Non-Exclusive SOCIFI™ Partner Agreement

This Non-Exclusive SOCIFI Partner Agreement (“Agreement”) is entered into as of the date of approval into the SOCIFI Partner Program (the “Effective Date”), by and between

SOCIFI Ltd., reg. office 3rd floor, 207 Regent street, London W1B 3HH, registered at Company House in Cardiff, Great Britain, No. 09061584, (hereinafter as “Principal”)

and You (hereinafter as “Partner”)

Principal and Partner are hereinafter individually referred to as “Party” and collectively as “Parties”, as the context may require.

BACKGROUND

1. The Principal has developed and desires to advertise, promote, market, and distribute SOCIFI and its related products. SOCIFI is a cloud-based technology platform that enables the monetization of 4G/WiFi networks. Related products mean hardware equipment. Utilization of SOCIFI means license of use SOCIFI in the form of monthly paid tariffs (self promoting marketing platform) or connection through monetization platform to SOCIFI Media Network (SMN). SOCIFI related to the sale does not mean sale or cease of any other rights and ownership than as a form of license of use.
2. The Partner desires to obtain the right to act as an independent partner of SOCIFI, with the non-exclusive right to offer SOCIFI to End Users.

The Principal and the Partner agree as follows:

1. APPOINTMENT AS A PARTNER

On the terms and subject to the conditions set forth herein, the Principal appoints the Partner as an independent, non-exclusive authorized partner of the Principal and the Partner hereby accepts such appointment. The Partner may advertise, promote, and offer SOCIFI to End Users. For purposes of this Agreement, the term “End User” means a person or entity that desires to acquire SOCIFI for its own use.

2. STATEMENT

1. The Partner acknowledges that the Principal has the right, at any time and from time to time, to modify any or all of SOCIFI prices announced in prior notification. Further, the Principal reserves the right, in its sole discretion, at any time and from time to time, to modify any or all of SOCIFI, or to discontinue the publication, distribution, sale or licensing of any or all of SOCIFI without liability of any kind.
2. Except as otherwise mutually agreed in writing, the Partner shall be responsible for all costs associated with its performance of this Agreement. The Partner will indemnify and hold the Principal harmless from any obligation to pay any governmental entity any employer statutory taxes, withholding taxes, social security taxes or other taxes, levies or duties in connection with Partner’s performance under this Agreement, and from any and all damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs of litigation) arising out of or resulting from this Agreement.

3. MARKETING AND PROMOTION OF PRODUCTS

1. Promotion. The Partner shall use its best efforts to market and promote its own offerings that incorporate SOCIFI.
2. Marketing Practices. The Partner will at all times perform hereunder in a professional manner and in accordance with this Agreement and any guidelines issued by Principal.
3. The Partner will:
   1. conduct business in a manner that reflects favorably at all times on SOCIFI and the good name, goodwill and reputation of the Principal;
   2. avoid deceptive, misleading or unethical practices that are or might be detrimental to the Principal, SOCIFI or the public, including but not limited to disparagement of the Principal or SOCIFI;
   3. make no false or misleading representation with respect to the Principal or SOCIFI; and
   4. make no representation with respect to the Principal or SOCIFI that are inconsistent with Principal’s end user license agreement for SOCIFI, promotional materials and other literature distributed by the Principal, including all liability limitations and disclaimers contained in such materials;
   5. avoid marketing efforts that are competitive with Principal’s marketing efforts;
   6. agree to immediately alter or cease any relevant marketing efforts at the will of the Principal at any time,
   7. exclude selling any competitive solution to SOCIFI.
4. Promotional Materials. The Partner consents to the listing of its business name, address, phone number and web site address in such Principal advertising and materials as the Principal may determine in its sole discretion, including SOCIFI literature and web sites. During the term of this Agreement, the Principal may provide to the Partner promotional materials of SOCIFI. The Partner may not use the promotional materials for any purpose other than advertising and promoting SOCIFI to End Users.
5. Permits, Licenses, and Compliance with Laws. The Partner will, at its sole cost and expense, obtain all permits and licenses necessary in connection with its performance of this Agreement, and will comply with all applicable laws, rules and regulations in the performance of this Agreement.
6. Privacy/Data Collection. The Partner will at all times during the term of this Agreement maintain appropriate technical and organizational measures to protect any End User data that it collects, accesses or processes in connection with this Agreement against unauthorized or unlawful use, disclosure, processing or alternation. The Partner will act in accordance with all applicable laws, rules and regulations in relation to the collection, use, disclosure, and processing of any such End User data.

4. PARTNER’S FUNCTIONS

1. The Partner agrees to use his best endeavor to promote sale of the license of SOCIFI and its related products in the territory of his business activities, but not limited, in accordance with Principal’s reasonable instructions and shall protect the Principal’s interests with the diligence of reasonable businessman. When negotiating with End Users, the Partner shall offer SOCIFI strictly in accordance with the Terms and Conditions (http://www.socifi.com/terms-and-conditions) of the offers of sale that the Principal has communicated to him. End User concludes the contract directly with the Principal. The relationship between the End User and the Principal shall be specified in the applicable Principal - End User license agreement. Notwithstanding the foregoing, as between the Principal and the Partner, the Partner shall be solely responsible for providing customer support to End Users.
2. Customer support means that the Partner should support End Users with all necessary settings such as creating SOCIFI account, setting up their account and hardware.
3. The Partner agrees to pay certification fees due to the selected partner program variation as stated in the actual price list available at: https://socifi-doc.atlassian.net/wiki/x/dIE0

5. METHOD OF CALCULATING COMMISSION AND PAYMENT

1. The Partner gets one of the following commission on every End Users’ accounts ensured by the Partner, that can vary upon the change of End User selected program.
   1. Tariff. In case of self marketing platform provided by one of the tariffs, the Partner is entitled to receive the commission in the amount of 25 % of the price of the monthly paid tariff. In case the Partner obtained SOCIFI Certified Gold Partnership, commission arises to 35 %.
   2. SOCIFI Media Network. In case of monetization platform SOCIFI Media Network, the Partner is entitled to receive the commission in the amount of 25 % of the SOCIFI’s share.
2. The Partner is entitled to receive further revenue share as follows depending on selected partner program as stated in the Support Center https: https://socifi-doc.atlassian.net/wiki/x/dIE0
3. Method and frequency of commission payment. The Partner receives Net Revenue by the Principal no longer than 40 days after receiving payment generated by End Users’ accounts to his Partner account earnings; payout is proceed upon request via wire transfer or PayPal.
4. Definition of “Net Revenue:” means the gross amount of the actual purchase price generated by End Users’ account, less any and all applicable distribution platform fees; other electronic transaction fees; any applicable taxes (including value added tax), duties, and similar charges; and any returns, refunds, credits, and charge-backs.
5. The Partner shall not receive his commission until the Certification fee is paid.

6. OWNERSHIP

As between the Principal and the Partner, all rights, title and interest in and to SOCIFI and associated Principal promotional materials and documentation, including without limitation all copyrights, patent rights, trademark and service mark rights, trade secret rights and other intellectual property rights are and will remain the property of the Principal, and such items may only be used by the Partner as expressly permitted hereunder. The Partner shall not remove, alter or otherwise modify any copyright, trademark or other notices of proprietary interest contained within the source code, Principal promotional materials and/or documentation.

7. CONFIDENTIAL INFORMATION

1. “Confidential Information” includes:
   1. the Products;
   2. any personally identifiable data or information regarding any End User;
   3. any and all information disclosed by the Principal to the Partner, in whatever format, that is either identified as or would reasonably be understood to be confidential and/or proprietary; any notes, extracts, analyses or materials prepared by the Partner which are copies of or derivative works of Confidential Information or from which Confidential Information can be inferred or otherwise understood; and the terms and conditions of this Agreement.
2. “Confidential Information” does not include information received from the Principal that the Partner can clearly establish by written evidence:
   1. is or becomes known to the Partner from a third party without an obligation to maintain its confidentiality;
   2. is or becomes generally known to the public through no act or omission of the Partner; or is independently developed by the Partner without the use of Confidential information.
3. Partner’s Obligations. The Partner will make no use of Confidential Information for any purpose except as expressly authorized by this Agreement. Except as expressly provided in this Agreement, the Partner will not disclose Confidential Information to any third party and will protect and treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of like importance, but in no event with less than reasonable care. Except as expressly provided in this Agreement, the Partner will not use, make or have made any copies of Confidential Information, in whole or in part, without the prior written authorization of Principal. In the event that the Partner is required to disclose Confidential Information pursuant to law, the Partner will notify the Principal of the required disclosure with sufficient time for the Principal to seek relief, will cooperate with the Principal in taking appropriate protective measures, and will make such disclosure in a fashion that maximizes protection of the Confidential Information from further disclosure.
4. The receiving Party may disclose Confidential Information of the disclosing Party only to those of its employees or contractors who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement.
5. In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors.

8. NON-COMPETITION

During the term and for a period of one (1) year after termination of the Agreement by the Partner or termination by the Principal, the Partner shall not, directly or indirectly, market, sell or promote the sale of, or otherwise commercially deal in or with, any products or services within the territory that will then be in competition with the Principal and SOCIFI.

9. DISCLAIMER OF WARRANTIES

Except for the express warranties, if any, made to the End User in the applicable Principal - End User license agreement, the Principal makes no other warranties relating to SOCIFI, express or implied. The Principal disclaims and excludes any and all implied warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose or use and non-infringement. No person is authorized to make any other warranty or representation concerning SOCIFI or the media on which SOCIFI is supplied. The Partner will make no warranty, express or implied, on behalf of the Principal.

10. LIMITATION OF LIABILITY

1. Under this Agreement, Principal’s liability to the Partner or to any third party, in tort, contract or otherwise, for claims, losses, damages or injuries arising out of or relating to this Agreement will be limited to the amounts of Net Revenue generated by the every concrete End User’s account ensured by the Partner in respect of utilization of SOCIFI giving rise to the claim in question.
2. No event shall the Principal be liable to the Partner or any third party for any consequential or special damages or lost profits, revenues or contracts, including, without limitation, consequential or special damages for loss of goodwill, work stoppage, computer failure or malfunction, loss of data, loss of work product, or any and all other commercial damages or losses, direct or indirect, even if Principal has been advised of the possibility of such damages or losses and whether arising from negligence, breach of contract or otherwise.
3. Neither party may bring an action against the other under or in relation to this Agreement (whether for negligence, breach of contract, misrepresentation, under any indemnity or otherwise) more than one (1) year after that party becomes aware of the cause of action, claim or event giving rise to the cause of action or claim.
4. Each party shall take all reasonable steps to mitigate the loss and damage it incurs in relation to any claim or action (whether for negligence, breach of contract, misrepresentation, under any indemnity or otherwise) which it brings against the other.
5. The parties agree that the limitations and exclusions set out in this clause are reasonable, having regard to all the relevant circumstances and the levels of risk associated with each party’s obligations under this Agreement.
6. Remedy. The contracting parties have agreed that in case of damage referred to in clause 10.1 and clearly proven by the Partner, compensation equal to the amount of generated by the End Users’ accounts ensured by the Partner will be paid by the Principal.

11. INDEMNIFICATION BY PARTNER

The Partner will indemnify, defend and hold harmless the Principal and each of its managers, members, affiliates, agents and representatives from and against any and all claims, damages, losses and expenses (including reasonable attorneys’ fees and costs of litigation) by any third party resulting from any acts or omissions of the Partner relating to its activities in connection with this Agreement, Partner’s breach of this Agreement, or Partner’s misrepresentations relating to the Principal, SOCIFI or this Agreement, regardless of the form of action, unless such damages, claims or losses have been directly caused by any willful act or gross negligence of the Principal. Nothing shall limit the liability for fraud or for the personal injury arising from negligence of either party or that of its employees, agents or sub-contractors. The Partner will be solely responsible for any claims, warranties or representations made by the Partner or Partner’s representatives or agents which differ from the warranties provided by the Principal in the applicable End User license agreement.

12. PRINCIPAL SUPPORT

The Principal shall upon reasonable request provide technical support or SOCIFI training at the request of the Partner based on the Principal’s current support fees. The Partner agrees to meet all certification requirements set by SOCIFI and pass the required training for sufficient sales of SOCIFI and/or technical support for End Users.

13. INTELLECTUAL PROPERTY RIGHTS, TITLE RETENTION AND INDEMNIFICATION

1. The Partner acknowledges and agrees that all rights, title, and interest to any copyrights, patents, design patents, design rights, trademarks, product names, logos, commercial designations, domain names, trade secrets and any other intellectual property rights, whether registered or unregistered (“Intellectual Property Rights”) to the SOCIFI and the related documentation and other material shall be the exclusive property of the Principal or its licensor(s). The Partner shall not register or attempt to register any Intellectual Property Rights of SOCIFI or any related materials.
2. The Principal hereby grants to the Partner, for the term of this Agreement, a non-exclusive, non-transferable, royalty-free license to use and publicly display the Principal’s trademarks, trade names and commercial designations for the Services in or in connection with the marketing and promotion of SOCIFI to End Users only.
3. Each Party shall have the right to use the trademarks, trade name and commercial designations of the other Party in its partner listings and on its website.
4. Each Party hereby agrees neither to register, nor to have registered, any trademark, trade names or other commercial designations of the other Party (or which are confusingly similar to those of the other Party).
5. If the Partner acquires any Intelectual Property Rights in relation to SOCIFI by operation of law or otherwise, it will immediately, at no cost or expense to the Principal, assign such rights to the Principal along with all associated goodwill.
6. Save for the express license to use the Principal’s trademarks, trade names and commercial designations as set forth in clause 13.2, the Partner shall have no rights or license (whether express or implied) to any Intellectual Property Rights of the Principal.
7. The Partner shall promptly report to the Principal in writing of any suspected Intellectual Property Rights infringements relating to SOCIFI that comes to the attention of the Partner.

14. RELATIONSHIP OF PARTIES

This Agreement does not constitute either party the agent of the other, or create a partnership, joint venture or similar relationship between the parties, and neither party will have the power to obligate the other in any manner whatsoever. The Principal and the Partner acknowledge and agree that: (a) the Partner is permitted to promote and sell products and services of companies other than Principal’s; (b) the Partner is not required to promote Principal’s products or services exclusively; and © Partner’s decision to devote all or some of its business efforts to SOCIFI or services of any particular company is solely in the discretion of the Partner.

15. TERM AND TERMINATION

1. Term. This Agreement shall be valid and effective for unlimited time from the Effective date of approval by the Principal.
2. Termination. The Principal may terminate this agreement with immediate effect, if the Partner misrepresents the service or damages the Principal’s brand and reputation notwithstanding any products in ownership of the Principal, acts in the contrary to this Agreement or did not pay the Certification fee according to clause 4.3. The Partner will then agrees to (i) immediately discontinue any previously marketing or use of SOCIFI and (ii) cease all representation of the Principal which may cause third party to be a marketer of the Principal. Either party may terminate this Agreement for any material breach of the Agreement that is not cured to the nonbreaching party’s satisfaction within 10 days of written notice that specifies the breach.
3. Effect of Termination. Upon termination of this Agreement, the Partner will cease all advertising, marketing and resale of SOCIFI and any services that incorporate SOCIFI or derivatives of SOCIFI in any way. Termination of this Agreement will not affect either party’s rights or obligations with respect to Products distributed by the Partner prior to the Effective date of termination.
4. Both Parties may terminate this Agreement at any time, without reason or explanation, by providing the other party at least 6 months prior written notice.
5. On expiration or termination of this Agreement for any reason, the Principal shall promptly pay all unpaid commissions due or to become due under this Agreement.
6. Post Termination: Following termination of this Agreement, except as otherwise expressly stated herein, all rights granted and obligations including payment of commission agreed herein shall immediately terminate.
7. Obligations under this Agreement which by their nature would continue beyond the termination, cancellation or expiration of this Agreement shall survive termination, cancellation or expiration of this Agreement.
8. No Liability for Termination. Neither party will be liable for any damages arising out of the termination of this Agreement in accordance with this Section 15. The Partner acknowledges and agrees that the Principal is not responsible for Partner’s dependence on revenues hereunder, and the Partner agrees to release, hold harmless and indemnify the Principal from any and all claims and liabilities relating to Partner’s revenues, financial forecasts or economic value that may result from termination by the Principal of this Agreement as permitted hereunder.
9. Survival. Expiration or termination of this Agreement will not relieve either Party from its obligations arising hereunder prior to such expiration or termination. Rights and obligations which by their nature should survive will remain in effect after termination or expiration of this Agreement.

17. FORCE MAJEURE

Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume. In the event the interruption of the excused Party’s obligations continues for a period in excess of fourteen (14) calendar days, either Party shall have the right to terminate this Agreement upon thirty (30) calendar days’ prior written notice to the other Party.

18. ASSIGNMENT

Neither this Agreement nor any rights or obligations of the Partner hereunder shall be assignable or transferable by the Partner, in whole or in part, by operation of law or otherwise, without the prior written consent of the Principal. Any attempted assignment, subcontract or other transfer of this Agreement or any of Partner’s rights or obligations hereunder will be void ab initio and will be considered a material breach of this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns. The Principal reserves the right to assign this Agreement to any party at its sole discretion, at any time.

19. NOTICES

Any notices or other communications required or permitted hereunder shall be in writing and personally delivered at the Principal’s business addresses designated at the beginning of this Agreement, or mailed by registered or certified mail, return receipt requested, postage prepaid, at the address set forth above, or to such other address or addresses as may be hereafter furnished by one party to the other party in compliance with the terms hereof. Notwithstanding the foregoing, the Principal may give notice of changes in Prices, SOCIFI descriptions, order procedures, delivery procedures and other routine events and procedures by way of printed or electronic materials, newsletter, or electronic mail.

20. GOVERNING LAWS; ATTORNEYS’ FEE

1. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
   • The number of arbitrators shall be one.
   • The language to be used in the arbitral proceedings shall be English.
   • The governing law of this Agreement and all amendments shall be the substantive law of England & Wales.
2. The London Court of International Arbitration shall have exclusive jurisdiction on the hearing of disputes.

21. EQUITABLE RELIEF

The Partner acknowledges that any breach or threatened breach of this Agreement involving an unauthorized use of Confidential Information or the Principal intellectual property will result in irreparable harm to the Principal for which damages would not be an adequate remedy, and therefore, in addition to its rights and remedies otherwise available at law, the Principal will be entitled to seek injunctive or other equitable relief, as appropriate, and the Partner hereby waives the right to require the Principal to post a bond. If the Principal seeks injunctive or other equitable relief in the event of a breach or threatened breach of this Agreement by the Partner involving an unauthorized use of Confidential Information or the Principal intellectual property, the Partner agrees that it will not allege in any such proceeding that Principal’s remedy at law is adequate. If the Principal seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will the Principal be deemed to have made an election of remedies.

22. ENTIRE AGREEMENT; WAIVER

This Agreement constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. The Principal reserves the sole right to modify or amend this Agreement. In the case that the Agreement is amended, the Principal agrees to provide notice to the Partner via electronic mail. If the Partner does not agree to the amendments, the Partner agrees to notify the Principal via electronic mail within 7 days of receiving the notification of the amendments. If no notice is provided to the Principal within 7 days, the Partner thereby acknowledges their Agreement to be bound by the amended Agreement. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either Party, their agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving Party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion. An integral and inseparable part of the Agreement are: 1. Terms & Conditions of use of the platform in the current version available here: http://www.socifi.com/en-GB/terms-and-conditions 2. Network Terms & Conditions in the current version available here: http://www.socifi.com/en-GB/network-terms-and-conditions

IN WITNESS WHEREOF, the Partner acknowledges that it will be bound by this Agreement in its entirety as of the Effective Date of being approved by Principal. Singatures to be substituted by electronic sign, proclamation or other implied action.