VEXORS Strategic Partnership Agreement

VEXORS grants the Partner a non-exclusive, non-transferable right to promote and refer prospective customers to the VEXORS platform. The Partner may not resell, sublicense, or white-label the VEXORS platform without separate written agreement.

The Partner acknowledges that VEXORS is the sole provider of the VEXORS platform and that the Partner acts as an independent contractor, not an employee, agent, or joint venture partner of VEXORS.

VEXORS will pay the Partner commissions on qualifying referrals according to the table below.

• New business: annual plan — Standard tier: 30%; Bonus tier (100+ active referred companies): 35%.

• New business: monthly plan — Standard tier: 20%; Bonus tier (100+ active referred companies): 25%.

• Renewals (year 2+) — Standard tier: 10%; Bonus tier (100+ active referred companies): 10%.

A referral qualifies when the referred company subscribes to a paid VEXORS plan. Commissions are calculated on net revenue (after discounts and failed payments) and paid within 30 days after the end of the billing cycle.

The Partner agrees to:

• Represent VEXORS accurately and honestly to prospective customers

• Comply with the VEXORS Brand Policy in all marketing and communications

• Not make false claims about VEXORS’ features, pricing, or compliance status

• Not approach existing VEXORS customers for competing services

• Maintain the confidentiality of non-public information shared by VEXORS

• Promptly notify VEXORS of any conflicts of interest

VEXORS grants the Partner a limited, non-exclusive, revocable licence to use the VEXORS name and approved brand assets solely for the purpose of promoting the VEXORS platform to prospective customers, subject to the Brand Policy.

Nothing in this Agreement transfers any ownership of VEXORS intellectual property to the Partner.

Each party agrees to keep confidential any non-public information received from the other party ("Confidential Information") and to use it only for the purposes of this Agreement. Confidential Information does not include information that is publicly available, independently developed, or received from a third party without restriction.

This obligation survives termination of the Agreement for a period of 3 years.

This Agreement begins on the date the Partner accepts it and continues until terminated.

• Partner may terminate: at any time by providing written notice to VEXORS.

• VEXORS may terminate: immediately for breach of this Agreement, fraud, misrepresentation, or inactivity exceeding 6 months; or with 30 days’ written notice for any other reason.

• Upon termination, the Partner’s right to use VEXORS brand assets ceases immediately. Earned commissions on qualifying referrals submitted before termination will be paid per the schedule above.

To the maximum extent permitted by applicable law, neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages. VEXORS’ total liability to the Partner under this Agreement shall not exceed commissions paid to the Partner in the 12 months preceding the claim.

This Agreement is governed by the laws of the United Arab Emirates. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of Sharjah, United Arab Emirates.

This Agreement, together with the VEXORS Terms of Service, Privacy Policy, and Brand Policy, constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior discussions and agreements. Amendments must be in writing and signed by both parties.