Partner Program Agreement

This Partner/Affiliate Program Agreement (this "Agreement") is between INTERLASEC (operating as "TechLeads.fyi", "Company", "we", or "our") and you (the "Partner").

This Agreement describes how we will work together and other aspects of our business relationship. It applies to your participation in our Partner Program (the "Partner/Affiliate Program"). These terms are essential, and we cannot have you participate in our Partner/Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Partner/Affiliate Program changes, ends, or becomes part of an existing program. If we update or replace the terms, we or the Affiliate Tool (PartnerStack) will notify you via electronic means, which may include an in-app notification or email. If you don't agree to the update or replacement, you can choose to terminate as described below.

For the purposes of this Agreement, "Affiliate Tool" means the tool/software (PartnerStack) that we make available to you upon your acceptance into the Partner/Affiliate Program for your participation.

1. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.

2. Partner Acceptance

Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted to participate in the Partner Program or not. Before we accept an application, we may want to review your application with you, so we may reach out for more information. We may require that you complete certain requirements or certification(s) before we accept your application.

If we do not notify you that you are accepted to participate in the Partner/Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect until terminated. You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

3. Customer Transactions

3.1 Partner Program Limits

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.

The start of the Customer's subscription is determined by the date of the first purchase or sign up (as applicable) of the service by the Customer, and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service.

3.2 Eligibility

To be eligible for Commission:

• An Affiliate Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section
• A Customer Transaction must have occurred
• A Customer must remain a customer during the locking period specified in the Affiliate Tool

You are not eligible to receive Commission if:

• Such compensation is disallowed or limited by applicable law or regulation
• The applicable Customer objects to or prohibits such compensation
• The Customer has paid or will pay such commissions directly to you
• The Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, or violation of any Partner Program Policies
• The Customer participates in any of our partner programs

3.3 Partner Requirements

As a Partner, you represent, warrant, and covenant that you will:

• Not be a competitor of TechLeads.fyi or any of its affiliates
• Use commercially reasonable efforts to promote and market TechLeads.fyi in accordance with this Agreement
• Conduct business in a competent and professional manner that reflects favorably on TechLeads.fyi
• Avoid deceptive, misleading, and unethical practices
• Not make any false, misleading, or unauthorized representations about TechLeads.fyi or its Services
• Comply with all applicable laws and obtain all necessary registrations and approvals

3.4 Authority

Partner has no authority to distribute or resell TechLeads.fyi services or to make any commitments or agreements, or incur any liabilities whatsoever, on behalf of TechLeads.fyi. Partner shall be solely responsible for all representations and warranties it makes regarding TechLeads.fyi or its Services that are unauthorized or inconsistent with official TechLeads.fyi materials.

3.5 Acceptance and Validity

You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link we make available to you and are accepted by TechLeads.fyi. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination:

• It is a new potential customer of ours
• Is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers or involved in our active sales process

Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Service within the time period described in the Affiliate Tool of their first click on the Affiliate Link, you will not be eligible for a Commission payment.

4. Commission and Payment

In order to receive payment under this Agreement, you must have:

• Agreed to the terms of this Agreement (generally completed through the Affiliate Tool)
• Completed all steps necessary to create your account in the Affiliate Tool
• Have a valid and up-to-date payment method in the Affiliate Tool
• Completed any and all required tax documentation

4.1 Requirements for Payment; Forfeiture

If any of the payment requirements remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited. We will have no obligation to pay you Commission associated with a Forfeited Transaction.

4.2 Payment Processing

TechLeads.fyi may utilize third party payment processors (collectively, "Payment Processors") to facilitate payments under the Partner Program. Partner is solely responsible for providing and maintaining current contact information and address for receipt of payments. Payments due hereunder will be made within forty-five (45) days after the end of the calendar month in which the corresponding amounts are collected by TechLeads.fyi.

4.3 Taxes

You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

5. License and Trademarks

Subject to Partner's compliance with all terms of this Agreement, TechLeads.fyi hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive license during the Term to market, promote, and display a link specifically assigned to Partner (the "Partner Link"), to be utilized in a manner consistent with TechLeads.fyi's trademark policies.

When using our trademark, you must:

• Only use the images of our trademark that we make available to you, without altering them
• Only use our trademarks in connection with the Partner/Affiliate Program and this Agreement
• Immediately comply if we request that you discontinue use

You must not:

• Use our trademark in a misleading or disparaging way
• Use our trademark in a way that implies we endorse, sponsor, or approve of your services or products
• Use our trademark in violation of applicable law or in connection with obscene, indecent, or unlawful material

6. Prohibited Activities

7. Confidentiality

For this Agreement, "Confidential Information" means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, that is communicated by either party to the other party. Confidential Information shall include, but not be limited to, information relating to assets, properties, personnel, customers, suppliers, products, technology, services, business plans, marketing plans, financial information, prices, trade secrets, know-how, and any other non-public information.

8. Term and Termination

8.1 Term

This Agreement will apply for as long as you participate in the Partner Program, until terminated.

8.2 Termination Without Cause

Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

8.3 Termination for Cause

We may terminate this Agreement:

• Upon thirty (30) days' notice of a material breach if such breach remains uncured
• Upon fifteen (15) days' notice of non-payment if such amount remains unpaid
• Immediately, if you become the subject of bankruptcy or insolvency proceedings
• Immediately, if you breach the terms applicable to your subscription with us
• Immediately, if we determine that you are acting in a way that may negatively reflect on or affect us, our prospects, or our customers

8.4 Effects of Termination

Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool materials. You will immediately discontinue all use of our trademark and references to this Partner/Affiliate Program from your website(s) and other collateral.

9. Indemnification

You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us to the extent that such action is based upon or arises out of:

• Your participation in the Partner/Affiliate Program
• Our use of the prospect data you provided us
• Your noncompliance with or breach of this Agreement
• Your use of the Affiliate Tool
• Our use of the Partner Marks

10. Disclaimers and Limitation of Liability

NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.

TECHLEADS.FYI'S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

11. General Provisions

11.1 Amendment

We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after notification.

11.2 Applicable Law

This Agreement shall be governed by the laws of India, without regard to the conflict of laws provisions thereof. All disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Mumbai, Maharashtra.

11.3 Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement. Partner has no authority to make or accept any offers or representations on our behalf.

11.4 Disclosure of Partner Relationship

It is the sole responsibility of the Partner to disclose the nature of its referral/partnership relationship with TechLeads.fyi to any leads or customers, and Partner shall indemnify and hold harmless TechLeads.fyi against any liability arising from Partner's lack of disclosure.

11.5 Compliance with Applicable Laws

You shall comply with all applicable foreign and domestic laws (including export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities.

11.6 Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

11.7 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral.

Disclaimer: This document is provided for guidance purposes. Laws and regulations may vary by jurisdiction. It is advised that you consult with a licensed attorney in your area to ensure compliance with applicable legal standards.