Partner Terms & Conditions

Scalafai Transformation Partners Program 
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‍These Transformation Partners Program Terms (the "Agreement") govern Partner's participation in the Scalafai Transformation Partners Program. By executing this Agreement, Partner agrees to be bound by these terms and Scalafai's Terms and Conditions at https://www.scalafai.com/policies/terms-conditions.

‍1. DEFINITIONS

1.1 Core Terms

‍"Affiliate" means an entity controlling, controlled by, or under common control with a party.

"Commission" means fees payable under the Direct Billing Model as specified in this Agreement.

"Confidential Information" means non-public information that is designated as confidential or should reasonably be understood as confidential.

"Customer" means an entity purchasing Safia through Partner.

"Customer Data" means information Customers submit to Safia."Partner Order Form" means a transaction document for Customer purchase of Safia.

"Partner Portal" means Scalafai's online platform for deal registration and program management."Safia" means Scalafai's Gen AI workflow platform.

"Scalafai Marks" means Scalafai's trademarks and brand assets.

‍1.2 Referenced DocumentsThis Agreement incorporates by reference Scalafai's Terms and Conditions (https://www.scalafai.com/policies/terms-conditions) and Privacy Policy (https://www.scalafai.com/policies/privacy).

‍2. PARTNER PROGRAM

2.1 Appointment. Scalafai grants Partner a non-exclusive right to participate in the Partner Program during the Term, subject to ongoing compliance. Partner Type and Authorized Territory are specified in the signature page.2.2 Restrictions. Partner shall not: (a) resell Safia except as permitted; (b) modify, reverse engineer, or create derivatives of Safia; (c) use Safia for competitive purposes; (d) share Scalafai IP with competitors; (e) misrepresent Safia or the partnership; or (f) circumvent usage limitations.

‍2.3 No Competition for Registered Deals. Scalafai shall not compete for properly registered opportunities during the 90-day protection period. If Scalafai closes such a deal, Partner receives the applicable commission.

‍3. PARTNER OBLIGATIONS

3.1 Conduct Standards. Partner shall:
- Comply with this Agreement and applicable laws
- Represent Scalafai professionally and accurately
- Complete required training and certifications (initial training provided at no cost by Scalafai; optional advanced certifications may be subject to fees; online training always provided at no cost)
- Meet performance standards specified below (with 60 days' notice of new requirements before implementation or termination for non-compliance)Maintain accurate records for 5 years.

‍Performance Standards: Partner shall respond to Customer inquiries within 24 business hours (unless otherwise specified), provide accurate information about Safia's capabilities and limitations, and escalate technical issues to Scalafai promptly.

‍3.1.1 Partner Code of Conduct. Partner shall:

(a) Ethical Business Practices: Conduct business with honesty and integrity; not engage in deceptive, fraudulent, or misleading practices; honor all commitments to Customers;
(b) Professional Representation: Maintain professional standards in all Customer interactions; respond promptly to inquiries; provide accurate information about Safia's capabilities and limitations;
(c) Conflicts of Interest: Avoid situations where personal or financial interests conflict with obligations to Scalafai or Customers; disclose any potential conflicts in writing within 5 business days of discovery;
(d) Gifts and Entertainment: Not offer or accept inappropriate gifts, payments, or favors that could influence business decisions; limit gifts to nominal value ($100 or less) consistent with local law;
(e) Fair Competition: Not disparage competitors; compete based on Safia's merits; not make false or misleading comparisons;
(f) Legal Compliance: Comply with all applicable laws including anti-bribery (Section 3.3), export control (Section 3.3), data protection (Section 7), employment, and tax laws;
(g) Reporting Violations: Promptly report suspected violations of law or this Agreement to Scalafai at [compliance@scalafai.com].

‍3.2 Customer Terms. Partner ensures Customers accept Scalafai's Terms and Conditions before accessing Safia. Partner represents that Customers have legally agreed to such terms and provides proof upon request within 48 hours. Scalafai's acceptance of a Partner Order Form and provisioning of service to Customer for more than 30 days without objection constitutes Scalafai's acknowledgment that Customer's acceptance of terms was adequate.

‍3.3 Compliance. Partner complies with:

‍Anti-Bribery: U.S. Foreign Corrupt Practices Act, U.K. Bribery Act, and similar laws. No payments shall constitute bribery, extortion, kickbacks, or improper inducements to any parties including Government Officials (defined as anyone working for or on behalf of government entities, government-owned companies, public international organizations, royal families, or political parties/candidates).

‍Export Control: U.S. Export Administration Regulations (15 CFR Part 730) and Office of Foreign Assets Control regulations (31 CFR Part 500). Partner represents neither it nor its Affiliates are on restricted party lists. Partner shall not use Safia in embargoed countries or export to restricted parties.

‍Data Protection: GDPR, CCPA, and applicable privacy laws.

‍3.4 Insurance. Partner maintains during the Term and 2 years after:
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‍Insurance Type: Minimum Coverage
- General Liability:  $1M per occurrence / $2M aggregate
- Professional Liability: $1M per claim and aggregate
- Cyber Liability: $1M (< 10 Safia accounts), $2M (10-50 Safia accounts), $5M (50+ Safia accounts)
- Workers' Compensation: As required by law

All policies (except Workers' Comp) name Scalafai as additional insured. Certificates required before performance begins with 30 days' notice of cancellation/changes. Scalafai may adjust cyber liability tier based on changes in Partner's customer account access levels with 30 days' notice.

‍3.5 Non-Solicitation. For 12 months after termination for cause (by Partner without cause or Scalafai for cause), Partner shall not solicit: (a) Program Customers to reduce/cancel Safia or buy competitive products; or (b) Scalafai employees Partner had contact with. Excludes pre-existing Customer relationships and termination by Scalafai without cause. Does not prohibit general job postings.

‍3.6 Audits. Scalafai may audit Partner's records annually during normal business hours with at least 10 business days' notice. Additional audits only if documented evidence of fraud, intentional misrepresentation, or material breach exists. If overpayment exceeds 10% or involves fraud, Partner reimburses overpayment plus audit costs within 30 days. For overpayments of 10% or less from unintentional errors, Partner reimburses only the overpayment.

‍3.7 Use of Subcontractors. Partner must notify Scalafai in writing and receive written approval before using any subcontractor to assist in performing obligations. Scalafai may accept or reject in its sole discretion. Partner remains fully responsible for all acts and omissions of approved subcontractors.

4. BILLING MODELS AND PAYMENT

4.1 Two Models Available

Direct Billing: Scalafai invoices Customers; Partner earns commissions per Section 4.3.

‍Reseller: Partner invoices Customers; Partner pays Scalafai wholesale pricing within 60 days; Partner retains margin.Model specified per Partner Order Form (default: Direct Billing).

‍4.2 Deal Registration. Partner registers opportunities via Partner Portal for 90-day protection. Scalafai routes inquiries from registered customers to Partner and shall not compete directly during protection period. Multi-partner disputes resolved by Partner Program Manager in good faith with written explanation within 10 business days. Priority to partner demonstrating earliest substantive engagement.

‍4.3 Commissions (Direct Billing Model)Partner earns commissions when: (a) Scalafai accepts Partner Order Form; (b) Customer passes credit approval (if applicable); (c) Scalafai receives Customer payment; and (d) Partner is in good standing.

Scalafai pays within 30 days of receiving Customer payment. Partner submits monthly invoices including transaction details, Customer names, Partner Order Form references, commission calculations, and tax information.

‍Commission Rates

Initial Sales:
- Year 1: 20% of monthly subscription actual value, paid monthly
- Year 2: 15% of monthly subscription actual value, paid monthly
- Years 3+: 10% of monthly subscription actual value, paid monthly

‍13th Month Transformation Bonus (Year 1 Only): When a Customer completes first year with Safia and plans to continue with no plan to reduce or stop service, Partner receives an extra month's commission calculated using average users per month over 12 months × average cost per user per month.

Commission rates may vary based on Partner Type and transaction size as specified in Partner Order Form. Commission rates may be adjusted if monthly subscription actual value is less than monthly subscription list price value.

‍Renewals: Partner receives renewal and expansion commissions at rates above while in good standing and maintaining Customer relationship. If Partner inactive, terminated, or no longer providing value to Customer relationship, renewal commissions cease at Customer's next renewal date.

‍Commission Clawback: Partner refunds prorated commission if within 90 days: (a) Customer cancels due to Partner fault (misrepresentation, failure to deliver services); (b) Customer doesn't pay Scalafai after reasonable collection efforts; (c) commission paid due to Partner fraud; or (d) Partner breach materially contributed to Customer dissatisfaction. Partner may request installment plans up to 90 days (not unreasonably denied). No clawback for product defects or Scalafai failures.

‍Overpayment: If Scalafai overpays for any reason, Partner reimburses within 30 days. Scalafai may offset against future payments.

‍4.4 Reseller Payments. Partner pays wholesale pricing within 60 days (partners in good standing). New partners or those not in good standing may have shorter terms. Partner responsible for complete billing information including purchase orders if required. Late payments accrue 1.5% monthly interest or maximum legal rate, plus collection costs including attorneys' fees. Account suspension after 10 days' overdue notice; suspension doesn't relieve payment obligations. Amounts non-cancellable and non-refundable unless otherwise provided.

‍4.5 Taxes. Each party responsible for own income taxes.

‍Reseller Model: Partner responsible for all sales, use, VAT, GST, and other indirect taxes on wholesale pricing (excluding taxes on Scalafai's net income). If withholding required, Partner pays additional amounts so Scalafai receives full invoiced amount. Partner provides documentation of taxes paid. Tax exemptions require proof upon Partner Order Form execution.

‍Direct Billing Model: Scalafai handles Customer taxes. Partner responsible for taxes on commissions. If Scalafai must withhold taxes from commissions, Scalafai withholds and provides documentation. Partner includes itemized indirect taxes on invoices to Scalafai if required to collect such taxes.Parties cooperate to minimize taxes and qualify for exemptions. Partner provides tax certifications upon request.

‍4.6 No Circumvention. Partner shall not: (a) encourage Customers to buy direct to avoid markup (Reseller); (b) register deals Partner didn't originate or materially contribute to; (c) split deals to manipulate tiers; or (d) misrepresent transactions to increase commissions. Violations constitute material breach causing commission forfeiture and termination.

‍4.7 Professional Services. For Professional Services by Partner to Customers (either model), payment terms per applicable statement of work or as agreed in writing.

‍5. INTELLECTUAL PROPERTY

5.1 Ownership. Scalafai owns Safia, Documentation, Scalafai Marks, and all related IP. Partner owns Partner Marks and pre-existing IP. Methodologies, templates, or materials Partner creates specifically for Safia implementation ("Partner Work Product") are jointly owned with unrestricted use rights. Partner grants Scalafai perpetual, irrevocable, royalty-free license to Partner Work Product incorporating or derived from Scalafai IP. Scalafai reserves all rights not expressly granted.

‍5.2 Protection. Partner promptly notifies Scalafai of suspected infringement of Scalafai IP and reasonably assists in enforcement.

‍5.3 License to Use Scalafai Marks. Scalafai grants Partner revocable license to use Scalafai Marks solely to promote Safia and Partner's program participation.

‍5.3.1 Brand Guidelines.
When using Scalafai Marks, Partner shall:
(a) Authorized Uses Only: Use Marks only to identify Partner as a Scalafai partner and to promote Safia; never imply endorsement of Partner's other products/services;
(b) No Modifications: Use Marks exactly as provided; do not alter colors, proportions, or design elements; do not combine with other logos without approval;
(c) Proper Spacing: Maintain clear space around Marks equal to the height of the "S" in Scalafai logo;
(d) Quality Standards: Use Marks only on professional, high-quality materials that reflect positively on Scalafai;
(e) Trademark Notices: Include "®" or "™" symbols as specified by Scalafai; include attribution statement: "[Partner Name] is an authorized partner of Scalafai, Inc.";
(f) Prohibited Uses: Do not use Marks: (i) as most prominent element on materials; (ii) in domain names or social media handles without approval; (iii) in ways suggesting joint venture or common ownership; (iv) on materials containing offensive, illegal, or inappropriate content;
(g) Approval Required: Obtain written approval before: (i) press releases mentioning Scalafai; (ii) co-branded materials; (iii) any use not explicitly permitted above.

Partner may download approved Mark files from the Partner Portal. Upon request, Partner shall provide samples of materials using Marks for Scalafai's review. If Scalafai determines materials don't meet standards, Partner shall cease use immediately. All use inures to Scalafai's benefit. Partner shall not register Scalafai Marks or similar marks. Partner executes documents requested to record Scalafai's ownership.

‍5.4 License to Use Partner Marks. Partner grants Scalafai license to identify Partner as program participant in marketing materials.

‍5.5 Publicity. No press releases or public announcements about this Agreement without prior written approval. Partner may identify as Scalafai partner per Brand Guidelines.

‍5.6 Feedback. Scalafai may use Partner feedback about Safia without compensation, provided use complies with Section 6.

‍6. CONFIDENTIALITY

6.1 Protection. Each party protects the other's Confidential Information (terms of Agreement, Safia technology/pricing, business plans, Customer information, employee/contractor information, business relationships) using reasonable care, discloses only to Representatives (employees, Affiliates, consultants, subcontractors, agents, advisors) with need-to-know under equivalent confidentiality, and uses only for Agreement purposes. Not reverse engineer, disassemble, or decompile. Parties may share Agreement with Affiliates for business purposes or with potential parties to bona fide fundraising, acquisition, or similar transactions under written non-disclosure no less protective than herein.

‍6.2 Exceptions. Excludes information that is: (a) public without breach; (b) known before disclosure; (c) independently developed without use of Confidential Information; or (d) lawfully received from third parties under no confidentiality obligation.

‍6.3 Required Disclosure. If compelled by law, provide advance notice to allow protective measures (if legally permitted). Furnish only required portion; cooperate with efforts to obtain confidential treatment. If part of civil proceedings where Disclosing Party is involved, Disclosing Party reimburses reasonable compilation costs.

‍6.4 Equitable Relief. Breach may cause irreparable harm. Disclosing Party entitled to injunctive relief without posting bond or proving damages, plus other remedies.

‍6.5 Return. Upon termination or request, return or certify destruction of all Confidential Information within 30 days. May retain copies required by law/regulation, subject to continued confidentiality.

‍7. DATA SECURITY AND PRIVACY7.1 Partner Responsibility. Partner is fully and ultimately responsible for the security and privacy of all Customer Data accessed, processed, or stored by Partner, its employees, subcontractors, or agents. Partner acknowledges it acts as data processor/subprocessor and bears sole responsibility for implementing and maintaining security measures adequate to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction.

‍7.2 Security Control Framework. Without limiting Partner's ultimate responsibility under Section 7.1, Partner's security program should address the following control categories. Partner determines specific implementations based on risk assessment:

‍7.2.1 Access ControlsImplement role-based access (least privilege principle)Require multi-factor authentication for Customer Data accessConduct regular access reviews (at least quarterly)Remove access immediately upon employee terminationMaintain audit logs of all access to Customer Data (retained for at least 1 year)

‍7.2.2 Data ProtectionEncrypt Customer Data at rest using industry-standard encryption (AES-256 or equivalent)Encrypt data in transit using TLS 1.2 or higherImplement secure data backup and recovery proceduresSegregate Customer Data from other data where feasible

‍7.2.3 Network and Infrastructure SecurityDeploy and maintain firewallsImplement intrusion detection/prevention systems (for partners accessing 10+ accounts)Conduct vulnerability scans at least quarterlyApply security patches within 30 days of release for critical vulnerabilities

‍7.2.4 Personnel SecurityConduct background checks on employees with Customer Data access (consistent with applicable law)Provide security awareness training at least annuallyRequire employees to sign confidentiality agreementsImplement clean desk and screen lock policies

‍7.2.5 Incident ResponseMaintain documented incident response planDesignate 24/7 security incident contactsTest incident response procedures at least annuallyPreserve evidence and logs related to security incidents

‍7.2.6 Vendor Management (for partners using subcontractors)Vet subcontractors for security capabilities before engagementRequire contractual security commitments equivalent to this AgreementMonitor subcontractor complianceMaintain current list of all subcontractors with Customer Data access

‍7.2.7 Physical Security (if applicable)Control physical access to facilities containing Customer DataUse badge/keycard systems for sensitive areasMonitor and log physical accessImplement visitor management procedures

‍7.2.8 Security AssessmentsPartners accessing fewer than 10 accounts should conduct:Quarterly internal vulnerability scansAnnual self-assessment against this frameworkPartners accessing 10-50 accounts should conduct:Monthly vulnerability scansAnnual third-party vulnerability assessmentPartners accessing 50+ accounts or Premier partners should conduct:Continuous vulnerability monitoringAnnual third-party penetration testingMaintain SOC 2 Type II, ISO 27001, or equivalent certification

‍7.2.9 DocumentationMaintain written information security policies covering all areas aboveUpdate policies at least annuallyMake policies accessible to all relevant personnelPartner acknowledges that implementing these controls does not guarantee adequate security and does not limit Partner's liability under Section 7.1, 7.4, or 10.1. Partner remains solely responsible for determining what security measures are appropriate for Partner's specific environment and must implement additional controls as necessary based on risk assessment, applicable laws, and industry standards.

‍7.3 Partner's Data Processing Obligations. Partner's processing of Customer Data governed by Scalafai's Privacy Policy (https://www.scalafai.com/policies/privacy), applicable data protection laws (GDPR, CCPA, other regional regulations), and this Agreement. Partner shall:(a) Process Customer Data only as necessary to provide services and per Scalafai's documented instructions;(b) Not disclose Customer Data except as compelled by law (with prompt notice to Scalafai if permitted) or expressly permitted in writing by Customer;(c) Not access or modify Customer Data except to: (i) provide authorized services; (ii) prevent or address technical problems; or (iii) as authorized by Customer;(d) Not use Customer Data to promote Partner's products/services without explicit written Customer-Partner agreement; and(e) Not transfer, sell, or share Customer Data except with approved subprocessors bound by equivalent obligations.

‍7.4 Data Breach Notification and Response.Partner notifies Scalafai promptly, no later than 48 business hours, upon becoming aware of: (a) unauthorized access to, use of, or disclosure of Customer Data; (b) security incident affecting systems processing/storing Customer Data; or (c) event compromising Customer Data security.Initial notification by email and telephone to Scalafai's designated security contacts with all available information. Written report within 72 hours containing: incident timeline, affected data types/volume, root cause analysis (preliminary or final), immediate remediation, long-term plan, and prevention steps.Partner fully cooperates with Scalafai's investigation, implements remediation as reasonably directed, and preserves evidence. Partner responsible for all data breach costs including response, notification, remediation, regulatory fines, notification costs, credit monitoring, legal fees, and reputational harm. Breach may result in immediate termination. Partner bears full liability for all resulting damages, costs, and losses.

‍7.5 Security Audits. Beyond Section 3.6, Scalafai may with reasonable notice (or without notice if suspected breach):(a) Conduct security audits of Partner's facilities, systems, and processes;(b) Request security certifications, assessment reports, and documentation;(c) Require security questionnaires and assessments; and(d) Engage third-party auditors at Partner's expense if deficiencies found.Partner cooperates fully and remediates per Scalafai's reasonably specified timeframes. Partner responsible for remediation and re-audit costs.

‍7.6 Data Retention and Deletion.Upon termination or upon Customer's/Scalafai's request, Partner shall:(a) Return all Customer Data in format reasonably requested; and(b) Securely delete all Customer Data from production systems within 30 days and backup/archive systems within 90 days using unrecoverable deletion methods, except legally required retention (which remains subject to Section 6 confidentiality).Partner provides written certification upon request. Partner responsible for complete, secure deletion.

‍7.7 Subprocessors. Partner maintains current list of all subprocessors with Customer Data access; provides to Scalafai upon request. Notify Scalafai 30 days before engaging new subprocessors. Scalafai may object on reasonable grounds. Partner fully responsible and liable for subprocessor acts/omissions as if Partner's own.

‍7.8 Data Localization. Partner shall not transfer, store, or process Customer Data outside Authorized Territory without Scalafai's prior written consent unless required by applicable law. Partner responsible for data localization law compliance.

‍8. TERM AND TERMINATION

8.1 Term. 12-month initial term, auto-renews annually unless either party provides 30 days' non-renewal notice before end of then-current term.

‍8.2 Termination for Cause. Either party may terminate: (a) with 30 days' written notice for material breach if uncured within notice period; or (b) immediately upon written notice if other party: (i) commits material, non-curable breach (including confidentiality or IP breaches); (ii) breaches Sections 3 or 7; (iii) ceases business operations or becomes subject to insolvency proceedings not dismissed within 60 days; (iv) publicly announces or notifies agreement to acquire or be acquired by other party's competitor; (v) commits fraud or misrepresentation; (vi) becomes target of government investigation/prosecution for alleged law violations; or (vii) fails to maintain required insurance under Section 3.4.

‍8.3 Termination for Convenience. Scalafai may terminate upon 30 days' written notice for any or no reason.

‍8.4 Effect of Termination

Immediate Effects:
- All rights granted to Partner terminatePartner ceases use of Scalafai Marks, Safia, and Confidential Information
- Partner ceases representing itself as Scalafai partner
- Outstanding payment obligations survive and remain due
- Return/delete Confidential Information per Section 6.5
- Return/delete Customer Data per Section 7.6
- Each party returns/destroys materials containing other party's IP

‍Customer Transition:
- Partner cooperates in good faith to transition
- Customer relationships to Scalafai or designee
- Provides all necessary Customer information, documentation, and access for smooth transitions

‍For in-progress implementations/projects:
- If termination by Partner without cause or Scalafai for cause: Partner completes work at no additional cost to Customer or Scalafai, or transitions work to Scalafai/designee with full documentation and knowledge transfer
- If termination by Scalafai without cause: Scalafai compensates Partner for work completed to date at applicable statement of work rates plus reasonable wind-down costs; Partner transitions work to Scalafai/designee with full documentation and knowledge transfer
- Partner shall not interfere with Customer relationships or discourage Customers from continuing with Scalafai
- If requested by Scalafai, provide up to 60 days transition support at Partner's standard professional services rates or rates specified below (whichever lower), minimum $150/hour for senior consultants

‍Commissions:
- If termination by Scalafai without cause or Partner for cause: Partner receives commissions for all transactions completed and paid before termination
- If termination by Scalafai for cause: Scalafai may withhold commissions directly related to breach/misconduct giving rise to termination
- If termination by Partner without cause: Partner forfeits commissions not yet paid as of termination date

‍8.5 Survival. Sections 3.5 (Records), 3.6 (Audit), 3.4 (Insurance - for 2 years), 3.5 (Non-Solicitation - per its terms), 4.3 (Commission Clawback), 5.1 (No Transfer of IP), 5.1 (Scalafai Ownership), 5.1 (Partner Work Product), 6 (Confidentiality), 7 (Data Security and Privacy), 8.4 (Effect of Termination), 9 (Warranties), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General Provisions) survive termination indefinitely or per their terms.

‍8.6 No Refund. Except as required by law, termination doesn't entitle Partner to refund of fees paid to Scalafai.

‍9. WARRANTIES

9.1 Partner Warranties. Partner represents, warrants, and covenants: (a) has legal power and authority to enter and perform obligations; (b) this Agreement legally binding and enforceable against Partner; (c) has obtained all necessary licenses, authorizations, and permits; (d) will perform services in timely, professional, workmanlike manner per highest applicable industry standards and all Scalafai standards/policies; (e) will not make representations/warranties to Customers purporting to be by/on behalf of Scalafai or produce misleading materials about Scalafai/Safia; (f) will provide own products/services to Customers with promptness/diligence in professional manner per industry standards; (g) not entering for benchmarking/competitive purposes; (h) will comply with all applicable laws/rules/regulations; (i) will not share Customer Data, Safia content, or Scalafai Confidential Information with Scalafai competitors; (j) has required insurance per Section 3.4; (k) performance won't infringe third-party IP Rights; (l) all information provided to Scalafai is accurate and complete.

‍9.2 Scalafai Warranty. Scalafai represents and warrants: (a) has legal power and authority to enter Agreement; (b) will comply with applicable laws in performing obligations; (c) Safia will substantially conform to Documentation during Subscription Term.

‍9.3 DISCLAIMER. EXCEPT SECTION 9.2, SCALAFAI MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING SAFIA, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SCALAFAI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO MAXIMUM EXTENT PERMITTED BY LAW. SAFIA PROVIDED "AS IS" AND "AS AVAILABLE." SCALAFAI DOESN'T WARRANT SAFIA WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. SCALAFAI NOT LIABLE TO PARTNER FOR ANY CLAIM, LOSS, OR DAMAGE ARISING FROM SAFIA OPERATION OR AVAILABILITY. ANY WARRANTIES EXTEND SOLELY TO PARTNER AND NOT TRANSFERABLE TO CUSTOMERS OR OTHER THIRD PARTIES.

‍10. INDEMNIFICATION

10.1 By Partner. Partner shall defend, indemnify, and hold harmless Scalafai and its officers, directors, employees, representatives, agents, and Affiliates ("Scalafai Indemnified Parties") from third-party claims, demands, suits, or proceedings, and resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees), to extent arising from or relating to: (a) allegations Partner's products/services/materials, or data Partner puts in Safia, infringes third-party IP Rights or otherwise harms third party; (b) representations/promises Partner made to third parties; (c) Partner's breach/alleged breach of Agreement (Sections 3, 6, 7); (d) Partner's conduct in marketing/reselling/servicing Safia; (e) Partner's violation of applicable laws (data protection, privacy, export, anti-corruption); (f) Partner negligence/willful misconduct/fraud; (g) data breaches/security incidents Partner caused; (h) Partner's misuse/unauthorized disclosure of Customer Data; or (i) claims by Partner employees/contractors/subcontractors.

‍10.2 By Scalafai. Scalafai shall defend, indemnify, and hold harmless Partner and its officers, directors, employees, representatives, agents, and Affiliates ("Partner Indemnified Parties") from third-party claims, demands, suits, or proceedings, and resulting losses, liabilities, damages, costs, or expenses (including reasonable attorneys' fees), to extent arising from or relating to allegations that Safia as provided under Agreement infringes patent or copyright ("IP Claim").

‍10.3 Remedies for IP Claims. For IP Claims, Scalafai may at its option: (a) contest IP Claim; (b) obtain permission for Partner's/Customer's continued Safia use; (c) replace/modify Safia to provide substantially similar functionality without infringement; or (d) terminate Partner's and/or Customer's Safia access upon 60 days' notice and provide prorated refund of prepaid subscription fees. Scalafai has no responsibility for IP Claims based on: (i) non-Scalafai products/services; (ii) items not provided by Scalafai; (iii) Safia use with unauthorized products; (iv) Safia modifications not by Scalafai; (v) Partner's/Customer's materials/content; or (vi) Safia use violating applicable laws or Agreement.

‍10.4 Process. Indemnified Party must: (a) promptly notify indemnifying Party in writing (failure to notify won't relieve obligations except to extent prejudiced by delay); (b) provide information/assistance reasonably requested; (c) allow indemnifying Party to control defense and settlement, including mitigation efforts. Indemnified Party may participate with own counsel at own expense. Indemnifying Party shall not settle admitting Indemnified Party's fault or imposing obligations on Indemnified Party without Indemnified Party's prior written consent.

‍10.5 Exclusive Remedy. This Section states each Party's entire liability and other Party's exclusive remedy for covered third-party claims.

‍11. LIABILITY LIMITS

11.1 Cap. TO EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY, TOGETHER WITH ALL AFFILIATES, FOR ALL CLAIMS ARISING FROM OR RELATED TO AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED TOTAL FEES PAID OR PAYABLE UNDER AGREEMENT IN 12 MONTHS PRECEDING FIRST EVENT GIVING RISE TO LIABILITY.

‍11.2 Excluded Damages. IN NO EVENT SHALL EITHER PARTY OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS (DIRECT OR INDIRECT), LOST REVENUE, LOST DATA, LOST BUSINESS, LOSS OF USE, SERVICE INTERRUPTION, BUSINESS VALUE, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF ADVISED OF POSSIBILITY OR SUCH DAMAGES FORESEEABLE.

‍11.3 Exceptions. Limitations in Sections 11.1 and 11.2 don't apply to: (a) Section 4 payment obligations; (b) Section 10 indemnification; (c) Sections 3, 6, 7 breaches; (d) violations of other Party's IP Rights; (e) damages arising from gross negligence, willful misconduct, or fraud; (f) claims that cannot be limited by applicable law; or (g) Section 3.4 insurance obligations.

‍11.4 Basis of Bargain. Parties acknowledge limitations in this Section 11 are essential elements of basis of bargain between Parties and Scalafai wouldn't enter Agreement absent these limitations.

‍12. GENERAL

12.1 Governing Law. Delaware law governs without regard to conflicts of law principles. Exclusive jurisdiction: Wilmington, Delaware state and federal courts. Each Party irrevocably consents to such jurisdiction and venue and waives objections based on inconvenient forum.

‍12.2 Dispute Resolution. Before litigation, Parties attempt resolution through good faith negotiations. Either Party initiates by providing written notice describing dispute. Senior executives from each Party meet (in person or virtually) within 15 days of notice to attempt resolution. If unresolved within 30 days of initial notice, either Party may proceed with litigation.

‍12.3 Force Majeure. Neither Party liable for delays/non-performance due to causes beyond reasonable control, including acts of God, war, terrorism, riots, embargoes, acts of civil/military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials ("Force Majeure Event"). Affected Party promptly notifies other Party and uses commercially reasonable efforts to mitigate effects. If Force Majeure Event continues more than 60 days, either Party may terminate upon written notice.

‍12.4 Notices.All notices must be in writing sent to addresses below unless Party designates different address in writing.Notices deemed given when: (a) personally delivered; (b) sent by confirmed electronic mail; (c) one business day after deposit with nationally recognized overnight courier; or (d) five business days after deposit in mail, postage prepaid, certified or registered mail, return receipt requested.

To Scalafai:
1606 Headway Cir
Suite 9601
Austin, TX 78754
‍
Attention: Legal DepartmentEmail: legal@scalafai.com
Copy: partners@scalafai.com

‍12.5 Entire Agreement. This Agreement and incorporated documents (Scalafai's Terms and Conditions and Privacy Policy) constitute the entire agreement, superseding all prior agreements, proposals, representations, negotiations, or communications, written or oral, concerning subject matter. No terms stated in any Partner Order Form, invoice, or other document incorporated into or form any part of Agreement; all such terms null and void.

‍12.6 Amendments. No modification, amendment, or waiver effective unless in writing signed by authorized representatives of both Parties. Notwithstanding foregoing, Scalafai may update commission rates, Partner Types, performance standards, and security requirements by providing 30 days' written notice to Partner. Updated terms become effective 30 days after notice unless Partner objects in writing within such period. If Partner objects, Scalafai may terminate Agreement upon notice.

‍12.7 Assignment. Neither Party may assign, transfer, or delegate Agreement or any rights/obligations without other Party's prior written consent, not unreasonably withheld or delayed. Any attempted assignment without consent is void. Notwithstanding foregoing, either Party may assign without consent to Affiliate or in connection with merger, acquisition, reorganization, or sale of all/substantially all assets or stock. Partner may not assign to any Scalafai competitor without Scalafai's express written consent. Agreement binding upon and inures to benefit of Parties and respective permitted successors and assigns.

‍12.8 Subcontracting. Partner's use of subcontractors subject to Section 3.7. Partner remains fully responsible for performance and compliance of all subcontractors.

‍12.9 Third-Party Beneficiaries. Agreement solely for benefit of Parties and permitted successors/assigns. No third-party beneficiaries, express or implied.

‍12.10 Severability. If any provision held invalid, illegal, or unenforceable by court of competent jurisdiction, such provision modified to minimum extent necessary to make valid and enforceable, or if cannot be modified, severed. Remaining provisions remain in full force and effect.

‍12.11 No Waiver. No waiver of any provision deemed or constitute waiver of any other provision, nor constitute continuing waiver. Party's failure to enforce any provision doesn't constitute waiver of right to enforce such provision or any other provision in future.

‍12.12 Counterparts and Electronic Signatures. Agreement may be executed in one or more counterparts, each deemed original and all together constitute one instrument. Execution may be by facsimile or electronic signature (including DocuSign, Adobe Sign, or similar services) having same force and effect as original signatures.

‍12.13 Headings. Section headings for convenience only; shall not affect interpretation.

‍12.14 Interpretation. In interpreting Agreement: (a) "including" means "including without limitation"; (b) "or" not exclusive; (c) "shall" and "will" mandatory; (d) "may" permissive; (e) singular includes plural and vice versa; (f) ambiguities not construed against drafter.

‍12.15 Independent Contractors. Nothing creates partnership, joint venture, employment, or agency relationship. Neither Party has authority to bind other or incur obligations on other's behalf except as expressly provided.

‍12.16 Publicity. Unless requested otherwise with prior written notice, either Party may use other Party's name, logos, or trademarks in publicity materials, press releases, or advertising per Brand Guidelines in Section 5.3.1.

‍12.17 Legal Compliance. Each Party complies with all applicable laws and regulations in performing obligations.

‍12.18 Export Compliance. Partner acknowledges Safia subject to U.S. export control laws. Partner complies with all applicable export and import laws and shall not export, re-export, or transfer Safia or technical data derived therefrom except in compliance with such laws.

‍12.19 Government Contracts. If Partner resells Safia to U.S. government entities, Partner acknowledges Safia is "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212 and DFARS 227.7202, and government's rights limited to those expressly granted in Scalafai's Terms and Conditions.

‍12.20 Language. Agreement executed in English, controlling language for all purposes. Any translation for convenience only.

‍12.21 Costs and Attorneys' Fees. In any action to enforce Agreement, prevailing Party entitled to recover reasonable costs and attorneys' fees.

‍12.22 No Implied Rights. All rights not expressly granted reserved. No implied licenses or rights granted.

‍12.23 Survival. Any provision that by nature should survive termination or expiration shall survive, including Sections 3.5, 3.6, 3.4 (for 2 years), 3.5, 4.3, 5.1, 6, 7, 8.4, 8.5, 9, 10, 11, and 12.