Reseller Agreement

This Reseller Agreement (the "Agreement") is entered into as of the Effective Date between Rogue Active Intelligence Inc. ("RogIQ"), and the party identified in the applicable Order Form or account registration ("Reseller," "you," or "your").

By applying for or participating in RogIQ's Reseller Program, you agree to be bound by this Agreement, the RogIQ Terms of Service, and all policies incorporated herein.

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1. Definitions

"Authorized Clients" means businesses or individuals to whom Reseller provides access to the Platform under this Agreement.

"Effective Date" means the date Reseller accepts this Agreement or executes an Order Form, whichever occurs first.

"Fee Schedule" means Exhibit A attached to this Agreement, which sets forth the commercial terms applicable to Reseller's engagement, including wholesale pricing, revenue share rates, payment terms, and territory.

"Minimum Advertised Price" or "MAP" means the lowest price at which Reseller may publicly advertise Platform access to potential customers, as specified in the Fee Schedule or as communicated by RogIQ from time to time.

"Platform" means the RogIQ software-as-a-service platform, including all features, functionality, APIs, integrations, and services made available by RogIQ.

"Reseller Marks" means the trademarks, service marks, and logos owned by Reseller.

"RogIQ Marks" means the trademarks, service marks, and logos owned by Rogue Active Intelligence Inc.

"Sub-Account" means a company-level account within the Platform that Reseller provisions for an Authorized Client.

"White Label License" means the license granted to Reseller under Section 4 to offer the Platform under Reseller's own brand.

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2. Appointment; Non-Exclusive Relationship

2.1 Non-Exclusive Appointment. Subject to the terms of this Agreement, RogIQ appoints Reseller as a non-exclusive authorized reseller of access to the Platform. This Agreement does not grant Reseller any exclusive rights with respect to any market, territory, or customer segment, unless explicitly specified in the Fee Schedule.

2.2 Independent Contractor. Reseller is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship between RogIQ and Reseller. Reseller has no authority to bind RogIQ, make representations on RogIQ's behalf, or incur any obligation in RogIQ's name.

2.3 RogIQ Reservations. RogIQ reserves the right to: (a) sell the Platform directly to any customer, including customers in Reseller's territory; (b) appoint other resellers in any territory; and (c) modify, update, or discontinue Platform features with reasonable advance notice.

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3. Reseller Obligations

3.1 Minimum Qualifications. Reseller represents and warrants that it: (a) is a legally formed business entity in good standing; (b) has the legal authority to enter into this Agreement; (c) will maintain adequate resources, infrastructure, and trained personnel to fulfill its obligations hereunder; and (d) will comply with all applicable laws and regulations.

3.2 Tier-1 Support. Reseller is responsible for providing first-line (tier-1) customer support to all Authorized Clients. Reseller shall: (a) serve as the primary point of contact for all Authorized Client inquiries; (b) maintain sufficient technical knowledge of the Platform to resolve common issues; (c) escalate to RogIQ only issues that cannot be resolved at the tier-1 level; and (d) not direct Authorized Clients to contact RogIQ directly for routine support without RogIQ's prior written consent.

3.3 Authorized Client Management. Reseller is solely responsible for: (a) all activity occurring within Sub-Accounts it manages; (b) ensuring Authorized Clients comply with RogIQ's Terms of Service, Acceptable Use Policy, and AI Content Policy; (c) establishing and maintaining appropriate terms of service, privacy policies, and other agreements with Authorized Clients; and (d) responding to all data subject rights requests from Authorized Clients' end users.

3.4 Accurate Representation. Reseller shall accurately represent the Platform's features, capabilities, and pricing to Authorized Clients. Reseller shall not make any representations, warranties, or guarantees regarding the Platform beyond those expressly provided by RogIQ.

3.5 Compliance with MAP Policy. Reseller shall comply with RogIQ's Minimum Advertised Price policy as set forth in Section 5.4. Violation of the MAP policy is a material breach of this Agreement.

3.6 Training and Certification. Reseller agrees to ensure that its personnel who sell, implement, or support the Platform maintain reasonable familiarity with Platform features and best practices. RogIQ may offer training resources to assist Reseller.

3.7 No Lifetime Licenses. Reseller shall not offer, sell, or advertise "lifetime" or permanent access to the Platform. All Platform access must be offered and priced on a subscription basis.

3.8 Brand Standards. If Reseller utilizes the White Label License, Reseller shall: (a) maintain professional brand standards that do not reflect negatively on RogIQ; (b) not use RogIQ's name or marks in any externally-facing materials without prior written consent; and (c) not disclose to Authorized Clients that the platform is powered by RogIQ unless expressly permitted in writing.

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4. White Label License

4.1 License Grant. Subject to the terms and conditions of this Agreement and payment of applicable fees, RogIQ grants Reseller a limited, non-exclusive, non-transferable, revocable license to:

• Access the Platform under Reseller's own brand name and visual identity;
• Provision Sub-Accounts for Authorized Clients;
• Use RogIQ's underlying platform technology to provide branded marketing services to Authorized Clients.

4.2 License Restrictions. Reseller shall not:

• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Sublicense, sell, transfer, or assign the White Label License without RogIQ's prior written consent;
• Remove or obscure any intellectual property notices embedded in the Platform;
• Create competing products or services based on the Platform;
• Use the Platform to develop or train competing AI models.

4.3 Reseller Marks License to RogIQ. Reseller grants RogIQ a limited, non-exclusive, royalty-free license to use Reseller's name and logo solely for the purpose of identifying Reseller as an authorized RogIQ reseller in marketing materials and the Reseller directory, subject to Reseller's prior written approval.

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5. Fees and Payment

5.1 Wholesale Pricing. Reseller shall purchase Platform access at the wholesale rates set forth in the Fee Schedule (Exhibit A). Reseller is free to set its own end-customer pricing above the MAP, subject to Section 5.4.

5.2 Payment Terms. Reseller shall pay all invoices in accordance with the payment terms specified in the Fee Schedule. Unless otherwise stated, all invoices are due within thirty (30) days of invoice date.

5.3 Auto-Renewal. Reseller's subscription to Platform access will automatically renew at the end of each billing period at the then-current rates specified in the Fee Schedule, unless either party provides written notice of non-renewal at least sixty (60) days prior to the renewal date.

5.4 Minimum Advertised Price. Reseller shall not publicly advertise, display, or publish pricing for Platform access below the MAP. This policy applies to all public-facing channels, including Reseller's website, social media, digital advertising, and any third-party listing or comparison site. Private, non-public quotes to individual customers are not subject to the MAP policy.

5.5 Taxes. Reseller is responsible for all taxes, duties, and levies arising from Reseller's purchase and resale of Platform access, including sales tax, VAT, and GST. RogIQ's fees are exclusive of taxes.

5.6 Late Payments. Overdue invoices will accrue interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. RogIQ may suspend Reseller's access to the Platform for non-payment after providing written notice and a ten (10) day cure period.

5.7 Rate Protection. RogIQ may not unilaterally change the wholesale rates specified in the Fee Schedule during an active term without Reseller's prior written consent. RogIQ may adjust rates at renewal with sixty (60) days' written notice.

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6. Genius Mode on Client Accounts

6.1 Authorization Required. If Reseller enables Genius Mode on any Authorized Client's Sub-Account, Reseller represents and warrants that: (a) it has obtained the Authorized Client's prior written authorization to enable autonomous AI content publishing; (b) it has configured appropriate content guardrails on behalf of the client; and (c) it has clearly disclosed to the client that AI may publish content on their behalf without individual human approval of each piece.

6.2 Reseller Responsibility. Reseller remains solely responsible for all content published through Genius Mode on Authorized Client accounts, regardless of whether the client has reviewed such content. Reseller shall indemnify RogIQ for any claims arising from Genius Mode content published on Authorized Client accounts.

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7. Data Protection

7.1 Compliance. Each party shall comply with all applicable data protection laws in connection with its activities under this Agreement, including the GDPR, CCPA, and any other applicable privacy regulations.

7.2 Data Processing Agreement. To the extent RogIQ processes personal data on Reseller's behalf or on behalf of Reseller's Authorized Clients, such processing is governed by RogIQ's Data Processing Agreement, which is incorporated herein by reference.

7.3 Authorized Client Data. Reseller is the data controller (or equivalent under applicable law) for all personal data relating to its Authorized Clients and their end users. Reseller shall establish appropriate privacy policies and terms with Authorized Clients and shall not transfer Authorized Client data to RogIQ except as permitted by applicable law and the DPA.

7.4 Security. Reseller shall implement and maintain appropriate technical and organizational security measures to protect the Platform and any data accessed through the Platform against unauthorized access, loss, or disclosure.

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8. Intellectual Property

8.1 RogIQ Ownership. RogIQ retains all right, title, and interest in and to the Platform, RogIQ Marks, and all intellectual property embodied in or related to the Platform. This Agreement does not transfer any ownership rights to Reseller.

8.2 Reseller Ownership. Reseller retains all right, title, and interest in and to Reseller Marks and any original content developed by Reseller independently of the Platform.

8.3 No IP Grant Beyond License. Except for the limited White Label License expressly granted in Section 4, no other intellectual property rights are granted to Reseller under this Agreement.

8.4 Feedback. If Reseller provides RogIQ with feedback, suggestions, or ideas regarding the Platform, Reseller grants RogIQ the right to use such feedback without restriction and without compensation to Reseller.

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9. Confidentiality

9.1 Confidential Information. Each party ("Receiving Party") acknowledges that in the course of this Agreement it may receive non-public, proprietary, or confidential information of the other party ("Disclosing Party") ("Confidential Information"), including but not limited to pricing terms, business strategies, customer lists, technical documentation, and trade secrets.

9.2 Obligations. The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) use Confidential Information only as necessary to perform its obligations under this Agreement; (c) disclose Confidential Information only to those employees or contractors who have a need to know and are bound by confidentiality obligations no less restrictive than those set forth herein; and (d) promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information.

9.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the Receiving Party prior to disclosure without restriction; (c) is independently developed by the Receiving Party without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice to the Disclosing Party.

9.4 Duration. Confidentiality obligations survive termination of this Agreement for a period of three (3) years, except for trade secrets, which are protected for so long as they qualify as trade secrets under applicable law.

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10. Non-Solicitation

During the term of this Agreement and for one (1) year following termination, Reseller shall not directly or indirectly solicit, recruit, or hire any employee or contractor of RogIQ who was involved in the performance of this Agreement.

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11. Term and Termination

11.1 Term. This Agreement commences on the Effective Date and continues for an initial term of one (1) year, unless terminated earlier. Following the initial term, this Agreement automatically renews for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

11.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon ninety (90) days' written notice to the other party.

11.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice (or immediately for breaches incapable of cure); (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings; (c) engages in conduct that violates applicable law or poses a risk of harm to the other party's reputation or business.

11.4 Effect of Termination. Upon termination:

• Reseller's access to the Platform and White Label License terminate immediately;
• Reseller must cease all use of RogIQ Marks and Confidential Information;
• Reseller must make arrangements for the transition of Authorized Clients' data and accounts, including facilitating a reasonable transition period if requested;
• All outstanding fees become immediately due and payable;
• Sections 8, 9, 10, and 12–16 survive termination.

11.5 Client Transition Obligations. Upon termination, Reseller shall: (a) promptly notify Authorized Clients of the termination; (b) cooperate with RogIQ in transitioning Authorized Clients who wish to continue using the Platform directly or through another reseller; and (c) not take any action that would disrupt service to Authorized Clients during the transition period.

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12. Warranties

12.1 Mutual Warranties. Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation; and (c) it will comply with all applicable laws and regulations in performing its obligations hereunder.

12.2 RogIQ Warranty. RogIQ warrants that it will use commercially reasonable efforts to maintain Platform availability and will provide the Platform materially as described in its documentation. RogIQ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET ANY SPECIFIC PERFORMANCE STANDARDS NOT EXPRESSLY STATED IN WRITING.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 12.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

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13. Indemnification

13.1 RogIQ Indemnification. RogIQ shall defend, indemnify, and hold Reseller harmless from third-party claims alleging that the Platform, as provided by RogIQ, infringes the intellectual property rights of a third party, subject to Reseller promptly notifying RogIQ of such claim, cooperating with RogIQ's defense, and granting RogIQ sole control of the defense.

13.2 Reseller Indemnification. Reseller shall defend, indemnify, and hold RogIQ harmless from and against all claims, damages, losses, and costs (including reasonable attorneys' fees) arising from: (a) Reseller's breach of this Agreement; (b) Reseller's representations to Authorized Clients that exceed or conflict with RogIQ's documentation; (c) claims by Authorized Clients arising from Reseller's acts or omissions; (d) Reseller's violation of applicable law; or (e) content published through Genius Mode on Authorized Client accounts.

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14. Limitation of Liability

14.1 Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Cap on Liability. EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY RESELLER TO ROGIIQ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the arbitration provisions in RogIQ's Terms of Service, which are incorporated herein by reference. The governing law shall be the law of [STATE], without regard to its conflict of law provisions.

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16. General Provisions

16.1 Entire Agreement. This Agreement, including the Fee Schedule (Exhibit A), the RogIQ Terms of Service, and the Data Processing Agreement (where applicable), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

16.2 Amendments. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties, except that RogIQ may update the Terms of Service and incorporated policies as described in the Terms of Service.

16.3 Waiver. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

16.4 Severability. If any provision is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary and the remaining provisions shall remain in full force and effect.

16.5 Notices. All notices under this Agreement shall be in writing and sent by email to the addresses specified in the Order Form or account registration, or by certified mail to the addresses specified below:

• RogIQ: [legal@rogiq.com] | Rogue Active Intelligence Inc., ATTN: Legal, [ADDRESS]
• Reseller: As specified in the Order Form or account registration.

16.6 Force Majeure. Neither party shall be in breach of this Agreement or liable for delays or failures in performance caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, government actions, or failures of third-party infrastructure.

16.7 Assignment. Reseller may not assign this Agreement without RogIQ's prior written consent. RogIQ may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets upon written notice to Reseller.

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EXHIBIT A — FEE SCHEDULE

This Fee Schedule is entered into as of [EFFECTIVE DATE] between Rogue Active Intelligence Inc. ("RogIQ") and ______________________ ("Reseller").

Additional Notes / Special Terms:

[Space for any custom terms, volume commitments, support tier, onboarding credits, etc.]

By executing this Fee Schedule, both parties agree to be bound by the Reseller Agreement to which this Exhibit A is attached.