NON‑EXCLUSIVE CHANNEL PARTNER AGREEMENT

1. Definitions

Affiliate

With respect to a Party, any entity controlling, controlled by, or under common control with such Party. “Control” means the power to direct management and policies, whether through ownership, contract, or otherwise.

Agreement

This Non‑Exclusive Channel Partner Agreement including all Schedules.

Documentation

The materials provided to Channel Partner that describe or instruct use of the Services.

Effective Date

The date provided in the first sentence of this Agreement, or if blank, the date of the Channel Partner’s signature below.

End‑User

An entity that obtains a license to use the Platform through Channel Partner for its own internal business purposes (not for resale), excluding Channel Partner and its Affiliates.

SaaS Agreement

The Software as a Service agreement between Quinnox and an End‑User, in a form provided by Quinnox from time to time.

Services

The subscription services identified in an applicable SaaS Agreement and provided by Quinnox to the End‑User.

Intellectual Property Rights

All patents, designs, copyrights, trademarks, trade secrets, source code, know‑how, goodwill, and other intellectual property rights, whether registered or not, worldwide, associated with Quinnox or the Platform.

Channel Partner Commissions and Payout Details

The pricing defined in Schedule 1, as amended from time to time.

Territory

United States, unless otherwise agreed under Schedule 2.

Partner Staff

Employees or contractors of Channel Partner authorized to use the Platform and Documentation and who have knowledge in testing.

Point of Contact (PoC)

Quinnox’s designated point of contact responsible for providing necessary sales support.

The Schedules and any amendments form an integral part of this Agreement.

2. Channel Partner Roles and Responsibilities

Channel Partner shall register sales opportunities by submitting a Lead Registration Form to Quinnox via the PoC. An opportunity is valid if:

1. It has not already been registered by another Quinnox partner or reseller;
2. It meets Quinnox’s then‑current requirements; and
3. A SaaS Agreement is obtained from the End‑User within ninety (90) days of submission (extendable in writing by Quinnox).

Rights are provided “as is” and without warranties. Quinnox disclaims all express and implied warranties to the fullest extent permitted by law. Channel Partner may not make warranties in Quinnox’s name.

Channel Partner Represents and Warrants:

• It has the authority to enter this Agreement and perform its obligations.
• It will comply with applicable laws and regulations.
• It will carry out responsibilities timely and efficiently.
• Partner Staff will use the Platform and Documentation in accordance with this Agreement.
• It will obtain and maintain necessary licenses, consents, and permissions.
• It will provide End‑User information in compliance with privacy laws (e.g., CCPA, GDPR) and will not provide protected personal data to Qyrus contrary to such laws.

3. The Platform

Quinnox exclusively owns all rights in and to the Platform, including all Intellectual Property Rights, source code, and any amendments, improvements, upgrades, and configurations.

Nothing herein grants Channel Partner ownership or intellectual property rights in the Platform, except the right to sell and promote under this Agreement. Channel Partner is not authorized to:

1. Amend, update, improve, or modify the Platform;
2. Implement the Platform in other software, platforms, or solutions;
3. Create derivative works based on the Platform;
4. Reverse engineer, decompile, or disassemble the Platform; or
5. Allow third parties to perform any of the foregoing.

Quinnox may update or modify the Platform at its sole discretion.

4. Marketing, Administration and Reporting

• Channel Partner shall actively promote the Platform in the Territory at its own cost.
• All marketing and branding shall follow Quinnox guidance: Qyrus Brand Guide for Channel Partners.
• Channel Partner shall promptly report any misuse of the Platform (e.g., hacking) to Quinnox.

5. Payment

• Channel Partner shall invoice commission per Schedule 1 with supporting documentation provided by the PoC.
• Quinnox shall pay undisputed invoices within 30 days of receipt. Each party bears its own applicable sales or similar taxes.
• Right to future commission ceases upon termination, subject to payment of previously raised undisputed invoices.

6. Intellectual Property Rights

• Quinnox and/or its licensors own all intellectual property rights in the Platform, Services, and Documentation.
• Quinnox confirms it has necessary rights to grant those set out hereunder.
• Channel Partner assigns to Quinnox all feedback regarding the Platform, Services, or Documentation.
• Channel Partner shall report suspected infringement and reasonably cooperate with Quinnox.
• Right to use Quinnox’s Intellectual Property Rights ceases automatically upon termination.

7. Term and Termination

• Effective as of the Effective Date and remains in effect unless terminated.
• Channel Partner may terminate without cause on thirty (30) days’ notice.
• Quinnox may terminate on thirty (30) days’ written notice if Channel Partner does not actively promote sales per this Agreement.

Either Party may terminate immediately if the other:

1. Commits a material breach and fails to remedy within 30 days of written notice;
2. Is subject to winding up, administration, receivership, or analogous actions; or
3. Takes or suffers similar actions in consequence of debt.

8. Consequences Upon Termination

1. Channel Partner shall cease to sell, market, or promote the Platform.
2. All rights to use the Platform, Services, and Documentation terminate immediately.
3. Channel Partner shall return and make no further use of Quinnox property and information.
4. Channel Partner shall hand over End‑User information reasonably requested by Quinnox to continue business in the Territory.
5. Channel Partner shall refrain from any use that harms or dilutes Quinnox’s Intellectual Property Rights.
6. Accrued rights and provisions intended to survive termination remain in effect.
7. Upon termination, no future commissions accrue on previously referred customers; Quinnox will pay outstanding undisputed invoices submitted prior to termination pursuant to Section 5.

9. Assignment

• Channel Partner may not assign or delegate this Agreement without Quinnox’s prior written consent.
• Quinnox may assign to its Affiliates or in connection with merger, change of control, or sale of substantially all assets, provided the successor assumes obligations hereunder.

10. Data Protection and Security

• Each Party shall comply with applicable data protection laws and maintain required registrations.
• Channel Partner shall not cause Quinnox to breach data protection laws and shall process personal data only for the purposes provided.
• Channel Partner will cooperate to ensure compliance with new data protection laws, including signing agreements where applicable.

11. Indemnification

By Quinnox

Quinnox will defend and hold Channel Partner harmless from third‑party claims that the Platform (as provided by Quinnox) infringes patents or copyrights in the Territory or misappropriates trade secrets. Quinnox may procure rights, or replace/modify the Platform to be non‑infringing. This does not apply to claims arising from:

• Modifications made by Channel Partner;
• Combination with items not supplied by Quinnox; or
• Soliciting orders or distributing after Quinnox instructed cessation.

This section states Channel Partner’s sole and exclusive remedy for infringement claims.

By Channel Partner

Channel Partner will defend and hold Quinnox harmless from third‑party claims arising from:

• Infringement caused by modifications or improvements created by or for Channel Partner;
• Acts or omissions under this Agreement; and
• Unauthorized representations or warranties made by Channel Partner.

12. Limitation of Liability

• This section sets out Quinnox’s entire financial liability regarding: (a) breach; (b) use of the Platform/Documentation; (c) representations or tortious acts; and (d) any other related claims.
• The Platform, Services, and Documentation are provided on an “as is” basis.
• Quinnox is not liable for lost profits, business, goodwill, data, or any special, indirect, incidental, exemplary, punitive, or consequential damages.
• Total aggregate liability is limited to the total commission paid to Channel Partner during the 12 months immediately preceding the claim.

13. Confidentiality

Confidentiality obligations shall be as per the Non‑Disclosure Agreement executed between the Parties. This section survives termination.

14. Notices

15. Severability

If any provision is prohibited or unenforceable, it is ineffective only to that extent and duration; the remaining provisions remain in full force.

16. Entire Agreement

This Agreement, including all Schedules, is the entire agreement and supersedes all prior understandings on the subject matter. Each Party acknowledges it has not relied on statements outside this Agreement.

17. Governing Law, Arbitration and Venue

This Agreement and disputes arising herefrom are governed by the laws of the State of Illinois, USA, without regard to conflict of law principles. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts of Cook County, Illinois, USA.

18. General

Injunctive Relief

Breach of Sections 6 (Intellectual Property Rights), 13 (Confidentiality), or resale outside the Territory may cause irreparable harm; injunctive relief is available.

Independent Contractors

The Parties are independent contractors; no agency, partnership, or joint venture is created.

Use of Names and Logos

Neither Party may use the other’s name, trademarks, service marks, logos, trade names, or branding without prior written consent.

Non‑Solicitation of Employees

During the Term and 12 months thereafter, neither Party will solicit the other’s employees who were directly and substantively involved under this Agreement.

Waiver

No provision is waived nor breach excused unless in a signed writing. A waiver of one breach is not a waiver of others.

Survival

Sections 5, 6, 11, 12, and 13 survive termination or expiration.

Counterparts

This Agreement may be executed in counterparts (including by PDF/email); all together form one instrument.

Signatures