shall provide
Seller with Customer details in order to allow the Company to be able to verify the KYC or perform DD or EDD.
3.2 Where applicable, Reseller shall implement all special AML CFT that Seller deems necessary.
3.3 Reseller shall ensure that Subresellers do not accept payment from Customers if there are reasons to believe, in accordance
with good industry practice, that the use of Prepaid Vouchers would be fraudulent. Reseller shall provide Seller with immediate notice
that a request for Prepaid Vouchers has been declined with details of the Customer and reasons why the request has been declined.
3.4 Comply with Prepaid Vouchers general Terms and Conditions, which requires Resellers, Subresellers and Customers not to
send or receive payments in consideration for the sale of: tobacco products; prescription drugs, drugs and any drug paraphernalia;
firearms or any ammunition for firearms; weapons or knives; satellite/cable TV descramblers; pornography; government IDs and
licenses including replicas and novelty items; unlicensed lotteries or gambling services; multi-level marketing, pyramid selling or ponzi
schemes, matrix programmes and any other '"get rich quick" schemes or high yield investment programmers; or goods or services
which infringe the intellectual property rights of a third party.
4. Payments terms.
Reseller shall buy Credits by making payments to Seller’s bank account. After receipt of funds, Seller shall make a Credit Transfer
of the Credits bought by Reseller and the Commission (where applicable) to the Reseller Account. Reseller shall send the information
and details of the transaction made to Seller’s Wallet. Reseller shall verify the correctness and completeness of the Credits transferred
by the Seller; any objection may only be made within 6 (six) weeks after receipt of the Credits in Reseller Account. Reseller authorises
the Seller to deduct any amounts due to Seller from the Credits (or from payments made to purchase Credits) due by Reseller.
5. Termination and Governing Law and Jurisdiction
Seller may terminate this agreement immediately without need for cause nor prior notice. Either party may terminate this agreement:
(i)at any time without cause upon 60 (sixty) calendar days prior written notice; and (ii) immediately should the other Party remain in
breach of a material provision of this Agreement for more than ten (10) Business Days following notice thereof unless during the
notice period the breach is cured to the Parties' reasonable mutual satisfaction. Upon termination of this Agreement Reseller shall
have 10 (ten) days thereafter to issue Prepaid Voucher by using the Credits and the Credits not used by the end of that period will
not be refunded to Reseller. This agreement shall be governed in accordance to English law, including GDPR standards, the courts
of England shall be applicable to any dispute arising directly or indirectly from the Agreement.
6. Exclusion and Limitation of Liability, Independence of the Parties and Waiver of Rights/Remedies
Nothing in this Agreement shall exclude or restrict Seller’s liability for death, personal injury, fraudulent misrepresentation or fraud or
any other liability that cannot be excluded or limited by law. Seller shall not be liable for loss of income; loss of business profits or
contracts; business interruption; loss of the use of money or anticipated savings; loss of information; loss of opportunity, goodwill or
reputation; loss of, damage to or corruption of data; any loss or damage that it not foreseeable by Seller; any lost or stolen issued
Prepaid Voucher; cost of procurement of substitute goods or services; or any indirect, special or consequential loss or damage of
any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise or, whether any such
losses could be reasonably foreseen by Seller or not or even if Seller has been advised of the possibility of such damages. Seller
shall not be liable for any failure to meet its obligations under the Agreement to the extent that such failure arises from Resellers
direct or indirect breach to this Agreement. Each of the Parties are independent contractors. Nothing in this Agreement shall render
a Party a partner, joint venture or an agent of the other. Parties agree that waiver by either party of any provision of this Agreement
or failure to exercise any right or remedy shall not operate or be construed as a waiver of said right.
7. Indemnities, Severability and Independence of the Parties
Reseller shall indemnify in full and hold Seller, its affiliates, subsidiaries, officers, agents, partners, employees and licensors harmless
from and against any and all claims, actions and proceedings brought by any third party (including by the Customers and Subresellers)
and against all liabilities, losses, costs, damages (including legal costs as part of a pre-litigation and settlement process or otherwise),
and expenses incurred by Seller, arising out of or related to any cause directly or indirectly related to this Agreement or the Prepaid
Vouchers bought and/or resold by Reseller/Subresellers to Customers. If any provision of this agreement is invalid, illegal or
unforeseeable, the remaining clauses shall in no way be affected or impaired. Seller, its members, associates, employees, and
related companies benefit of the limits and exclusions of liability set in this agreement including (Rights of Third Parties) Act 1999.
8. Duty of Collaboration: In the event that the Reseller detects a security breach to the Prepaid Card System, it shall
immediately notify the seller and shall not take advantage in any way of a security breach or bug in the system.
9. Assignment: The Seller may unilaterally assign this agreement to any third party without prior notice to the reseller.
10. Commission.
The Commission shall be paid by means of the provision of additional Credits to the Reseller Account as follows:
(a) a percentage of ___ 1.5 % of the Credits bought by Reseller. 9

(b) Reseller may only add an over-cost on the real value of the Prepaid Voucher of ____% (including those sold by Subresellers)
AS WITNESS the hands of the duly authorised representatives of the Parties hereto on the date first above written.

____________________________ ______________________________
On Behalf of Seller signature On Behalf of Reseller: signature

Print Name: ______________ Print Name: _________________________