Partner Agreement

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings ascribed to them elsewhere in this Agreement or in the Terms of Service.

"Agreement" means this Partner Agreement, together with the Terms of Service, Privacy Policy, Data Processing Agreement, and Acceptable Use Policy incorporated by reference.

"Applicable Law"means all federal, state, local, and foreign laws, statutes, regulations, ordinances, rules, orders, decrees, and governmental requirements applicable to a party's performance under this Agreement, including without limitation data protection and privacy laws.

"Client Organization" means any business entity, organization, or individual that subscribes to, accesses, or uses the Platform, including organizations referred by Partner or to which Partner provides services under this Agreement.

"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by inspection, in connection with this Agreement, including but not limited to: business plans; client data and client lists; financial information, pricing, and revenue data; technical specifications, source code, algorithms, and system architecture; marketing strategies; trade secrets; and any information designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

"Fractional Compliance Officer" or "FCO Partner" means a Partner designated by BizNerva to provide compliance advisory services to one or more Client Organizations through the Platform, with access to compliance-related client data (subject to PII redaction), hourly billing capabilities, and onboarding service delivery functions.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, inventions, designs, software, databases, and all other intellectual property rights, whether registered or unregistered, and all applications and rights to apply for any of the foregoing.

"Net Revenue" means gross revenue actually received by BizNerva from Client Organizations, less the following deductions to the extent applicable: (a) sales, use, value-added, goods and services, and similar taxes; (b) refunds, chargebacks, and credits issued to Client Organizations; (c) third-party payment processing fees, transaction fees, currency exchange fees, banking fees, and platform distribution fees; and (d) documented third-party costs directly attributable to service delivery for the applicable Client Organization.

"Partner" means the individual or entity that has been accepted into the BizNerva Partner Program and is bound by this Agreement, in either the capacity of Referral Partner or FCO Partner as designated by BizNerva.

"Personal Data"means any information relating to an identified or identifiable natural person, as defined under Applicable Law, including the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA"), and the Health Insurance Portability and Accountability Act ("HIPAA"), as applicable.

"PII"means personally identifiable information, including any data that can be used to distinguish or trace an individual's identity, either alone or when combined with other information that is linked or linkable to a specific individual, as defined under Applicable Law.

"Platform" means the BizNerva software-as-a-service platform, including all websites, web applications, mobile applications, APIs, integrations, and related services operated by MorPhoe Tech Inc., as may be modified, updated, or replaced from time to time.

"Referral Partner" means a Partner designated by BizNerva whose role is limited to introducing and referring prospective Client Organizations to the Platform. Referral Partners do not have access to Client Organization data and do not provide advisory services through the Platform.

"Revenue Share" means the percentage of Net Revenue payable to Partner as compensation for services performed under this Agreement, as configured by BizNerva platform administration and communicated through the Partner Portal.

"Services" means the compliance management, automation, reporting, and related functionality provided through the Platform to Client Organizations.

2.1 Scope.This Agreement establishes the terms under which Partner participates in the BizNerva Partner Program. The Partner Program enables qualified individuals and entities to collaborate with BizNerva to expand the reach and delivery of compliance operations services to Client Organizations. Partner's specific rights, obligations, and compensation are determined by the partner type designated by BizNerva.

2.2 Partner Types. The BizNerva Partner Program comprises two distinct categories of partners, each with separate rights and obligations:

• Referral Partner. A Referral Partner introduces prospective Client Organizations to the Platform. Referral Partners do not receive access to any Client Organization data, compliance records, or user information. Referral Partners are compensated through a Revenue Share on net software fees (subscription and module fees) generated by Client Organizations they have successfully referred.
• Fractional Compliance Officer (FCO) Partner. An FCO Partner provides compliance advisory services to assigned Client Organizations through the Platform. FCO Partners receive access to Client Organization compliance data with PII redacted by the Platform, may perform billable compliance work at configured hourly rates, may deliver onboarding services, and receive a broader Revenue Share encompassing software fees, hourly billing revenue, and onboarding fee revenue.

2.3 Designation and Modification. BizNerva platform administration shall designate the partner type for each partner-client relationship. Partner type designation and associated permissions may be modified by BizNerva upon written notice to Partner. BizNerva reserves the right to accept or reject any Partner Program application at its sole discretion and is under no obligation to provide reasons for rejection.

2.4 Eligibility. All Partners must be at least eighteen (18) years of age and must possess the legal capacity and authority to enter into binding agreements. If Partner is an entity, the individual accepting this Agreement represents and warrants that they have authority to bind such entity to the terms hereof.

3.1 Good Faith Referrals. Referral Partners shall refer prospective Client Organizations to BizNerva in good faith and through referral channels and mechanisms approved by BizNerva. Referral Partners shall provide accurate and truthful information about prospective clients and shall not engage in deceptive, misleading, or coercive referral practices.

3.2 No Misrepresentation.Referral Partners shall not make any representations, warranties, guarantees, or commitments on behalf of BizNerva regarding the Platform's capabilities, features, performance, pricing, service levels, or any other aspect of the Services, except as expressly authorized in writing by BizNerva. Referral Partners shall limit their communications to marketing materials and descriptions approved by BizNerva.

3.3 No Unauthorized Promises. Referral Partners shall not make any promises, commitments, or representations regarding pricing, discounts, custom features, service modifications, or terms of service that have not been expressly authorized in writing by BizNerva. Any commitments made by a Referral Partner without authorization shall not be binding upon BizNerva.

3.4 Disclosure of Referral Relationship. Referral Partners shall disclose to each prospective Client Organization that they are a participant in the BizNerva Partner Program and that they may receive compensation for successful referrals. This disclosure must be made prior to or at the time of referral.

3.5 No Data Access. Referral Partners shall not request, seek, or obtain access to any Client Organization data, compliance records, user information, or other confidential data held within the Platform. Referral Partner access is strictly limited to referral tracking, Revenue Share and payout information, and Partner account management functionality within the Partner Portal.

In addition to the obligations set forth in Section 3, which apply to all Partners, FCO Partners shall comply with the following additional obligations:

4.1 Professional Compliance Advisory Services. FCO Partners shall provide compliance advisory services to assigned Client Organizations in a professional, competent, and timely manner, consistent with applicable industry standards and professional codes of conduct. FCO Partners shall exercise reasonable care and skill in the delivery of all advisory services and shall not provide advice outside the scope of their professional qualifications.

4.2 Hourly Rate Configuration and Time Tracking.FCO Partners shall configure hourly billing rates within the Platform in accordance with parameters established by BizNerva and agreed upon with the applicable Client Organization. FCO Partners are solely responsible for accurately and honestly tracking all billable time through the Platform's time tracking tools. Falsification, inflation, or material misrepresentation of billable hours constitutes a material breach of this Agreement and may result in immediate termination, forfeiture of unpaid Revenue Share, and liability for damages.

4.3 Onboarding Fee Configuration and Service Delivery.FCO Partners may configure onboarding fees for Client Organizations within parameters established by BizNerva. Onboarding fees must be reasonable and proportionate to the scope of onboarding services provided. FCO Partners shall deliver onboarding services diligently and in accordance with BizNerva's onboarding guidelines.

4.4 PII Handling and Redaction. FCO Partners acknowledge and agree that the Platform applies automated PII redaction to Client Organization data before making such data accessible to FCO Partners. FCO Partners shall not attempt to circumvent, reverse-engineer, de-anonymize, or otherwise defeat or undermine PII redaction mechanisms implemented by the Platform. Any attempt to re-identify redacted PII or to correlate redacted data with external data sources for the purpose of identifying individuals constitutes a material breach of this Agreement.

4.5 Multi-Client Confidentiality.FCO Partners who service multiple Client Organizations shall maintain strict information barriers (commonly known as "Chinese walls" or "ethical walls") between all Client Organizations. Without limiting the generality of the foregoing: (a) information obtained from or about one Client Organization must not be disclosed to, shared with, or used for the benefit of any other Client Organization; (b) compliance strategies, findings, risk assessments, and other advisory work product developed for one Client Organization must not be repurposed for or communicated to another Client Organization; and (c) FCO Partners must not leverage knowledge of one Client Organization's operations, deficiencies, or competitive position in providing services to any other Client Organization. Violation of this obligation constitutes a material breach of this Agreement.

4.6 Authorization and Revocation

FCO Partner access to Client Organization data is granted solely upon and subject to the Client Organization's authorization through the Platform's access controls. The Client Organization may revoke or restrict Partner access at any time through the Platform settings, including disabling Partner access to the AI Compliance Assistant. Partner acknowledges that:

• Partner acts as the Client Organization's authorized agent when accessing Client Organization data, not as an independent data controller.
• The scope of Partner's access is determined by the Client Organization and may be modified or revoked without notice.
• Upon termination of the Partner Agreement or revocation of access by a Client Organization, Partner must immediately cease accessing the affected Client Organization's data and delete any locally stored copies.
• Partner shall not retain, copy, or export Client Organization data beyond what is necessary to perform authorized compliance services during the active engagement.

4.7 Professional Qualifications and Insurance. FCO Partners shall maintain all professional licenses, certifications, and qualifications necessary to perform compliance advisory services in the jurisdictions in which they operate. FCO Partners shall maintain professional liability (errors and omissions) insurance with coverage limits reasonably adequate for the scope of services provided. BizNerva reserves the right to request evidence of such qualifications and insurance coverage at any time.

4.8 Data Breach and Security Incident Reporting. FCO Partners shall notify BizNerva in writing within twenty-four (24) hours of becoming aware of any actual or suspected data breach, security incident, unauthorized access to Client Organization data, or loss or compromise of any Confidential Information. Such notification shall include, to the extent known: the nature and scope of the incident, the data affected, remedial actions taken, and a point of contact for ongoing communications. FCO Partners shall cooperate fully with BizNerva in the investigation and remediation of any such incident.

5.1 Net Revenue Calculation.For the purposes of this Agreement, "Net Revenue" means gross revenue actually received by BizNerva from Client Organizations, less the following deductions to the extent applicable:

• Sales, use, value-added, goods and services, and similar taxes imposed by any governmental authority;
• Refunds, chargebacks, and credits issued to Client Organizations;
• Third-party payment processing fees, transaction fees, currency exchange fees, banking fees, and platform distribution fees;
• Documented third-party costs directly attributable to service delivery for the applicable Client Organization.

5.2 Referral Partner Revenue Share. Referral Partners are entitled to a Revenue Share on Net Software Revenue, which comprises platform subscription fees and module fees generated by Client Organizations successfully referred by the Referral Partner. The default Revenue Share percentage for Referral Partners is five percent (5%) of Net Software Revenue. BizNerva platform administration may configure a custom Revenue Share percentage for each partner-client relationship.

5.3 FCO Partner Revenue Share. FCO Partners are entitled to the following Revenue Share components, as configured by BizNerva platform administration for each partner-client relationship:

• Software Revenue Share: A percentage of Net Software Revenue (platform subscription fees and module fees) generated by assigned Client Organizations. The default Software Revenue Share is five percent (5%).
• FCO Hourly Revenue Share: A percentage of net FCO hourly billing revenue generated from compliance advisory services performed by the FCO Partner for assigned Client Organizations. The default FCO Hourly Revenue Share is eighty percent (80%).
• Onboarding Revenue Share: A percentage of net onboarding fee revenue from Client Organizations onboarded by the FCO Partner. The default Onboarding Revenue Share is sixty percent (60%).

5.4 AI Assistant Revenue Exclusion. Notwithstanding any other provision of this Agreement, revenue generated from the BizNerva AI Compliance Assistant, including without limitation AI query credits, AI-generated reports and analyses, AI-assisted document generation, and any other AI-powered features or services, is expressly excluded from all partner Revenue Share calculations. Partners shall not receive any share of AI Assistant revenue under any circumstances.

5.5 Custom Revenue Share Percentages. BizNerva platform administration may configure custom Revenue Share percentages for each partner-client relationship. Any changes to Revenue Share percentages shall be communicated to the Partner with reasonable advance notice and shall apply prospectively from the effective date of such change.

5.6 Payout Timing and Frequency.Revenue Share amounts shall be calculated within twenty (20) business days following BizNerva's receipt of the applicable payment from the Client Organization. Payouts shall be made in accordance with the payout frequency configured for the partner-client relationship (monthly, quarterly, or annually), subject to the minimum payout threshold set forth in Section 5.7.

5.7 Minimum Payout Threshold. The minimum payout threshold is twenty-five U.S. dollars ($25.00). Revenue Share amounts that fall below the minimum payout threshold in any payout period shall accumulate and carry forward to the next payout period until the aggregate amount meets or exceeds the minimum payout threshold.

5.8 Banking Fees and Tax Obligations. Banking fees, wire transfer fees, and any other costs associated with the transfer of payout funds shall be deducted from the payout amount. Partners are solely responsible for providing and maintaining accurate banking and tax information within the Partner Portal. BizNerva is not responsible for failed or delayed payouts resulting from inaccurate, incomplete, or outdated banking information. Partners are solely responsible for all tax obligations arising from Revenue Share payments, including income tax, self-employment tax, and any other applicable taxes.

5.9 Withholding and Clawbacks. BizNerva reserves the right to withhold, offset, or adjust any Revenue Share payments (whether accrued or payable) if: (a) Partner is in breach of this Agreement; (b) BizNerva reasonably suspects fraud, misconduct, or violation of Applicable Law; (c) a Client Organization disputes charges or payment; or (d) amounts are subject to potential refunds, chargebacks, credits, or other adjustments.

In the event that Revenue Share has already been paid to Partner and BizNerva subsequently issues a refund, chargeback, credit, or other adjustment to the applicable Client Organization, BizNerva may recover the corresponding portion of such Revenue Share by: (i) offsetting future payments owed to Partner; or (ii) invoicing Partner for the applicable amount, which shall be due within thirty (30) days of notice.

BizNerva may also delay payouts for a reasonable period where necessary to verify transactions, prevent fraud, or ensure that revenue has been fully collected and is not subject to reversal.

6.1 Definition."Confidential Information" includes, without limitation, all client data accessible through the Platform; Platform source code, architecture, and technical infrastructure; pricing structures, Revenue Share percentages, and financial data; business strategies, product roadmaps, and marketing plans; user data and usage analytics; and any other information that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

6.2 Obligations. Each party agrees to: (a) use Confidential Information solely for the purpose of exercising its rights and performing its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care that it uses to protect its own confidential information of like nature, but in no event less than reasonable care; (c) not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (d) promptly notify the disclosing party of any unauthorized use or disclosure of Confidential Information.

6.3 Exceptions.The obligations set forth in this Section 6 shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure, as demonstrated by written records; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; (d) is rightfully received from a third party without restriction on disclosure; or (e) is required to be disclosed by law, regulation, or court order, provided that the receiving party gives the disclosing party prompt written notice of such requirement (to the extent legally permitted) and reasonably cooperates with the disclosing party's efforts to obtain a protective order or equivalent.

6.4 FCO Multi-Client Information Barriers. In addition to the general confidentiality obligations set forth above, FCO Partners shall implement and maintain effective information barriers between all Client Organizations they serve. Data, documents, findings, strategies, risk assessments, and any other information obtained from or relating to one Client Organization must never inform, influence, or be disclosed in connection with services provided to any other Client Organization. This obligation applies regardless of whether the information is technically classified as Confidential Information.

6.5 Client Data as Confidential Information. Partner acknowledges and agrees that all Client Organization data accessible through the Platform constitutes Confidential Information of both BizNerva and the applicable Client Organization. Partner shall treat such data with the highest degree of care and shall comply with all data handling requirements set forth in this Agreement and in the Data Processing Agreement.

6.6 Survival. The confidentiality obligations set forth in this Section 6 shall survive termination or expiration of this Agreement for a period of three (3) years, provided that obligations with respect to trade secrets shall survive for as long as such information qualifies as a trade secret under Applicable Law, and obligations with respect to PII and Personal Data shall survive indefinitely.

7.1 Sub-Processor Status.To the extent that Partner processes Personal Data on behalf of Client Organizations through the Platform, Partner shall be deemed a sub-processor under BizNerva's Data Processing Agreement. Partner shall comply with all applicable obligations of a sub-processor under that agreement, including all data processing instructions issued by BizNerva acting as processor on behalf of Client Organizations as data controllers.

7.2 Regulatory Compliance.Partner shall comply with all Applicable Law relating to data protection and privacy, including without limitation the GDPR, CCPA/CPRA, HIPAA (to the extent applicable to Partner's activities), and SOC 2 requirements, in connection with Partner's activities under this Agreement. Partner shall maintain appropriate technical and organizational measures to ensure compliance with such requirements.

7.3 PII Redaction. Partner acknowledges that the Platform applies automated PII redaction to Client Organization data before making such data accessible to FCO Partners. Partner shall not attempt to circumvent, disable, reverse-engineer, or otherwise undermine PII redaction mechanisms. Partner shall not correlate redacted data with external data sources, publicly available information, or other means for the purpose of re-identifying individuals. Partner shall immediately notify BizNerva if Partner becomes aware of any inadvertent disclosure of unredacted PII through the Platform.

7.4 Data Minimization. Partner shall access, process, and retain only such data as is strictly necessary for the performance of authorized services under this Agreement. Partner shall not access data beyond the scope of its assigned Client Organizations or authorized functions within the Platform.

7.5 Data Retention. Partner shall not retain copies of Client Organization data outside of the Platform except as expressly authorized in writing by BizNerva. All data retention shall comply with Platform retention policies as communicated to Partner from time to time. Upon termination of this Agreement or revocation of access to a Client Organization, Partner shall promptly delete or destroy any locally stored Client Organization data and, upon request, certify such deletion in writing.

7.6 Right to Audit.BizNerva reserves the right to audit Partner's data handling practices, security measures, and compliance with this Agreement upon reasonable notice. Partner shall cooperate fully with any such audit and shall provide access to relevant records, systems, and personnel as reasonably requested by BizNerva. Audits shall be conducted during normal business hours and in a manner designed to minimize disruption to Partner's operations.

7.7 Breach Notification. Partner shall notify BizNerva in writing within twenty-four (24) hours of becoming aware of any actual or suspected breach of security, unauthorized access to or disclosure of Personal Data or Client Organization data, or any incident that may compromise the confidentiality, integrity, or availability of data processed under this Agreement. Partner shall cooperate fully with BizNerva in the investigation, mitigation, and remediation of any such breach or incident, including notification to affected individuals and regulatory authorities as required by Applicable Law.

8.1 BizNerva Platform IP.The Platform, including all software, source code, algorithms, databases, user interfaces, documentation, trademarks, trade names, logos, and all related Intellectual Property, is and shall remain the exclusive property of MorPhoe Tech Inc. Nothing in this Agreement shall be construed as granting Partner any right, title, or interest in or to the Platform's Intellectual Property, except for the limited right to access and use the Platform in accordance with this Agreement.

8.2 Restrictions. Partner shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data structures of the Platform; (b) copy, reproduce, modify, adapt, or create derivative works based on the Platform or any portion thereof; (c) sublicense, sell, resell, lease, or otherwise transfer rights to the Platform; (d) remove, obscure, or alter any proprietary notices, labels, or marks on the Platform; or (e) use the Platform to develop a competing product or service.

8.3 Partner Work Product.Partner retains all right, title, and interest in and to any original work product created by Partner in the course of providing compliance advisory services to Client Organizations, including without limitation compliance advice, assessments, reports, and recommendations authored by Partner, provided that such work product does not incorporate or derive from BizNerva's Confidential Information or Intellectual Property.

8.4 Marketing License.Partner hereby grants BizNerva a non-exclusive, royalty-free, worldwide license to use Partner's company name, logo, and likeness solely for the purpose of identifying Partner as a participant in the BizNerva Partner Program in marketing materials, the BizNerva website, and partner directories. Either party may terminate this license upon thirty (30) days' written notice.

9.1 Non-Use of Confidential Information. Partner shall not use any Confidential Information obtained through the Platform or through access to Client Organization data for any purpose other than performing services authorized under this Agreement. Without limiting the foregoing, Partner shall not use Confidential Information to develop, market, or support competing software or services, to solicit BizNerva clients, or for the benefit of any third party.

9.2 Non-Circumvention. During the term of this Agreement, Partner shall not circumvent, avoid, or bypass BizNerva to deal directly with any Client Organization introduced through the Platform for the purpose of providing compliance management software or platform services that would replace the Platform. This restriction applies only to active BizNerva client relationships and does not restrict Partner from providing general compliance consulting, advisory, or training services.

9.3 Trade Secret Protection.Partner acknowledges that BizNerva's proprietary technology, algorithms, pricing models, customer lists, and business strategies constitute trade secrets under the California Uniform Trade Secrets Act (Cal. Civ. Code §3426 et seq.) and applicable federal law (18 U.S.C. §1836). Partner shall not misappropriate, disclose, or use any BizNerva trade secrets for any unauthorized purpose. This obligation survives termination of this Agreement indefinitely.

9.4 Permitted Activities.Nothing in this Section 9 restricts Partner from: (a) engaging in any lawful profession, trade, or business, consistent with California Business and Professions Code §16600; (b) providing compliance consulting, training, or advisory services to any client, including BizNerva clients, provided Partner does not use BizNerva Confidential Information or trade secrets in doing so; (c) developing or marketing Partner's own products and services; or (d) continuing any client relationships that existed prior to this Agreement.

10.1 Partner Representations and Warranties.Partner represents and warrants that: (a) Partner has the legal authority and capacity to enter into this Agreement and to perform its obligations hereunder; (b) Partner's execution, delivery, and performance of this Agreement does not conflict with any other agreement, obligation, or order to which Partner is a party or by which Partner is bound; (c) Partner shall comply with all Applicable Law in connection with its activities under this Agreement; (d) Partner has no conflicts of interest that would materially impair its ability to perform its obligations under this Agreement; (e) all information provided by Partner to BizNerva in connection with the Partner Program application and this Agreement is true, accurate, and complete; and (f) if Partner is an FCO Partner, Partner possesses and shall maintain all professional qualifications, licenses, and certifications necessary to perform compliance advisory services in the applicable jurisdictions.

10.2 BizNerva Representations and Warranties. BizNerva represents and warrants that: (a) the Platform will be available with commercially reasonable uptime, subject to scheduled maintenance and force majeure events; (b) BizNerva will process Revenue Share payments to Partner in good faith and in accordance with the terms of this Agreement; and (c) BizNerva has the authority to enter into this Agreement and to grant the rights and licenses set forth herein.

10.3 Disclaimer.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 10, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." BIZNERVA MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. BIZNERVA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

11.1 Partner Indemnification.Partner shall indemnify, defend, and hold harmless BizNerva, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Partner's breach of any provision of this Agreement; (b) Partner's negligent or wrongful acts or omissions in providing services to Client Organizations; (c) Partner's unauthorized disclosure, use, or processing of Confidential Information or Personal Data; (d) Partner's violation of Applicable Law; or (e) any claim by a Client Organization or third party arising from Partner's services or conduct.

11.2 BizNerva Indemnification.BizNerva shall indemnify, defend, and hold harmless Partner from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any third-party claim that the Platform infringes such third party's Intellectual Property rights; or (b) errors or omissions by BizNerva in the calculation or processing of Revenue Share payments that result in material underpayment to Partner.

11.3 Indemnification Procedures.The party seeking indemnification (the "Indemnified Party") shall: (a) promptly notify the indemnifying party (the "Indemnifying Party") in writing of any claim for which indemnification is sought; (b) grant the Indemnifying Party sole control of the defense and settlement of such claim; and (c) provide reasonable cooperation at the Indemnifying Party's expense. The Indemnifying Party shall not settle any claim in a manner that imposes liability or obligations on the Indemnified Party without the Indemnified Party's prior written consent.

12.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Aggregate Liability Cap.EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY BIZNERVA TO PARTNER (IN THE CASE OF BIZNERVA'S LIABILITY) OR BY PARTNER TO BIZNERVA (IN THE CASE OF PARTNER'S LIABILITY) IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exclusions from Limitation.THE LIMITATIONS SET FORTH IN SECTIONS 12.1 AND 12.2 SHALL NOT APPLY TO: (A) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6; (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (C) PARTNER'S BREACH OF DATA PROCESSING OBLIGATIONS UNDER SECTION 7; (D) EITHER PARTY'S WILLFUL MISCONDUCT OR FRAUD; OR (E) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13.1 Term.This Agreement is effective upon Partner's acceptance through the Platform (the "Effective Date") and shall continue in full force and effect until terminated by either party in accordance with this Section 13.

13.2 Termination for Convenience.Either party may terminate this Agreement for any reason or no reason upon thirty (30) days' prior written notice to the other party.

13.3 Termination for Cause. BizNerva may terminate this Agreement immediately upon written notice to Partner if: (a) Partner materially breaches any provision of this Agreement and, if such breach is curable, fails to cure such breach within ten (10) days after receiving written notice thereof; (b) Partner engages in fraud, dishonesty, or willful misconduct; (c) Partner causes or materially contributes to a data breach or security incident; (d) Partner violates Applicable Law in a manner that may expose BizNerva to liability; (e) Partner breaches any multi-client confidentiality or information barrier obligation; or (f) termination is required by legal or regulatory mandate.

13.4 Effect of Termination. Upon termination or expiration of this Agreement:

• Partner's access to the Partner Portal, Client Organization data, and all Platform features associated with the Partner Program shall be revoked immediately.
• Accrued and unpaid Revenue Share for services properly rendered prior to the effective date of termination shall be paid within sixty (60) days following termination, subject to any applicable offsets for chargebacks, refunds, or amounts owed by Partner to BizNerva.
• Partner shall immediately cease all referral activities and all use of BizNerva branding, trademarks, logos, and marketing materials.
• Partner shall promptly delete or destroy any Confidential Information and Client Organization data in its possession and, upon request, certify such deletion in writing.
• The following provisions shall survive termination: Sections 1 (Definitions), 6 (Confidentiality), 7 (Data Processing and Privacy), 8 (Intellectual Property), 9 (Confidentiality Protections and Non-Circumvention), 11 (Indemnification), 12 (Limitation of Liability), 14 (Dispute Resolution), and 15 (General Provisions).

14.1 Good Faith Negotiation. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, the parties shall first attempt to resolve the dispute through good faith negotiation. Either party may initiate the negotiation process by delivering written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) days from receipt of such notice to resolve the dispute through direct negotiation between authorized representatives of each party.

14.2 Binding Arbitration.If the parties are unable to resolve the dispute through good faith negotiation within the thirty (30) day period set forth in Section 14.1, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with AAA procedures. The seat of arbitration shall be Alameda County, California, United States, and the language of the arbitration shall be English.

14.3 Arbitration Award.The arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. The arbitrator shall have the authority to award any remedy that would be available in a court of law, including injunctive relief, specific performance, and monetary damages.

14.4 Attorneys' Fees.In any arbitration or legal proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.

14.5 Class Action Waiver. To the fullest extent permitted by law, the parties agree that any Dispute shall be brought solely in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall not have authority to combine or aggregate claims or to conduct any class, collective, or representative proceeding.

14.6 Equitable Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration, without the requirement of posting a bond or other security.

15.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of laws principles. To the extent any dispute is not subject to arbitration under Section 14, the parties submit to the exclusive jurisdiction of the state and federal courts located in Alameda County, California.

15.2 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and Data Processing Agreement incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and communications, whether written or oral, relating to such subject matter.

15.3 Amendments.BizNerva may amend this Agreement from time to time by providing Partner with at least thirty (30) days' prior written notice of the proposed amendments, delivered via the Partner Portal or email to Partner's registered email address. Partner's continued participation in the Partner Program after the effective date of any amendment constitutes acceptance of the amended terms. If Partner does not agree to any amendment, Partner's sole remedy is to terminate this Agreement in accordance with Section 13.2.

15.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

15.5 No Waiver. The failure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the waiving party.

15.6 Assignment. Partner may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of BizNerva. Any attempted assignment in violation of this Section shall be null and void. BizNerva may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

15.7 Force Majeure.Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond the party's reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, government actions, labor disputes, Internet or telecommunications failures, or power outages. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to mitigate its effects.

15.8 Notices.All notices, requests, and other communications under this Agreement shall be in writing and shall be deemed given when: (a) sent by email to the registered email address of the receiving party, as maintained in the Platform; or (b) sent by email to the registered email address of the receiving party. BizNerva's notice email is: contact@biznerva.com.

15.9 Independent Contractor.Partner is and shall remain an independent contractor of BizNerva. Nothing in this Agreement shall be construed to create an employment, agency, joint venture, or partnership relationship between the parties. Partner shall not have the authority to bind BizNerva or to make representations, commitments, or agreements on BizNerva's behalf. Partner is solely responsible for its own taxes, insurance, benefits, and employment-related obligations.

15.10 Contact. For questions regarding this Agreement or the BizNerva Partner Program, contact us at contact@biznerva.com.