Enhanced Ai | PARTNERSHIP PROGRAM AGREEMENT

1.1 The purpose of this Agreement is to establish the terms under which Partner may market and offer implementation and delivery services for Company’s Fluxprompt platform to end customers who license the platform directly from Company.

2.1 Customer: An end customer who acquires a Fluxprompt license from Company.

2.2 Implementation and Delivery Services: Consulting, configuration, setup, and related services performed by Partner for Customers in connection with the Fluxprompt platform.

2.3 Fluxprompt Licensing: Subscriptions to Company’s Fluxprompt platform, purchased directly from Company.

3.1 Partner may market, promote, and offer Implementation and Delivery Services related to Fluxprompt to prospective Customers.

3.2 Partner is responsible for providing all Implementation and Delivery Services it sells to Customers, including scoping, pricing, contracting, and service delivery.

3.3 Partner shall not make any representations, warranties, or commitments on behalf of Company except as expressly authorized in writing by Company.

3.4 Partner shall comply with all applicable laws, regulations, and industry standards in performing its obligations under this Agreement.

4.1 Company will provide Partner with access to materials and a Ai Agent Cohort Training Class (there is a cost for the training program) regarding Fluxprompt to enable Partner to provide services.

4.2 Company will sell Fluxprompt licenses directly to Customers and provide standard product support related to the platform subscription.

4.3 Company shall not restrict Partner’s ability to offer Implementation and Delivery Services to Customers, except as otherwise provided in this Agreement.

5.1 Opportunity Registration

Partner may register an opportunity by providing written notice to Company identifying the prospective Customer and the use case for Fluxprompt (“Registered Opportunity”).

5.2 No Exclusivity Among Partners

Multiple partners may independently offer Implementation and Delivery Services to the same Customer or for the same project or use case. Company will not restrict any eligible partner from submitting a proposal or delivering such services for any opportunity.

5.3 Company Non-Competition Period

For any Registered Opportunity on which Partner is actively bidding or delivering a proposal, Company will not submit its own competing bid or propose implementation or delivery services for the same project or use case, directly to the same Customer for a period of six (6) months from the date of registration, unless otherwise agreed in writing by Partner.

5.4 First Right of Refusal

If an end Customer contacts Company (Enhanced Ai) to request implementation or delivery services for a project with which a Partner is currently engaged, Company will first notify the Partner and provide such Partner the first right of refusal to continue or expand service delivery for that project. The Partner will have five (5) business days to respond in writing to Company. If the Partner does not respond within this period, or declines, Company may provide a service delivery proposal or quote directly to the customer to support the customer’s request.

5.5 Customer Choice

Customers retain the right to select their implementation and delivery partner(s).

5.6 Company Rights

Company may provide standard product support and Fluxprompt subscription services directly to Customers at all times, provided this does not include competing implementation or delivery work.

6.1 Each Party shall maintain the confidentiality of all non-public information disclosed by the other Party in connection with this Agreement.

6.2 Neither Party shall use the other Party’s confidential information except as necessary to perform its obligations under this Agreement.

6.3 The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

7.1 Each Party retains all rights, title, and interest in and to its own intellectual property.

7.2 Partner may use Company’s trademarks and trade names solely for the purpose of promoting Company’s services in accordance with this Agreement and Company’s brand guidelines.

7.3 Any use of Company’s intellectual property shall inure to the benefit of Company.

8.1 Each Party represents and warrants that:

• a) It has the full right, power, and authority to enter into and perform this Agreement;
• b) Its performance of this Agreement will not violate any agreement or obligation between it and any third party;
• c) It will comply with all applicable laws in performing its obligations under this Agreement.

9.1 NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.2 EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE TO PARTNER (IF ANY) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.1 Each Party shall indemnify, defend, and hold harmless the other Party from and against any claims, damages, liabilities, costs, and expenses arising from:

• a) The indemnifying Party’s breach of this Agreement;
• b) The indemnifying Party’s negligence or willful misconduct;
• c) The indemnifying Party’s violation of applicable law.

11.1 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

11.2 Neither Party has the authority to bind the other Party or make representations on behalf of the other Party except as expressly permitted in this Agreement.

12.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.

12.2 Amendment: This Agreement may be amended only by a written instrument signed by both Parties.

12.3 Assignment: Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or successor.

12.4 Notices: All notices must be in writing and delivered by email (with confirmation of receipt), personal delivery, or certified mail to the addresses specified in this Agreement.

12.5 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Utah, without regard to its conflict of laws principles.

12.6 Dispute Resolution: Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration conducted in Utah in accordance with the rules of arbitration.

12.7 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

12.8 Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

12.9 Force Majeure: Neither Party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

12.10 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.