Integration Partner Program Agreement

This Partner Program Agreement (referred to as the "Agreement") is between Silicon Biztech Ltd. Trading as GoZupees (referred to as "GoZupees"), a United Kingdom corporation with its principal place of business at Suite 21, Southbridge House Southbridge Place, Croydon, CR0 4HA, United Kingdom and the Integration Partner identified below in the signatures. By clicking on the "Become a Partner" button while signing up to join the GoZupees Integration Partner Program, the Integration Partner agrees to be bound by this Agreement.

This Agreement applies to your participation in our GoZupees Integration Partner Program ("Partner Program" or "Program") as an Integration Partner.

If the Integration Partner does not agree to these terms, the Integration Partner may not participate in the Program. GoZupees may modify this Agreement at any time by sending you a notice via email.

1. Program Overview

1.1. Purpose

Subject to the terms of this Agreement, the Parties shall engage in partnering activities which may include (a) the development, provision, and support of an integrated offering combining GoZupees's AI-powered voice agent services with the Partner's products and/or services, (b) the promotion and marketing of one another's products and services to their respective customer bases, and (c) joint sales and lead generation activities.

1.2. Generally

To participate in the Program, the Integration Partner must complete the online registration form on the GoZupees website and be approved by GoZupees. GoZupees may accept or reject any registration at its sole discretion.

1.3. Support

For integrated offerings, each Party, at its own cost and expense, shall be responsible for providing support to end-users for its respective products and/or services, in accordance with the Service Level Agreement (SLA) attached as Appendix A.

2. Co-Marketing and Promotional Activities

2.1. Joint Marketing

Each Party agrees to use commercially reasonable efforts to engage in marketing and promotional activities as mutually decided between the Parties. Both Parties shall approve all co-branded or joint promotional materials in writing before release. Approval shall not be unreasonably withheld and must be provided within ten (10) business days of submission.

2.2. Press Releases

Any and all press releases, media communications, and public announcements relating to this Agreement or the partnership shall be subject to the prior written approval of both Parties.

3. Compensation

3.1. Referral Fees

GoZupees shall pay the Integration Partner a referral fee for each new customer that signs up for a paid GoZupees plan as a direct result of the Partner's referral. The referral fee structure will be detailed in Appendix B, which may be updated from time to time by GoZupees with thirty (30) days prior written notice.

3.2. Payment Terms

All referral fees shall be paid to the Integration Partner within thirty (30) days of the end of the calendar quarter in which the referred customer's payment was received by GoZupees.

4. Confidential Information

4.1. Definition

"Confidential Information" means all information disclosed by one party ("Discloser") to the other party ("Recipient") which is marked as confidential or is of such a type/nature that a reasonable person would understand it to be confidential. A Party's Confidential Information shall not include information that (a) is or becomes a part of the public through no act or omission of the other Party; (b) was rightfully in the possession of the other Party prior to disclosure; (c) is independently developed by the other Party without use of the Confidential Information; or (d) is rightfully obtained from a third party without restriction on use or disclosure.

4.2. Obligation

Each Party shall not, without the other Party's prior written consent, disclose or permit the disclosure of any Confidential Information, except that the Confidential Information may be disclosed to the Recipient's employees, affiliates, subcontractors or professional advisors to the extent necessary to carry out its obligations under this Agreement. If the Recipient is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, the Recipient shall provide the Discloser with prior notice of such compelled disclosure and reasonable assistance if the Discloser wishes to contest the disclosure.

4.3. Return/Destruction

Upon expiration or termination of this Agreement, Recipient shall immediately cease use of, and, at Discloser's instruction, return or destroy, all Confidential Information in its possession and/or under its control.

5. Intellectual Property

5.1. Ownership

Except for the express licenses set forth in this Agreement, this Agreement does not grant any right, title or licenses in any intellectual property right of either Party to the other. Any goodwill accruing to a Party's logo and trademark due to activities under this Agreement inures to the benefit of the Party that owns the logos and trademarks.

5.2. GoZupees Product

GoZupees is protected by intellectual property laws, and GoZupees retains all ownership rights in its product. The Integration Partner agrees to not copy, rent, lease, sell, distribute or create derivative works based on the GoZupees product in whole or in part by any means unless expressly authorized under this Agreement or by GoZupees.

5.3. Trademark

During the Term of this Agreement, each Party grants to the other Party a non-exclusive and non-transferable right to display each other's logo and trademarks to promote each other's products and services. The use of each Party's logos and trademarks shall be subject to the trademark owner's trademark usage guidelines, as provided to the other Party, and each Party will cooperate with the other to maintain that Party's goodwill associated with its trademarks.

5.4. Feedback

If the Integration Partner provides GoZupees with feedback about the GoZupees product, GoZupees may use the feedback without restriction. The feedback will be treated as non-confidential and GoZupees will own all rights to use and incorporate them into the GoZupees product without any attribution or payment to the Integration Partner.

6. Data Processing

6.1. Data Processing Addendum

The Parties agree to comply with the Data Processing Addendum (DPA), attached as Appendix C, which is incorporated into this Agreement by reference. The DPA sets out the terms and conditions under which GoZupees will process personal data on behalf of the Integration Partner.

7. Term and Termination

7.1. Term

The Agreement shall be effective as of the Effective Date and shall continue for a period of one (1) year thereafter until it is terminated in accordance with this Agreement ("Term").

7.2. Termination

Following the Term, either Party may terminate this Agreement upon sixty (60) days' notice to the other Party. Either Party may immediately terminate this Agreement upon written notice if the other Party breaches its obligations under this Agreement and fails to cure such breach within thirty (30) days following receipt of notice from the non-breaching Party. Additionally, either Party may terminate the Agreement upon written notice if the other (a) becomes insolvent or admits inability to pay debts as they become due; (b) becomes subject to any petition in bankruptcy; (c) makes an assignment for the benefit of creditors; or (d) applies for, or consents to, the appointment of a receiver, trustee, custodian, or liquidator of a substantial part of its assets.

7.3. Effect

Upon expiration or termination of this Agreement, all rights, licenses and obligation herein shall immediately cease except those that by their nature should survive such expiration or termination.

8. Warranties; Disclaimer

8.1. Representations and Warranties

Each Party represents and warrants it possesses all rights, consents, and authority to enter into, execute and perform its obligations under this Agreement. Each Party further represents and warrants it employs, and will employ, industry standard or better administrative, organizational, technical, and physical safeguards to protect against the unauthorized and/or unlawful access, acquisition, disclosure, destruction, alteration, and accidental loss of personal data, and will maintain compliance with all applicable data protection laws.

8.2. Disclaimer

Except for the specific warranties provided for in this Agreement, each Party expressly disclaims all warranties of any kind and nature, express or implied, including, without limitation, all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from statute, course of dealing, course of performance, and usage of trade.

9. Indemnification

Each Party ("Indemnitor") shall defend, hold harmless, and indemnify the other and its affiliated entities and its and their respective owners, officers, directors, employees, representatives, agents, successors, and assigns (collectively, "Indemnitees") from and against all third party claims, demands, actions, suits, proceedings, damages, losses, liabilities, settlements, judgments, costs, and expenses (including reasonable attorney's fees and costs) to the extent actually arising out of or relating to any breach or alleged breach by the Indemnitor of any representation, warranty, covenant or obligation under this Agreement.

10. Limitation of Liability

Except for damages and liabilities arising from (a) indemnification obligations under Clause 9, (b) breach of confidentiality obligation under Clause 4.2 (c) gross negligence or intentional misconduct, in no event shall either Party, its directors, officers, shareholders, employees, members, agents and representatives be liable to the other for any indirect, special, exemplary, punitive or consequential damages of any kind or damages for loss of use, profits, data, images, or other intangibles, however caused, whether for breach of contract, tort (including negligence), or any other cause of action, even if such Party has been advised of the possibility of such damages. In no event shall either Party's total liability under this Agreement exceed the greater of (i) amounts payable to Partner by GoZupees hereunder during the twelve (12) months immediately preceding the first event giving rise to the claim, or (ii) One Thousand Pounds Sterling (£1,000).

11. General Terms

11.1. Compliance with Law

Each Party shall comply with all applicable rules, laws, regulations, and orders in the performance of this Agreement.

11.2. Assignment

Neither Party will assign, delegate, or otherwise transfer its rights or obligations hereunder absent the other Party's prior written consent. Notwithstanding the foregoing, either Party may freely assign this Agreement in connection with a merger, acquisition, or sale of all, or substantially all, of its assets provided any such merger, acquisition, or sale is not to an entity (or affiliate thereof) that could reasonably be deemed a competitor of the other Party.

11.3. Governing Law, Jurisdiction and Venue

This Agreement will be governed by and construed in accordance with the laws of the United Kingdom. Any dispute arising from or relating to the subject matter of this Agreement will be finally settled by the courts located in the United Kingdom.

11.4. Notices

Notices, approvals and consents under this Agreement must be in writing. If to GoZupees, notices must be provided to: Silicon Biztech Ltd., Attn: Legal, Suite 21, Southbridge House, Southbridge Place, Croydon, CR0 4HA, United Kingdom, legal@gozupees.com. If to the Partner, GoZupees may provide notice to Partner's email address on file or through the Partner Portal. Either party may update its address with notice to the other party.

11.5. Entire Agreement

This Agreement, including all Appendices, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority to bind GoZupees in any respect whatsoever.

11.6. Survival

The following sections shall survive the termination of this Agreement: "Indemnification", "Governing Law, Jurisdiction and Venue", "Intellectual Property Rights", "Confidential Information", "Limitation of Liability" and "General Terms".

11.7. Waivers and Severability

The failure of either Party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

11.8. Force Majeure

Neither Party is liable for any delay or failure to perform any obligation under this Agreement due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, Internet or utility failures, refusal of government license or natural disaster.

11.9. Relationship of the Parties

The Parties are independent contractors, not agents, joint venturers or partners, despite use of the term "Partner". This Agreement does not limit either Party from entering into any partner, customer, referral, resale or other agreement with any party during or after the Term.