BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS WITH GRAPHIQ, INC. (“GRAPHIQ”), WHICH REFERENCE THE FOLLOWING MASTER CHANNEL PARTNER AGREEMENT (EACH, AN “ORDER FORM”), YOU (“CHANNEL PARTNER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA GRAPHIQ’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY GRAPHIQ SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

  1. Definitions
    “Channel Partner Product” means the Channel Partner product or service detailed in an applicable Order Form that
    activates an OEM relationship.
    “Customer Agreement” means the contract by which GraphIQ or Channel Partner agrees to supply a Customer access to
    and/or services in connection with any Product.
    “Customer” means a third party who enters into a written Customer Agreement with Channel Partner or GraphIQ.
    “Integrated Product” means a product combining the Products with the Channel Partner Product as further detailed in an applicable Order Form.
    “Net Revenue” means the revenues actually received by GraphIQ under a Customer Agreement, exclusive of: (a) sales, excise and similar taxes; (b) returns, refunds, allowances, discounts and adjustments; and (c) amounts attributable to third party products, applications or integrations offered by GraphIQ, training, professional services, annual renewals, overages, or additional purchase of GraphIQ or third party services.
    “Products” means the products and services provided to Customers by Channel Partner or GraphIQ, including any successor line of products or services.
    “Prospect” means a Channel Partner customer or other contact who may be interested in licensing the Products.
    “Referral Fee Percentage” means the referral fee percentage established in each applicable Order Form.

  2. Order Forms
    Upon mutual execution, each Order Form (as sample of which is shown in Exhibit A) shall be incorporated into and form a part of the Agreement. Each Order Form will establish specific services, financial models, fees, revenue shares, commissions, and/or product access for Channel Partner and its customers. In the event of conflict, the applicable Order Form controls solely with respect to that subject matter.

  3. Services Delivery Model
    If activated by an applicable Order Form, subject to Channel Partner’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), GraphIQ grants Channel Partner the right to access and use the services specified in each Order Form (collectively, the “Product,” or “Products”), which may include the GraphIQ platform together with all related information, tools, data, APIs, content and documentation, during the applicable Order Form term (as defined in the applicable Order Form) for delivery to Customers and the other purposes set forth in each applicable Order Form, only as provided herein and only in accordance with GraphIQ’s applicable official user documentation (the “Documentation”).

  4. Referral Model
    If activated by an applicable Order Form, subject to the terms and conditions of this Agreement, GraphIQ hereby grants Channel Partner the right to promote and refer Prospects to GraphIQ on a nonexclusive basis, including, but not limited to the following activities: (i) presenting Products in appropriate sales opportunities (including when it presents the Channel Partner’s products and services to Prospects), (ii) presenting Products to Channel Partner’s existing customer base, (iii) facilitating face-to-face meetings between GraphIQ and the Prospect, (iv) arranging for appropriate Channel Partner personnel to participate in introductory meetings between GraphIQ and the Prospect, and (v) at the request of GraphIQ, engaging in reasonable continuing assistance in connection with the finalization of a Customer Agreement with the Prospect.

In order for Channel Partner to be eligible to receive a Commission (as defined below) for a Prospect, such Prospect must
complete a form (including, without limitation, contact information and company name) via a Channel Partner-specific URL
created by GraphIQ and sent to Channel Partner (each, a “Lead Form”). All Lead Forms shall be subject to acceptance by
GraphIQ in its sole discretion. GraphIQ shall have no obligation to Channel Partner with respect to a specific Prospect (i) if
such Prospect is already under written contract to receive the Products from GraphIQ, or (ii) if GraphIQ has been engaged
in discussions with such Prospect within the six (6) months prior to receipt of a Lead Form from Channel Partner for such
Prospect, or (iii) if Channel Partner fails to meet its obligations under Section 4 with respect to such Prospect. Each Lead
Form will automatically expire six (6) months following receipt thereof by GraphIQ if no Customer Agreement has been fully
executed, and GraphIQ is not then engaged in active contract negotiations with such Prospect. GraphIQ reserves the right
to modify the eligibility requirements set forth in this Section 4 at any time, upon notice to Channel Partner.

During the term of this Agreement, for each Customer Agreement executed by GraphIQ and a Customer, GraphIQ will pay
to Channel Partner a “Commission” equal to the product of (i) the Referral Fee Percentage and (ii) all Net Revenue actually
received by GraphIQ in respect of such Customer Agreement during the twelve (12) months following execution of such
Customer Agreement.

5. OEM Model
If activated by an applicable Order Form, subject to the terms and conditions of this Agreement, GraphIQ grants to Channel Partner a non-sublicensable, non-transferable, non-exclusive, right only during the term of the applicable Order Form to market and distribute directly Integrated Products. GraphIQ will provide Channel Partner and Clients with the service availability and support in accordance with GraphIQ’s then-current support and service levels policy. Channel Partner represents, warrants and agrees that: (i) Channel Partner will use its best efforts to market and distribute the Integrated Product; (ii)  Channel Partner will make available to the Clients front-line, non-technical support for the Products; and (iii) Channel Partner agrees to cooperate and assist GraphIQ in bringing legal action against any end user for unauthorized use, copying, or distribution of the Products.

6. Product Updates
From time to time, GraphIQ may provide upgrades, patches, enhancements, or fixes for the Products to its Channel Partners generally without additional charge (“Updates”), and such Updates will become part of the Products and subject to this Agreement; provided that GraphIQ shall have no obligation under this Agreement or otherwise to provide any such Updates. Channel Partner understands that GraphIQ may cease supporting old versions or releases of the Products at any time in its sole discretion.

7. GraphIQ Materials; Confidentiality
GraphIQ will provide Channel Partner, at no cost to Channel Partner, with a reasonable quantity of materials for use in conjunction with promoting the Products hereunder (“GraphIQ Materials”), to demonstrate the functionality of the Products, technical specifications, and other marketing materials. If Channel Partner uses any material to promote the Products that was not provided to Channel Partner by GraphIQ , then Channel Partner will send a copy of such material to GraphIQ within two (2) days of using such material and will discontinue using such material within one (1) business day if GraphIQ, in its sole discretion, so requests. Channel Partner will not bid on, purchase, or use any keyword or term trademarked by GraphIQ in any keyword advertising service, search engine, or social platform, or otherwise use any such keyword or term to direct users to Channel Partner’s website. No rights or licenses are granted in the GraphIQ Materials except as expressly and unambiguously set forth in this Agreement. Channel Partner acknowledges that it may receive or have access to certain confidential or proprietary information of GraphIQ, whether disclosed orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Channel Partner shall (a) keep all Confidential Information strictly confidential and not disclose it to any third party except as expressly permitted by this Agreement, and (b) use Confidential Information solely as necessary to perform its obligations or exercise its rights under this Agreement.

8. Ownership; Feedback
As between the parties, GraphIQ retains all right, title, and interest in and to the Products, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by GraphIQ for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software which is distributed or otherwise provided to Channel Partner hereunder (including without limitation any software identified on an Order Form) shall be deemed a part of the “Products” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

Channel Partner may from time to time provide suggestions, comments or other feedback to GraphIQ with respect to the Product (“Feedback”). Feedback, even if designated as confidential by Channel Partner, shall not create any confidentiality obligation for GraphIQ notwithstanding anything else. Channel Partner shall, and hereby does, grant to GraphIQ a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair GraphIQ’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Channel Partner may develop, produce, market, or distribute.

Channel Partner may use GraphIQ’s then-current names, marks, logos, and other identifiers for the Products (“GraphIQ Trademarks”) and GraphIQ designated intellectual property related notices on or in the packaging for the Channel Partner Products and Channel Partner’s advertising and promotional for such products, provided that Channel Partner will: (I) only use GraphIQ Trademarks in the form and manner, and in accordance with the quality standards and usage guidelines that GraphIQ specifically prescribes; (ii) at GraphIQ’s request, submit samples of all Channel Partner Product packaging and advertising to GraphIQ for approval (such approval not to be unreasonably withheld or delayed); and (iii) upon termination of this Agreement for any reason, immediately cease all use of the GraphIQ Trademarks.

GraphIQ shall have the right to periodically inspect Channel Partner Products prior to or after delivery and if GraphIQ determines that Channel Partner Products fail to comply with GraphIQ’s quality standards, GraphIQ may suspend any or all uses of the GraphIQ Trademarks until such time as Channel Partner complies with GraphIQ’s quality standards. All good will associated with the use of the GraphIQ Trademarks shall inure to the benefit of GraphIQ. Channel Partner will not use, register or take other action with respect to any name, logo, trademark, service mark, or other identifier used anywhere in the world by GraphIQ, except to the extent authorized in writing by GraphIQ in advance.

9. Fees; Payment
Each party shall pay the other party the fees or commissions set forth in each applicable Order Form. Unless otherwise specified in an Order Form, all fees shall be invoiced in advance and all invoices issued under this Agreement are payable in United States dollars within thirty (30) days from the date of invoice. Past due invoices are subject to interest on any outstanding balance at the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law. All Fees paid are non-refundable and are not subject to set-off. Each party shall be responsible for and shall pay any and all applicable taxes, customs, withholding taxes, duties, assessments, and other governmental impositions resulting from its own activities under this Agreement. GraphIQ shall have the right, upon fifteen (15) days' prior written notice and no more than once per calendar year, to audit the Channel Partner's records that are directly related to the calculation of revenue share or percentage fees under this Agreement. If such audit reveals an underpayment by Channel Partner of five percent (5%) or more of the amounts due for the period audited, Channel Partner shall promptly pay the deficiency and shall reimburse GraphIQ for the reasonable costs of the audit. Channel Partner shall retain all records relevant to the calculation of such fees for a period of three (3) years following the date of payment. Channel Partner shall not structure, enter into, or facilitate any transaction or arrangement with the intent or effect of avoiding or reducing its obligations to pay fees due to GraphIQ under this Agreement. GraphIQ shall not knowingly circumvent Channel Partner or take actions with the intent or effect of avoiding payment of any Commission or other fees earned by Channel Partner pursuant to this Agreement.

10. Restrictions
Except as expressly set forth in this Agreement, Channel Partner shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Product (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Product; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Product; (iv) unless expressly permitted by an Order Form, use the Product for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Product or any portion thereof; (vi) use the Product to build an application or product that is competitive with any GraphIQ product or service; (vii) interfere or attempt to interfere with the proper working of the Product or any activities conducted on the Product; (viii) bypass any measures GraphIQ may use to prevent or restrict access to the Product (or other accounts, computer systems or networks connected to the Product); or (ix) resell on a stand alone basis any graph data downloaded from the Products. Channel Partner is responsible for all of Channel Partner’s and Customer’s activity in connection with the Product, including but not limited to uploading Channel Partner Data (as defined below) or Customer data onto the Product. Channel Partner (i) shall use the Product in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Channel Partner’s use of the Product (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Product in a manner that violates any third party intellectual property, contractual or other proprietary rights.

11. Channel Partner Data
For purposes of this Agreement, “Channel Partner Data” shall mean any data, information or other material provided, uploaded, or submitted by Channel Partner to the Product in the course of using the Product. Channel Partner shall retain all right, title and interest in and to the Channel Partner Data, including all intellectual property rights therein. Channel Partner, not GraphIQ, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Channel Partner Data. GraphIQ shall use commercially reasonable efforts to maintain the security and integrity of the Product and the Channel Partner Data. GraphIQ is not responsible to Channel Partner for unauthorized access to Channel Partner Data or the unauthorized use of the Product unless such access is due to GraphIQ’s gross negligence or willful misconduct. Channel Partner is responsible for the use of the Product by any person to whom Channel Partner has given access to the Product, even if Channel Partner did not authorize such use. Notwithstanding anything to the contrary, Channel Partner acknowledges and agrees that GraphIQ may (i) internally use and modify (but not disclose) Channel Partner Data for the purposes of (A) providing the Product to Channel Partner and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use and make available Aggregated Anonymous Data for GraphIQ’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing GraphIQ’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by GraphIQ in connection with Channel Partner’s use of the Product, but only in aggregate, anonymized form which can in no way be linked specifically to Channel Partner.

12. Term; Termination
This Agreement shall commence upon the Effective Date set forth in the initial Order Form executed by the Parties, and, unless earlier terminated in accordance herewith, shall continue until the final expiration or termination of all Order Forms associated with this Agreement. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, GraphIQ may suspend or limit Channel Partner’s access to or use of the Product if (i) Channel Partner’s account is more than sixty (60) days past due, or (ii) Channel Partner’s use of the Product results in (or is reasonably likely to result in) damage to or material degradation of the Product which interferes with GraphIQ’s ability to provide access to the Product to other Channel Partners; provided that in the case of subsection (ii): (a) GraphIQ shall use reasonable good faith efforts to work with Channel Partner to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (b) prior to any such suspension or limitation, GraphIQ shall use commercially reasonable efforts to provide notice to Channel Partner describing the nature of the damage or degradation; and (c) GraphIQ shall reinstate Channel Partner’s use of or access to the Product, as applicable, if Channel Partner remediates the issue within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. Indemnification
Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Channel Partner Data, Channel Partner’s use of the Product, or Channel Partner’s products or services (in the case of Channel Partner as Indemnitor), or (ii) the Product (in the case of GraphIQ as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of GraphIQ do not apply with respect to the Product or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by GraphIQ (including without limitation any Channel Partner Data), (ii) made in whole or in part in accordance to Channel Partner specifications, (iii) modified after delivery by GraphIQ, (iv) combined with other products, processes or materials not provided by GraphIQ (where the alleged Losses arise from or relate to such combination), (v) where Channel Partner continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Channel Partner’s use of the Product is not strictly in accordance herewith.

14. Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

15. Limitation of Liability
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CHANNEL PARTNER TO GRAPHIQ HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.

16. Miscellaneous
This Agreement represents the entire agreement between Channel Partner and GraphIQ with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Channel Partner and GraphIQ with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco County. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this section. Except as otherwise provided herein, this Agreement may be amended only by a writing executed by both parties. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party’s consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (ii) GraphIQ may utilize subcontractors in the performance of its obligations hereunder. Unless retracted via written notice, Channel Partner permits the public use of their logo in GraphIQ marketing materials. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

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