This Partnership Terms & Condition (hereinafter called “T&C”) is entered into by and between "KTern Partner" and KTern – An Independent Product Division of Kaar Technologies, Inc. (hereinafter called "KTern"), with principal office at #607, 4100 Spring Valley Road, TX 75244, USA. The KTern Partner and KTern are hereinafter also referred to individually as “Party” and collectively as “Parties”.

If a KTern Partner refers a client, and if that client purchases KTern products and/or services, only then the KTern Partner will be eligible to claim the Referral Benefit of a 30% revenue share from the revenue generated by KTern with respect to that specific client. The billing, invoicing, and payment conditions of the KTern Partner who referred the client would be followed by KTern to pay the Referral Benefit to the KTern Partner.

KTern Partner’s Affiliate(s) may participate in a Program only upon signing a separate KTern Partner Program T&C. "Affiliate" means an entity that owns or controls, is owned or controlled by, or is under common control or ownership with a Party, where "control" is the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

Partner may participate in the Program(s) only in the Territories mutually agreed by KTern and the KTern Partner. KTern and KTern Partner may elect to expand the Territory, add Affiliates, and/or establish different terms and conditions (e.g. currency, taxes, entities, etc.) by mutual T&C.

If the KTern Partner wishes to acquire KTern Products and/or Services during the Term and for at least two (2) years thereafter, the KTern Partner will keep and maintain commercially reasonable written records regarding the KTern Partner’s use and distribution of the KTern Products and Services and business activities related to the Program(s) ("Records"). KTern may, at its own expense, verify the Records to determine the KTern Partner’s compliance with this T&C. This verification may take the form of requests for related information, documents or records (to which the KTern Partner will respond promptly), on-site visits (for which the KTern Partner shall grant KTern the requisite access), or both. The Parties will act reasonably and cooperate with each other in respect of such verifications. Any on-site visit will occur during regular business hours and will not interfere unreasonably with the KTern Partner’s business. For an on-site visit, KTern will give the KTern Partner at least fifteen (15) day’s prior written notice.

6. 1 The term "KTern Marks" means trademarks owned by KTern or a KTern Affiliate that are set forth in an applicable Program. KTern grants the KTern Partner a non-exclusive, non-transferable, royalty-free, revocable license in the Territory and during the Term to use the KTern Marks solely in connection with the marketing and distribution of KTern Products and/or Services as permitted in this T&C, without the right to sublicense. The KTern Partner agrees to use KTern Marks only as stated in this T&C and follow the standards of quality established by KTern in a Program (the "KTern Trademark Guidelines"). Any other use of KTern Marks is not permitted. The KTern Partner will provide KTern with representative samples of the use of KTern Marks within any material including web pages, marketing, advertising, promotions, and collaterals ("Promotional Materials").

6.2 The KTern Partner may obtain appropriate copies of KTern Marks electronically from KTern. The KTern Partner may only use the KTern product certification Marks in association with the KTern Partner products that are certified with KTern Products. The KTern Partner may only use the KTern Marks identified for this Program and may not use the KTern name, the KTern logo, or any other KTern trade name, trademark, or logo.

6.3 All goodwill created by the use of KTern Marks by the KTern Partner is for the sole benefit of and accrues to KTern. The KTern Partner acquires no right, title, or interest in KTern Marks or the goodwill associated with them, other than the right to use KTern Marks in accordance with this T&C. The KTern Partner will not challenge the validity of KTern Marks, nor assist anyone in challenging their validity. The KTern Partner agrees not to make an application to register any KTern Mark or any domain names containing a KTern Mark, and not to use or register any trade name, trademark, service mark, slogan, logo, or domain name that is confusingly similar to, or a reference to, any KTern trade name, trademark or service mark during or after the Term of this T&C. The KTern Partner may not disparage KTern, KTern Marks or KTern Products and Services.

7. 1 KTern reserves all rights not expressly granted in this T&C and all rights not expressly granted to the KTern Products and Services (including rights under any trademarks, copyrights, patents or other intellectual property of KTern). The KTern Partner will not use KTern Products or Services to create an offering competitive with KTern, directly or indirectly, or, unless specifically permitted in this T&C, for the benefit of any other person or entity or permit any third party to make such use. If KTern determines that any of the KTern Products or Services is being used (in whole or in part) by the KTern Partner in any way to

1. avoid paying fees that would otherwise be due hereunder,
2. provide Services to third parties outside of the scope of a Program or
3. create revenue without payment of fees to KTern for KTern Products or Services,

KTern may immediately suspend performance and/or terminate this T&C and any Program and reserves its rights to exercise any and all legal and equitable remedies available to it.

7.2 For each KTern Product (or Partner product that incorporates a KTern Product or Service, in whole or in part) that the KTern Partner sells to an End User under a Program, the respective Partner shall purchase the equivalent KTern Product with respect to such conditions as the term and support level. For example, if the End User purchases a KTern Product from Partner for a duration of one year, Partner shall purchase a KTern Product from KTern for one year. Similarly, Partner is only authorized to resell the complete KTern Product it purchased and is not permitted to decouple the KTern Product or sell it in parts. For example, The KTern Partner will not purchase a one-year KTern Product from KTern and then break it into multiple shorter increments of time for resale. The KTern Partner will work with KTern to ensure that its resale of KTern Products to End Users is consistent with the terms for the KTern Products purchased.

Without limiting the generality of Sections 7.1 or 7.2 above, The KTern Partner agrees:

1. not to modify the KTern Products or Services in any manner unless agreed to by KTern in writing and
2. not to use or resell the KTern Products or Services in any manner or for any purpose not permitted by this T&C, including, without limitation, for The KTern Partner's own internal or production use, other than as may be expressly permitted in the applicable Program or by any applicable mandatory rule of law.

7.3 For certain Programs and only during the term of the Program, KTern may provide The KTern Partner with access to non-production, evaluation, development kits, and/or not for resale (aka “NFR”) KTern Products for the sole purpose of testing and/or supporting its the KTern Partners and/or End Users on issues related to The KTern Partner’s rights and obligations hereunder. Should The KTern Partner resell or use its access to such KTern Products for The KTern Partner’s own internal or production use other than as expressly permitted in the applicable Program, The KTern Partner agrees to purchase the appropriate KTern Product(s) under KTern’s standard terms for such resale and/or use, and to pay the applicable fee for all periods. This T&C establishes the rights and obligations associated with KTern’s Programs, Products, and Services, and is not intended to limit The KTern Partner’s rights to software code under the terms of an open-source license.

The KTern Partner agrees that all trade name, trademark, service mark, copyright, patent, trade secret, domain name, and all other intellectual and industrial property rights anywhere in the world, including moral rights, and all applications, provisional applications, registrations, continuations and renewals thereof, and all associated goodwill (present or future) in and to the KTern Products and Services, are and will, as among the Parties, be owned by and vested in KTern or its licensors, notwithstanding any use of terms such as "purchase," "sale" or the like within this T&C. KTern may provide access to third-party software programs with the KTern Software that are not part of the KTern Software. These third-party programs are

1. not required to run the KTern Software
2. provided as a convenience, and
3. subject to their own license terms. The license terms accompany the third-party software programs. If The KTern Partner does not agree to abide by the license terms for the third party software programs, then The KTern Partner may not install, use or distribute them.

9.1 General Representations and Warranties

KTern represents and warrants that:

1. the Services will be performed in a professional and workmanlike manner by qualified personnel;
2. it has the authority to enter into this T&C with the KTern Partner; and
3. to KTern’s knowledge, KTern branded Software does not, at the time of delivery to the KTern Partner, include malicious code for the purpose of damaging or corrupting the Software.

9.2 Disclaimer of Warranties

Except as set forth in section 9.1 above, to the maximum extent permitted by applicable law, the KTern products and services are provided "as is" and without warranties or conditions of any kind, including implied warranties of merchantability, non-infringement, and fitness for a particular purpose. The KTern Partner will make no representations or warranties on behalf of KTern regarding the KTern Products or Services in connection with the distribution of the KTern Products or Services or otherwise.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law, for all events and circumstances, KTern’s and its affiliates’ aggregate and cumulative liability to the KTern Partner and its affiliates arising out of or relating to this T&C and any order form hereunder, including without limitation on account of performance or non-performance of obligations, regardless of the form of the cause of action, whether in contract, tort (including, without limitation, negligence), statute or otherwise will be limited to direct damages and will not exceed the total amount paid to KTern and its affiliates by the KTern Partner and its affiliates under this T&C during the twelve (12) months preceding the first event giving rise to liability for the KTern product or service that is the subject matter of the claim or US Dollars 5,000.00, whichever is greater. The foregoing limitation shall not apply to claims for bodily injury (including death) and damage to tangible personal property caused by the negligence of KTern or its employees.

9.4 Disclaimer of damages

Notwithstanding anything to the contrary contained in this T&C or any order form, to the maximum extent permitted by applicable law, in no event will KTern or its affiliates be liable to the KTern Partner or its affiliates for any claim based upon a third party claim; any incidental, consequential, special, indirect, exemplary or punitive damages, whether arising in tort, contract, or otherwise; or for any damages arising out of or in connection with any malfunctions, delays, loss of data, lost profits, lost savings, interruption of service, loss of business or anticipatory profits, even if KTern or its affiliates have been advised of the possibility of such damages. Without limiting the generality of the foregoing disclaimer, KTern Products and Services are not specifically designed, manufactured, or intended for use in

1. the planning, construction, maintenance, control, or direct operation of nuclear facilities,
2. aircraft navigation, control or communication systems, weapons systems or
3. direct life support systems.

The KTern Partner agrees it is solely responsible for results obtained from the use of KTern Products and Services.

10.1 Publicity.

The KTern Partner will keep confidential and will not disclose, market or advertise to third parties the terms of this T&C (including the fees paid for any Order Form). The KTern Partner or KTern may reference its relationship with others, in the normal course of business including during earnings announcements or calls, discussions with analysts, meetings with the press, customer briefings, general marketing activities, and in regulatory filings. Neither Party will issue formal press releases or other similar activities referencing the other Party without the written consent of the other Party.

10.2 Confidential Information

The Parties agree that Confidential Information provided under this T&C will be held and maintained in confidence and each Party will use at least the same degree of care to protect such Confidential Information that it uses to protect its own confidential information but in no event less than reasonable care. The recipient may use Confidential Information of the other Party only for the purposes of exercising its rights and fulfilling its obligations under this T&C. Confidential Information may be disclosed only to Affiliates, employees, agents, and contractors with a need to know, and to its auditors and legal counsel, provided in each case they are under a written obligation or legal duty to keep such information confidential using standards of confidentiality no less restrictive than those required by this T&C. "Confidential Information" means all information and materials disclosed by either Party to the other during the Term that is either marked confidential or, by the nature of the information or the circumstances surrounding its disclosure, would reasonably be considered confidential. Confidential Information does not include information that

1. is or later becomes publicly available without breach of this T&C, or is disclosed by the disclosing Party without obligation of confidentiality;
2. is known to recipient at time of disclosure by disclosing Party without obligation of confidentiality;
3. is independently developed by the recipient without use of the Confidential Information;
4. becomes lawfully known or available to the recipient without restriction from a source having the lawful right to disclose the information;
5. is generally known or easily ascertainable by parties of ordinary skill in the business of the recipient; or
6. is software code in either object code or source code form that is licensed under an open-source license.

Except in relation to the KTern Partner's obligations pursuant to Section 10.1, both Parties agree that obligations of confidentiality will exist for a period of two (2) years following initial disclosure of the particular Confidential Information and for a period of one (1) year upon termination/expiry of this T&C.

10.3 Privacy

The KTern Partner acknowledges that any use of personal information (as that term is defined in the Privacy Act 1993) is consistent with KTern’s privacy policy from time to time, which is described at https://ktern.com/privacy-policy.

“KTern Product(s)” means Software (including, without limitation, any pre-release versions) obtained from KTern, directly or indirectly. “Software” means KTern branded software provided by KTern and/or its Affiliates including all modifications, additions, or further enhancements, in each case, which is delivered by or obtained from KTern, directly or via a third party, and in either binary or source code form or recompiled from source files which are obtained from KTern, directly or via a third party. ”Updates” mean software fixes, upgrades, enhancements, additions, corrections, and modifications, if and when available. KTern and the KTern Partner are collectively referred to as the "Parties"/ “Partners” and may be referred to individually as a "Party" / “Partner”. The KTern Partner’s use of the KTern Products is subject to the terms and conditions of the T&C including the applicable End User License T&C. Merely removing the KTern Marks does not change the fact that it is Software obtained from KTern nor does it eliminate any payment or other obligations to KTern.

Upon acceptance by KTern into the Program, the KTern Partner may certify to KTern that the KTern Partner Products are interoperable and supported with KTern Products (such Partner Products may be described as “KTern Certified” or “Certified”). For Certified Partner Products, The KTern Partner will conduct ongoing testing of Partner Products to validate interoperability with the relevant KTern Product(s). The KTern Partner will also ensure that its staff has sufficient technical knowledge to support Certified Partner Products running in combination with the applicable KTern Product(s). To facilitate such support, The KTern Partner may purchase Developer Support subscriptions from KTern which will entitle The KTern Partner’s developers to obtain technical support related to development issues from KTern. Notwithstanding any assistance from KTern with development issues, The KTern Partner is solely responsible for the development and technical support of Partner Products.

In addition to Section 12 above, KTern has established certain criteria (the "Listing Criteria"), to which The KTern Partner and Certified Partner Products must abide by in order for such Certified Partner Product to be considered as KTern Certified with a particular KTern Product and listed in the KTern Certified Catalog. For purposes of this T&C, a Partner Product that adheres to the Listing Criteria is referred to as ”Certified". With respect to each Certified Partner Product, the KTern Partner confirms that the Partner will

1. make each Certified Partner Product generally available to the market, and
2. provide support related to each Certified Partner Product to End Users running the Certified Partner Product with the applicable KTern Product(s) (subject to the KTern Partner’s associated support T&Cs with End Users). In the event that the KTern Partner fails to support an End User running a Certified Partner Product with the applicable KTern Product, KTern may, in its sole discretion, remove such Partner Product from the KTern Certified Catalog and require that the KTern Partner immediately cease use of the associated KTern certification Mark with respect to such application.

While the KTern Partner is a participant in the Program, KTern will provide the respective partner with certain benefits, which may be revised from time to time at KTern’s sole discretion.

Subject to terms and conditions of the Partner T&C, including but not limited to Section 9, Additional Requirements, and this T&C, KTern grants to the KTern Partner, and the respective partner accepts, a non-exclusive, non-transferable right during the Program Term to access and use KTern Products solely to support the KTern Partner’s efforts to

1. test interoperability of the KTern Partner Products with applicable KTern Products and

2. support End Users on issues related to the interoperability of Certified Partner Products with KTern’s Products. If the KTern Partner uses KTern Products in a production environment or for any other purpose, the KTern Partner agrees to purchase the applicable support subscriptions at KTern’s standard fees that entitle the KTern Partner to receive production support.

KTern may make certain pre-release versions (e.g. beta versions) of KTern Products available to all participants under this Program to allow the KTern Partner to prepare to integrate and support such versions if and when they become generally available to KTern’s customers. Additionally, KTern may, at its sole discretion, work with one or more the KTern Partners regarding certain KTern Products and/or technology components on possible technology directions, areas of integration and/or potential product features. Such collaboration may result in online seminars, public promotions, references, launch activities and/or other marketing activities.

The KTern Partner agrees to provide to KTern

1. accurate and current account and contact information,
2. The KTern Partner’s electronic logo,
3. accurate and current product information relative to any certified product listing and

The KTern Partner agrees to use commercially reasonable efforts to maintain KTern certifications with each new version of the KTern Products, if and when, they become available.

This program and the authorization granted hereunder begin on the Effective Date and continue for one (1) year (the “Program Term”). This Program shall automatically renew upon the anniversary of the Effective Date, and shall continue in full force and effect for successive one (1) year periods unless and until terminated by either party upon written notice of termination to the other party at least thirty (30) days before the next applicable anniversary of the Effective Date.