Partner Agreement

Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

"Affiliate Partner" means a Partner who promotes Typewise and generates leads through a unique tracking link provided via the Platform, in return for a commission.

"Reseller Partner" means a Partner authorized to market and sell the Solution directly to End Customers in its own name and for its own account.

"End Customer" means the final user of the Solution who has been introduced by an Affiliate Partner or who has entered into a contract with a Reseller Partner.

"Solution" means Typewise's artificial intelligence platform and related services and documentation.

"Platform" means the PartnerStack platform used to manage the Program, including tracking, reporting, and commission payments.

Program Participation

Acceptance. Once you complete an application to become a Partner, we will review your application and notify you whether you have been accepted. We may require you to complete certain requirements or certifications before acceptance. If we do not notify you of acceptance within thirty (30) days, your application is considered rejected.

Non-Exclusivity. This Agreement does not create an exclusive relationship. Both Parties have the right to recommend similar products and services of third parties and to work with other parties in connection with similar services and products.

Program Policies. You will comply with the terms of this Agreement and any applicable program policies made available to you through the Platform at all times.

Partner Roles and Responsibilities

General Responsibilities. All Partners will (a) use commercially reasonable efforts to promote and market the Solution in accordance with this Agreement; (b) conduct business in a professional manner that reflects favorably on Typewise; (c) avoid deceptive, misleading, or unethical practices; (d) not make false or unauthorized representations about Typewise or the Solution; and (e) comply with all applicable laws and regulations.

Authority. Partner has no authority to bind Typewise or make commitments on Typewise's behalf. Typewise may sell directly and through other partners.

Affiliate Partner Role. Affiliate Partners will be provided with a unique tracking link via the Platform to promote the Solution. Typewise will handle the sales process, contracting, and billing for End Customers referred by Affiliate Partners.

Reseller Partner Role. Reseller Partners are appointed as non-exclusive resellers of the Solution. Reseller Partners market and sell the Solution to End Customers in their own name and for their own account. Any contract for the Solution with an End Customer is concluded directly between the Reseller Partner and the End Customer; Typewise is not a party to such contract.

Reseller Obligations. Reseller Partners are responsible for End Customer contracting, invoicing, and collections. Reseller Partners must ensure that each End Customer agreement includes (or incorporates by reference) the Typewise Standard Terms attached as Annex 1, and that End Customers comply with them. To the extent permitted by law, Typewise is an intended third-party beneficiary of Annex 1. Reseller Partners may not sublicense the Solution except as expressly permitted by Annex 1.

Commissions and Payment

Commercial Terms. Your commission rate or discount level is set forth in the Platform. We reserve the right to alter the commission structure as communicated through the Platform.

Eligibility. To be eligible for commission, a transaction must be validly tracked by the Platform and comply with this Agreement and any Program Policies. You are not eligible for commission if: (a) it is disallowed by applicable law; (b) the End Customer objects to or prohibits such compensation; (c) the commission was obtained by fraudulent means, misuse of tracking links, or in violation of the spirit of the Program; or (d) you are otherwise ineligible under the Program Policies.

Payment. In order to receive payment, you must have an active account on the Platform with a valid payment method and have completed all required tax documentation. Payments will be made in accordance with the Platform's payment schedule. You are responsible for all applicable taxes and fees.

Marketing and Trademark Use

Each Party may use the other Party's name and logo to list the other Party as a partner on its website and marketing materials, solely for partner marketing purposes. Any use must comply with reasonable written brand guidelines provided by the other Party. Either Party may request removal or correction of non-compliant or misleading use, and the other Party will implement such request without undue delay. Press releases, case studies, or public announcements require prior written agreement of both Parties.

Confidentiality

Each Party may disclose confidential business, technical, or financial information ("Confidential Information"). The receiving Party will use Confidential Information only to perform under this Agreement, protect it with reasonable precautions, and not disclose it except to employees or agents under equivalent confidentiality obligations. These obligations do not apply to information that is public (without breach), was already known, was received lawfully without restriction, was independently developed, or must be disclosed by law. Confidentiality obligations apply during the term and for three (3) years after disclosure.

Intellectual Property Rights

Typewise retains all rights, title, and interest in and to the Solution and all related intellectual property. No license to any software is granted by this Agreement except as expressly set forth herein. Partner will not reverse engineer, decompile, modify, or create derivative works of the Solution, except to the extent prohibited by mandatory law. Feedback provided by Partner may be used by Typewise without restriction, provided no Partner Confidential Information is disclosed.

Limited Warranty

Typewise will use reasonable efforts consistent with prevailing industry standards to maintain the Solution. Except as expressly stated, the Solution is provided "as is" and Typewise disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Limitation of Liability

Except for bodily injury, fraud or wilful misconduct, or breach of confidentiality, neither Party is liable for indirect, incidental, special, consequential, or exemplary damages, or loss of profits, revenue, or business. Each Party's total liability under this Agreement is limited to the commissions paid or payable to Partner under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

Term and Termination

Term. This Agreement begins upon your acceptance into the Program and continues until terminated.

Termination for Convenience. Either Party may terminate this Agreement for convenience with thirty (30) days written notice.

Termination for Cause. Either Party may terminate this Agreement with immediate effect by written notice if the other Party materially breaches this Agreement and fails to cure within thirty (30) days after written notice, or becomes subject to insolvency proceedings not dismissed within sixty (60) days.

Effect of Termination. Upon termination, Partner must stop presenting itself as an authorized partner and each Party must cease using the other Party's trademarks and logos (subject to reasonable wind-down). Termination does not affect any End Customer contracts entered into before the effective termination date; those will continue under their agreed terms until they expire or are terminated in accordance with their terms. The Parties will reasonably cooperate to ensure an orderly transition for any affected End Customers.‍

Independent Contractors

Partner and Typewise are independent contractors in all matters relating to this Agreement. This Agreement does not create a partnership, joint venture, agency, employment, or any other relationship between Partner and Typewise. Partner has no authority to make or accept any offers or representations on behalf of Typewise.

Governing Law

This Agreement and the transactions contemplated hereby shall be governed, interpreted, and construed in accordance with the laws of Switzerland, without regard to conflict of laws principles thereof.

Any dispute, controversy, or claim arising out of or in relation to this Agreement, including the validity, invalidity, breach, or termination thereof, shall be settled exclusively by the courts at Zürich (1), Switzerland.

General Provisions

a. This Agreement, together with any Program Policies and annexes, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and arrangements regarding the same subject matter.

b. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated version will be made available to you via the Platform and/or by email. If you do not agree, you may terminate as described above.

c. Failure to enforce any provision of this Agreement will not constitute a waiver of that provision.

d. If any provision of this Agreement is unenforceable, the other provisions will remain effective.

e. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of such Party's assets.

f. Any notice under this Agreement must be in writing or sent by email with delivery confirmation.

g. It is the sole responsibility of the Partner to disclose the nature of its partnership relationship with Typewise to any leads or customers, in compliance with applicable laws and regulations.

Survival

The following provisions survive termination or expiration of this Agreement: Confidentiality, Intellectual Property Rights, Limitation of Liability, Governing Law, and General Provisions.

ANNEX 1: TYPEWISE STANDARD TERMS (END CUSTOMER)

These Typewise Standard Terms (End Customer) ("Standard Terms") must be included in each End Customer contract for the Solution entered into by a Reseller Partner. The End Customer acknowledges that, to the extent permitted by law, Typewise is an intended third-party beneficiary of these Standard Terms and may enforce them directly against the End Customer.

1. ‍Software License. Typewise grants End Customer a non-exclusive, revocable (pursuant to these Standard Terms), non-transferable, and non-sublicensable license to access and use Typewise's artificial intelligence platform and related documentation (the "Software") during the applicable term of the End Customer contract, solely for End Customer's own internal business purposes.‍
2. Scope of Use. End Customer may permit its employees and contractors to use the Software for End Customer's internal business purposes. End Customer will not provide the Software as a service to third parties or use it for the benefit of third parties except in the course of End Customer's own business operations.‍
3. Restrictions. End Customer will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Software; modify, translate, or create derivative works; rent, lease, distribute, sell, sublicense, transfer, or provide access to the Software to a third party; use the Software for competitive analysis or to build competitive products; publicly disseminate performance information; or encourage or assist any third party to do any of the foregoing, except to the extent prohibited by mandatory law.‍
4. Intellectual Property. End Customer owns all rights in its own data provided to the Software ("Customer Data"). Typewise owns and retains all rights in and to the Software and all improvements, enhancements, or modifications thereto and all related intellectual property rights.‍
5. Confidentiality. End Customer will treat as confidential any non-public business, technical, or financial information disclosed by or on behalf of Typewise, including non-public information regarding features, functionality, and performance of the Software ("Typewise Proprietary Information"). End Customer will use Typewise Proprietary Information only as necessary to use the Software and will protect it with reasonable precautions. These obligations do not apply to information that is public (without breach), was already known, was received lawfully without restriction, was independently developed, or must be disclosed by law. Confidentiality obligations apply during the term and for three (3) years after disclosure.‍
6. Data Protection. To the extent Typewise processes personal data on behalf of End Customer in connection with the Software, such processing is governed by the Typewise Data Processing Agreement ("DPA"), available from Typewise and updated from time to time. End Customer confirms it has all rights and consents to provide personal data for processing in connection with the Software.‍
7. Limited Warranty; Disclaimer. Typewise will use reasonable efforts consistent with prevailing industry standards to maintain the Software in a manner that minimizes errors and interruptions. The Software may be temporarily unavailable due to maintenance or causes beyond Typewise's reasonable control. Except as expressly stated, the Software is provided "as is" and Typewise disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.‍
8. Limitation of Liability. Except for bodily injury or wilful misconduct/fraud, Typewise will not be liable for indirect, incidental, special, consequential, or exemplary damages or loss of profits/revenue/business. Typewise's total liability arising out of or in connection with the Software is limited to the fees paid for the Software in the twelve (12) months preceding the event giving rise to the claim (as paid under the applicable End Customer contract).‍
9. Term and Effect of Termination. Upon expiration or termination of the End Customer contract, the license to the Software terminates and End Customer must cease using the Software and delete Typewise Proprietary Information, including on any third-party systems operated on End Customer's behalf, and certify such deletion upon request.
10. ‍Governing Law. These Standard Terms are governed by Swiss law. Exclusive venue and jurisdiction are the courts at Zürich (1), Switzerland.