Qapera Authorized Dealer Agreement

1. Parties and purpose

This Authorized Dealer Agreement (the “Agreement”) is entered into between Qapera Information Technologies Inc. (“Qapera”) and the company approved as an authorized dealer (“Dealer”, “you”).

Purpose: Dealer is appointed to sell Qapera subscriptions under the Qapera brand, provide local first-line support and onboarding, purchase license capacity from Qapera, and invoice end customers directly — under the commercial rules in this Agreement.

This Dealer model is Qapera’s primary channel model. It differs from the Reseller model: Dealer is the contracting and invoicing party toward the end customer, while Qapera invoices Dealer.

2. Appointment and territory

Subject to written approval, training completion, and ongoing compliance, Qapera appoints Dealer as a non-exclusive authorized dealer for an agreed country, territory, or market segment (“Territory”).

No employment, agency with power to bind Qapera beyond this Agreement, joint venture, or exclusivity is created unless a separate written exclusivity schedule is signed.

Dealer may not appoint sub-dealers or transfer this appointment without Qapera’s prior written consent.

3. Lead referral from Qapera

Inbound leads generated through Qapera channels (including the Qapera website, campaign forms, and similar Qapera-owned intake) that match Dealer’s approved Territory are referred to Dealer for local follow-up and closing.

Dealer closes those referred opportunities itself: Dealer runs the sales process, contracts with the end customer, and invoices the end customer under the Dealer model rules in this Agreement.

For licenses activated from such referred leads, Qapera invoices Dealer under Sections 5 and 6 (List Price / 25% Dealer margin framework and Qapera → Dealer invoicing). Qapera does not invoice the end customer on those deals.

Referral does not by itself create exclusivity over every opportunity in the Territory. Qapera may still operate direct or other-channel motions where written exclusivity has not been granted. Duplicate or out-of-Territory leads may be reassigned under Qapera’s deal-registration rules.

Dealer shall respond to referred leads within the response times communicated at onboarding and shall report outcomes so Qapera can keep attribution and Monthly Minimum records accurate.

4. Branding and customer presentation

All sales must be presented as Qapera. Dealer may use Qapera trademarks only as authorized in Qapera’s brand guidelines.

White-labeling, removing the Qapera logo, or rebranding the product as Dealer’s own software is not permitted under this model.

Dealer shall not make false or misleading claims about features, pricing, SLAs, or roadmap items beyond Qapera’s published capabilities without written approval.

5. Commercial terms — 25% commission / margin

Dealer margin: Under this model Dealer’s commercial entitlement is twenty-five percent (25%) of the applicable List Price (referred to as commission/margin). Qapera’s supply price to Dealer is therefore seventy-five percent (75%) of List Price, unless a signed commercial schedule states otherwise.

Pricing basis (same framework as the Reseller program): List Price means the prices published on the Qapera website (qapera.com) for the relevant plan and term at the time the license is activated or ordered, less only discounts expressly approved in writing by Qapera. Taxes are handled under applicable law and are outside the percentage calculation unless the schedule says otherwise.

Example: if the website List Price for a plan is 100 currency units, Dealer’s margin is 25 and the amount payable by Dealer to Qapera for that license unit is 75 (subject to tax invoicing rules).

End-customer pricing: Dealer may set the price charged to the end customer, provided Dealer does not create unlawful or reputationally harmful channel conflict with Qapera’s published offers. The amount Dealer owes Qapera remains based on List Price (or another base agreed in writing), not on a lower unofficial discount Dealer may grant unilaterally.

The same commercial and invoicing rules apply to deals closed from Qapera-referred leads under Section 3.

6. Invoicing chain (Qapera → Dealer → end customer)

Qapera invoices Dealer for license fees / supply amounts due under this Agreement (including the monthly minimum commitment, additional licenses, and licenses from Qapera-referred leads).

Dealer invoices the end customer for the subscription and any related local services Dealer provides. The end-customer contract and collection risk toward the end customer sit with Dealer, except for platform defects that are Qapera’s responsibility.

Dealer must keep accurate books of activated licenses, end-customer identities (as needed for support and compliance), and payment status, and must share reports Qapera reasonably requests for reconciliation.

Each party is responsible for issuing legally valid invoices (including e-invoices where required) for the supplies it makes under applicable tax law.

7. Monthly minimum of three (3) sales / licenses

Minimum commitment: Dealer undertakes to achieve at least three (3) Qualifying License activations per calendar month in the approved territory (“Monthly Minimum”).

A Qualifying License means an activated paid Qapera subscription for an end customer (or a license slot purchased by Dealer for allocation), calculated on List Price rules in Section 5.

Month-end collection: At the end of each calendar month, Qapera shall invoice and collect from Dealer the fees for three (3) license units at the Dealer supply price (75% of List Price, unless otherwise scheduled), corresponding to the Monthly Minimum — whether those three units were sold to end customers or retained/purchased by Dealer.

Additional volume: Licenses activated above the Monthly Minimum in the same month are invoiced by Qapera to Dealer under the same pricing rules, on the billing cycle Qapera communicates at onboarding.

Sales closed from Qapera-referred leads in the Territory count toward the Monthly Minimum when they result in Qualifying License activations in that month.

8. Prepaid first three sales

As a condition of activating the Dealer appointment, Dealer shall pay in advance (peşin) for the first three (3) license units at the Dealer supply price based on then-current List Prices.

Those prepaid units may be allocated to Dealer’s first three end-customer activations. Until prepaid, Qapera is not obliged to provision production licenses under this Dealer model.

Prepaid amounts are applied to actual activations; unused prepaid capacity is handled under the written commercial schedule (credit toward later months, carry-forward rules, or refund policy if any).

9. Failure to meet the Monthly Minimum — downgrade / termination

If Dealer does not complete three (3) end-customer sales in a given month, Dealer may still satisfy the Monthly Minimum by purchasing the shortfall license units for itself (for demo, internal use, or later allocation), and paying Qapera’s invoice for those units.

If Dealer neither achieves three sales nor purchases the shortfall, the parties shall discuss in good faith. By mutual written agreement, Qapera may (a) downgrade Dealer to another partner model (for example Reseller), (b) suspend new license provisioning, and/or (c) terminate this Dealer appointment.

Repeated failure across consecutive months, non-payment of Qapera invoices, or refusal to engage in good-faith resolution constitutes grounds for suspension or termination even without mutual agreement, after written notice and a reasonable cure period stated in the notice (except for non-payment, fraud, or brand harm, which may justify shorter or immediate action).

10. Dealer operational obligations

Dealer shall complete Qapera’s required product and sales training, maintain competent local first-line support, and onboard end customers professionally.

Dealer shall work Qapera-referred Territory leads diligently under Section 3, escalate product defects and priority incidents to Qapera within agreed service expectations, and shall not promise SLAs or custom features beyond published capabilities without written approval.

Dealer shall comply with anti-bribery, sanctions, export, consumer, and data-protection laws applicable to its sales.

11. Qapera obligations

Qapera shall provide the platform, partner enablement materials, second-line / product support to Dealer, and license provisioning for units duly ordered and paid (or covered by approved credit terms, if any).

Qapera shall refer Territory-matching inbound leads under Section 3, invoice Dealer clearly for minimum and additional license units, and apply the List Price rules in Section 5 in good faith.

12. Intellectual property

All rights in the Qapera software, documentation, and trademarks remain with Qapera and its licensors. Dealer receives only a limited, revocable, non-transferable license to market and resell access as an authorized dealer.

No source-code license, white-label right, or IP assignment is granted under this Agreement.

13. Confidentiality and personal data

Each party shall protect the other party’s confidential information and use it only to perform this Agreement.

Because Dealer invoices and supports end customers, Dealer is typically an independent controller (or equivalent) for its customer relationship data, and must comply with applicable privacy law. Platform-side processing by Qapera follows Qapera’s privacy terms and any DPA issued for dealers. Lead data shared for Territory referral may be used by Dealer only to pursue that opportunity under this Agreement.

14. Term, suspension, and termination

This Agreement starts on Qapera’s written approval and continues until terminated under Section 9, by either party on written notice as stated in the signed schedule, or immediately for material breach, unlawful conduct, or brand harm.

On termination or downgrade, Dealer must stop presenting itself as an authorized Qapera dealer, settle outstanding invoices, and cooperate on an orderly transition of affected end customers as reasonably requested and legally permitted.

15. Liability

Except for liability that cannot be limited by law (including fraud and willful misconduct), each party’s aggregate liability under this Agreement is limited to the amounts paid by Dealer to Qapera in the six (6) months preceding the claim.

Neither party is liable for indirect, incidental, or consequential damages (including lost profits) to the fullest extent permitted by law.

Dealer remains responsible to its end customers for Dealer’s own sales promises, local services, and invoicing errors.

16. Governing law and acceptance

Governing law and dispute forum will be specified in the signed dealer paperwork (or, if none yet, the laws applicable to Qapera’s principal place of business, without conflict-of-law rules).

Submitting a dealership application and selecting the Dealer model constitutes acknowledgment of these commercial terms. A binding agreement is formed only when Qapera issues written approval / countersigned partner terms.