THIS PARTNER AGREEMENT (“Agreement”) IS MADE BETWEEN DRAGONFRUIT.AI, INC., (“Dragonfruit”) AND THE COMPANY IDENTIFIED AS THE PARTNER ON THE REGISTRATION PAGE ON DRAGONFRUIT’S WEBSITE OR REFERENCED IN THE  PARTNERSHIP AGREEMENT (“Partner”). THIS AGREEMENT TAKES EFFECT ON THE DATE WHEN IT IS ACCEPTED THROUGH THE REQUIRED PROCESS (“Effective Date”). THE PERSON ACCEPTING THIS AGREEMENT ON BEHALF OF  PARTNER REPRESENTS THAT SUCH PERSON HAS THE AUTHORITY TO BIND PARTNER TO THIS AGREEMENT. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY, OR IF SUCH PERSON DOES NOT AGREE WITH THIS AGREEMENT, THEN SUCH PERSON MUST NOT ACCEPT THIS AGREEMENT ON  PARTNER'S BEHALF. EACH OF DRAGONFRUIT AND PARTNER ARE REFERRED TO HEREIN AS A “Party” AND TOGETHER, THE “Parties”.

1. DEFINITIONS

1.1 “Customer” means an enterprise customer that subscribes for the Service as bundled with the Partner Services. Customer does not include individual End Users.

1.2 “Documentation” means Dragonfruit’s documentation, available online or provided directly to Partner in connection with this Agreement, as may be modified from time to time.

1.3 “End User” means an individual end user of a Customer who is authorized by the Customer to access and use the Service.

1.4 “Partner Services” means Partner's security system implementation services.

1.5 “Order” a partnership agreement, quote, order form, statement of work, online ordering process or other ordering document that (a) is executed by the Parties and (b) expressly references and incorporates this Agreement.

1.6 “Referral Fees” means the referral fees set forth in an Order.

1.7 “Service” means Dragonfruit’s security footage storage and analysis platform, which is provided by Dragonfruit on a hosted basis, with on-premise components.

1.8 “Service Revenue” means all revenue received by Dragonfruit for amounts billed to or payable by Customers for the Service pursuant to Qualified Leads for the one (1) year period following such a Customer’s first  subscription to the Service, exclusive of (a) any refunds paid by Dragonfruit to such Customer and (b) any applicable taxes.

1.9 “Territory” means the limited geographic territory, industry, or market identified in the Order.

2. APPOINTMENT AND GENERAL OBLIGATIONS

2.1 Appointment. Subject to the terms of this Agreement, Dragonfruit hereby appoints Partner as a non-exclusive sales representative of the Service in the Territory. Partner is not authorized to appoint other referral partners,  resellers, sub-distributors or non-employee sales agents to offer the Service for sale on Partner's behalf. Partner will use all commercially reasonable efforts to promote and market the Service as bundled with Partner Services and to increase  sales of the Service.

2.2 Customer Agreement. All Customers must agree to Dragonfruit’s standard Master Services Agreement (“Customer Agreement”) prior to being granted access to or use of the Service.

2.3 Account Manager. Each party will designate a single point of contact within its organization to manage the relationship established by this Agreement (“Account Manager”). Either party may change its Account Manager  by providing written notice to the other party. The Account Managers will meet as necessary to discuss the business relationship and manage the activities contemplated by this Agreement. Disputes that cannot be resolved by the Account Managers  will be escalated to more senior executives for resolution.

2.4 Advertising and Marketing Practices. In advertising and marketing the Service and otherwise performing under this Agreement, Partner will not engage in any deceptive, misleading, illegal, or unethical practices, not make any  representations, warranties, or guarantees concerning the Service that are inconsistent with or in addition to those made by Dragonfruit in this Agreement or the Customer Agreement, and comply with all applicable laws, regulations, and industry  best practices. Partner will indemnify, defend, and hold Dragonfruit harmless from and against all damages, liabilities, costs, and expenses, including attorneys’ and experts’ fees and expenses, that Dragonfruit may incur as the result of any  action brought against Dragonfruit and arising out of the acts of Partner or its agents in breach of this Section 2.5.

2.5 Training. Partner will ensure that its personnel receive appropriate training relating to sales and front-line support for the Service.

2.6 Installation. Partner will be solely responsible for installation of the Service on a given Customer’s security system.

2.7 Dragonfruit Software Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, Partner will not, and will not permit or authorize Customers or other third parties to: modify, translate,  enhance, decompile, disassemble, reverse engineer, or attempt to derive the source code of any aspect of the Service; rent, lease, or sublicense the Service, except to provide the Service to Customers as expressly provided herein; nor circumvent  or disable any technological features or measures in the Service.

2.8 Proprietary Rights. Title to and ownership of the Service and related Documentation, whether in machine-readable or printed form, and including, without limitation, all software underlying the Service, and all rights in or to any of  the foregoing (including without limitation rights in patents, patents pending, copyrights, and trade secrets applicable thereto), are and will remain the exclusive property of Dragonfruit and its suppliers. Partner will not act to jeopardize,  limit, or interfere in any manner with Dragonfruit’s or its suppliers’ ownership of, and rights with respect to, the Service, and related Documentation. Partner will have only those rights granted to it pursuant to this Agreement.

2.9 Third Party Software. Partner shall not bundle the Service with any free or open source software in a manner that subjects the Service or the software underlying the Service to any requirements under any free or open source software  license.

2.10 Demonstration License. During the term of this Agreement and subject to this Agreement, Partner will be allowed reasonable access and use of the Service, solely for purposes of internal, non-production testing and potential Customer  demonstration, at no charge to Partner unless otherwise notified by Dragonfruit.

3. LEAD GENERATION AND PAYMENTS

3.1 Lead Generation. Partner will provide notice to Dragonfruit via email to sales@dragonfruit.ai of potential Customers (“Leads”) that have expressed interest in purchasing  subscriptions to the Service and Dragonfruit will approve the Lead or inform Partner that such Lead is an Ineligible Lead (as defined below) (each such approved Lead, a “Qualified Lead”). Partner will not be eligible for the Lead  if (a) another sales representative, reseller, or third party has already provided the Lead to Dragonfruit, (b) Dragonfruit has a proposal or quote out to the Lead, (c) Dragonfruit, a Dragonfruit sales representative or reseller, or other third  party has previously licensed the Service to the Lead, or (d) Dragonfruit is already in contact with the Lead (each, an “Ineligible Lead”). Notwithstanding anything to the contrary herein, if Dragonfruit does not enter into a  Customer Agreement with a Qualified Lead within the three (3) month period commencing on the date the Partner provided notice of such Lead, then the status of Qualified Lead will be deemed expired and no Referral Fee will be due and payable to  Partner in connection with such former Qualified Lead.

3.2 Payment Terms. Dragonfruit will pay Partner the Referral Fees on a monthly basis. Each party is solely responsible for its own expenses incurred in the performance of this Agreement. Referral Fees will not be payable for renewals or  new purchases by a Customer after the one (1) year period following the Customer’s first purchase of a subscription to the Service.

3.3 Taxes. In the event that Dragonfruit is required by law to make a withholding or deduction in respect of the amounts payable to Partner, Dragonfruit will make the relevant payments to Partner net of the required withholding or  deduction.

4. TERM AND TERMINATION

4.1 Term. This Agreement will commence upon the Effective Date and continue for 12 months, unless earlier terminated in accordance with the provisions of this Agreement. This Agreement will automatically renew for additional successive  12-month terms unless at least 30 days before the end of the then-current term either party provides written notice to the other party that it does not want to renew.

4.2 Termination without Breach. Either party may terminate this Agreement without cause upon 90 days prior written notice to the other party.

4.3 Termination for Cause. If either party fails to perform any of its material obligations under this Agreement, the other party may terminate this Agreement by giving 30 days’ prior written notice, provided that the matters set forth  in such notice are not cured to the other party’s reasonable satisfaction within the 30-day period. If either party is insolvent or commits or suffers (voluntarily or involuntarily) an act of bankruptcy, receivership, liquidation, or similar  event, the other party may immediately terminate this Agreement.

4.4 No Liability for Termination. Except as expressly required by law, in the event of termination of this Agreement by either party in accordance with any of the provisions of this Agreement, neither party will be liable to the other,  because of such termination, for compensation, reimbursement, or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, inventory, investments, leases, or commitments in connection with the  business or goodwill of Dragonfruit or Partner. Termination will not, however, relieve either party of obligations incurred prior to the effective date of the termination.

4.5 Effects of Termination. Upon termination of this Agreement, Partner will no longer be authorized to market and promote the Service. Except as set forth in this Section, all rights granted under this Agreement will immediately cease  and terminate. Upon termination, Partner will return to Dragonfruit all copies of Confidential Information of Dragonfruit, promotional materials, marketing literature, written information and reports pertaining to the Service. In addition, the  following provisions will survive any expiration or termination of this Agreement: Sections 2.10, 4, 5.5, 7.2, 8, 9, 10, and 11. The termination or expiration of this Agreement will not relieve Partner of Partner's obligation to indemnify  Dragonfruit as specified in this Agreement.

5. DRAGONFRUIT NAME AND TRADEMARK USAGE

5.1 Use of Dragonfruit Name. Partner may identify Dragonfruit as the supplier of the Service in Partner's advertising and marketing materials provided that such materials are approved in writing in advance by Dragonfruit, such approval  not to be unreasonably withheld.

5.2 Dragonfruit’s Trademarks. Subject to the provisions of this Section 6, during the term of this Agreement, Partner will have the right to advertise and promote the Service with Dragonfruit’s trademarks, trade names, service marks, and  logos of Dragonfruit (“Dragonfruit’s Trademarks”), subject to Dragonfruit’s prior inspection and written approval. All representations of Dragonfruit’s Trademarks that Partner intends to use will first be submitted to Dragonfruit  for approval (which will not be unreasonably withheld) of design, color, and other details, or will be exact copies of those used by Dragonfruit. Partner will fully comply with all guidelines, if any, communicated by Dragonfruit concerning the use  of Dragonfruit’s Trademarks, as modified from time to time. Dragonfruit may modify any of Dragonfruit’s Trademarks or substitute an alternative mark for any of Dragonfruit’s Trademarks upon 30 days’ prior notice to Partner.

5.3 Use of Dragonfruit’s Trademarks. Partner and its employees and agents will not remove or alter any trademark, trade name, copyright, patent, patent pending, or other proprietary notices, legends, symbols, or labels appearing on or in  the Service, or related Documentation delivered by Dragonfruit. Except as set forth in this Section 6, nothing contained in this Agreement will grant or will be deemed to grant to Partner any right, title, or interest in or to Dragonfruit’s  Trademarks. All uses of Dragonfruit’s Trademarks and related goodwill will inure solely to the benefit of Dragonfruit and Partner will obtain no rights or goodwill with respect to any of Dragonfruit’s Trademarks, other than as expressly set forth  in this Agreement, and Partner irrevocably assigns to Dragonfruit all such right, title, interest, and goodwill, if any, in any of Dragonfruit’s Trademarks. At no time during or after the term of this Agreement will Partner challenge or assist  others to challenge Dragonfruit’s Trademarks or the registration thereof or attempt to register any of Dragonfruit’s Trademarks or marks or trade names that are confusingly similar to those of Dragonfruit. Upon termination of this Agreement,  Partner will immediately cease to use all Dragonfruit’s Trademarks and any listing by Partner of Dragonfruit’s name in any directory, public record, or elsewhere will be removed by Partner as soon as possible, but in any event not later than the  subsequent issue of such publication.

6. DISCLAIMER. EXCEPT FOR ANY WARRANTIES PROVIDED DIRECTLY TO CUSTOMERS PURSUANT TO THE CUSTOMER AGREEMENT, DRAGONFRUIT MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW),  OR STATUTORY, AS TO ANY MATTER WHATSOEVER. DRAGONFRUIT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. DRAGONFRUIT DOES NOT WARRANT THAT THE SERVICE IS ERROR-FREE OR THAT  OPERATION OF ANY SERVICE WILL BE SECURE OR UNINTERRUPTED. PARTNER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF DRAGONFRUIT TO ANY CUSTOMER OR OTHER THIRD PARTY.

7. INDEMNIFICATION

7.1 By Dragonfruit. Dragonfruit will defend Partner against any claim, demand, suit or proceeding made or brought against Partner or its affiliates and their employees, directors, agents, and representatives brought by a third party  alleging that the Partner's or Customer’s use of the Service in accordance with applicable Documentation and as provided and permitted under this Agreement and/or the applicable Subscription Agreement infringes or misappropriates the copyrights or  trade secrets of such third party, excluding any such claim arising as a result of (i) any combination of the Service with materials not provided by Dragonfruit or (ii) any modification of the Service by any party other than Dragonfruit, and shall  pay any damages, attorney fees and costs finally awarded against Partner as a result of, and/or agreed to under a court approved settlement of, a claim covered by this clause. In the event of such a claim, or if Dragonfruit reasonably determines  that such a claim is likely to be brought, Dragonfruit may in its discretion (i) modify the Service so that it no longer infringes or misappropriates such third party’s rights, (ii) obtain a license for Customers’ continued use of the Service in  accordance with this Agreement or the applicable Customer Agreement, or (iii) terminate the Service and refund any prepaid fees covering the remainder of the term of such subscriptions after the effective date of the termination. The foregoing  states Partner's sole and exclusive remedy for any third party claim with respect to infringement, misappropriation or violation of such third party’s intellectual property rights.

7.2 By Partner. Partner will defend Dragonfruit and its affiliates and their employees, directors, agents, and representatives against any claim, demand, suit or proceeding made or brought by a third party in connection with (i)  Partner's performance or failure to perform under this Agreement or its negligence or willful misconduct, (ii) any failure to ensure that Customers agree to a Customer Agreement prior to their use of the Service, (iii) with any representation,  warranty, or covenant made by Partner to any Customer beyond the scope of any representation, warranty, or covenant made by Dragonfruit in the Customer Agreement, or (iv) the Partner Services; and, in each case, shall pay any damages, attorney  fees and costs finally awarded against Dragonfruit as a result of, and/or agreed to under a court approved settlement of, a claim covered by this clause.

7.3 Procedures. A party entitled to indemnification hereunder shall provide the indemnifying party with (a) prompt written notice of the claim; (b) sole control over the defense and settlement of the claim; (c) reasonable assistance, at  the indemnifying party’s request and expense, in connection with the defense and settlement of the claim.

8. CONFIDENTIAL INFORMATION

8.1 “Confidential Information” means any proprietary information of a party to this Agreement disclosed by a party (“DisclosingParty”) to the other party (“Receiving  Party”) whether in oral, written, graphic, machine readable, or other tangible form that would reasonably be understood to be confidential given the nature of the information and the circumstances surrounding the disclosure,  including without limitation the Service and related Documentation, and the terms and conditions of this Agreement, in each case whether or not marked as “Confidential”, “Proprietary”, or other similar designation.

8.2 Exceptions. Confidential Information will not include any information that was publicly known and made generally available prior to the time of disclosure, becomes publicly known and made generally available after disclosure through  no action or inaction of Receiving Party, is already in the possession of Receiving Party at the time of disclosure, is obtained by the Receiving Party from a third party on a non-confidential basis without a breach of such third party’s  obligations of confidentiality, or is independently developed by the Receiving Party without use of or reference to Confidential Information of the Disclosing Party.

8.3 Non-Use and Non-Disclosure. The Receiving Party will treat as confidential all Confidential Information, not disclose such Confidential Information to any third party, except to its employees who have a need to know such information  for the purposes of performing hereunder, and subject to a written agreement containing provisions substantially as protective as the terms of this Section, and will not use such Confidential Information except in connection with performing its  obligations under this Agreement. The Receiving Party may disclose Confidential Information if required by law so long as it provides the Disclosing Party prompt written notice of such requirement prior to disclosure and assistance in obtaining an  order protecting such information from public disclosure.

9. LIMITATION OF LIABILITY

9.1 DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR BREACH OF SECTION 9 BY A PARTY, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER PARTY WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR ANY  CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF SUCH PARTY IS APPRISED OF THE  LIKELIHOOD OF SUCH DAMAGES OCCURRING.

9.2 CAP ON LIABILITY. EXCEPT FOR ANY OBLIGATIONS UNDER SECTION 8.2 ABOVE OR BREACH OF SECTION 9 BY A PARTY, UNDER NO CIRCUMSTANCES WILL A PARTY’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT  LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY PARTNER TO DRAGONFRUIT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE  DATE OF THE INITIAL EVENT RESULTING IN SUCH CLAIMS.

9.3 INDEPENDENT ALLOCATIONS OF RISK. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABLITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS MEANT TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES.  THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY DRAGONFRUIT TO PARTNER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS  AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THIS AGREEMENT HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

10. GENERAL

10.1 Independent Contractors. The relationship of the parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement should be construed to give either party the power to act as an agent  or direct or control the day-to-day activities of the other. Financial and other obligations associated with each party’s business are the sole responsibility of that party.

10.2 Non-Assignability and Binding Effect. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, this Agreement may be  assigned by either party in connection with a merger, acquisition of stock or assets, change of control, operation of law, or other similar transaction without prior consent of the other party. Any assignment or attempted assignment in violation  of the foregoing will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties and their successors and assigns.

10.3 Notices. Any notice required or permitted to be given under this Agreement will be effective if it is in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the  address set forth below and with the appropriate postage affixed. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date  of mailing or one business day following delivery to a courier.

To Dragonfruit:

Dragonfruit AI, Inc.

1070 Coleman Ave, Menlo Park CA 94025

To Partner:

_________________________________

_________________________________

_________________________________

Attn:

10.4 Force Majeure. Nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts, orders or restrictions, or any other reason where failure to perform is  beyond the control and not caused by the negligence of the non-performing party.

10.5 Foreign Corrupt Practices Act. In conformity with the United States Foreign Corrupt Practices Act and with Dragonfruit’s corporate policies regarding foreign business practices, Partner and its employees and agents will not directly  or indirectly make and offer payment, promise to pay, or authorize payment, or offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing an act or decision of an official of any government within  the Territory or the United States Government (including a decision not to act) or inducing such a person to use his influence to affect any such governmental act or decision in order to assist Dragonfruit in obtaining, retaining, or directing any  such business.

10.6 Governing Law and Litigation. The laws of the State of California govern this Agreement without giving effect to provisions related to choice of laws or conflict of laws. The application of the United Nations Convention on the Sale  of Goods is not applicable and expressly disclaimed by the parties. Venue and jurisdiction of any lawsuit involving this Agreement exists exclusively in the State and Federal courts located in Santa Clara County, California. The prevailing party  in any lawsuit arising from or relating to this Agreement is entitled to recover its costs, including reasonable attorney fees.

10.7 Remedies Cumulative. The remedies provided to the parties under this Agreement are cumulative and will not exclude any other remedies to which a party may be lawfully entitled.

10.8 Waiver and Severability. The waiver by either party of any breach of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation under this Agreement will  not be a waiver of such party’s right to demand strict compliance in the future. If any part of this Agreement is unenforceable, the remaining portions of this Agreement will remain in full force and effect.

10.9 Headings, Drafting and Interpretation. The headings appearing at the beginning of several sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or  interpret this Agreement. No ambiguity will be construed against any party based upon a claim that that party drafted the ambiguous language. Whenever required by context, a singular number will include the plural, the plural number will include  the singular, and the gender of any pronoun will include all genders.

10.10Entire Agreement. This Agreement, including any Orders or exhibits, is the final and complete expression of all agreements between these parties and supersedes all previous oral and written agreements regarding these matters. It may  be changed only by a written agreement signed by the party against whom enforcement is sought. The exhibits referred to in this Agreement are incorporated by this reference as if fully set forth here.

10.11Execution in Counterparts and by Facsimile. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which taken together will constitute but one and the same instrument. The Agreement may  be executed and delivered by facsimile and the parties agree that such facsimile execution and delivery will have the same force and effect as delivery of an original document with original signatures, and that each party may use such facsimile  signatures as evidence of the execution and delivery of this Agreement by all parties to the same extent that an original signature could be used.