Qapera Reseller Agreement (Commission Partner)

1. Parties and purpose

This Reseller Agreement (the “Agreement”) is entered into between Qapera Information Technologies Inc. (“Qapera”, “we”, “us”) and the applicant company approved by Qapera (“Partner”, “you”).

Purpose: Partner may introduce and close sales of Qapera software subscriptions and earn a commission. The product remains branded as Qapera. Qapera (or its designated billing entity) is the merchant of record unless otherwise agreed in writing.

2. Appointment

Subject to approval and ongoing compliance, Qapera appoints Partner as a non-exclusive reseller / commission partner for an agreed territory or market segment.

No exclusivity, agency for binding Qapera, employment, joint venture, or partnership (in the legal sense) is created. Partner may not subcontract rights without Qapera’s prior written consent.

3. Branding and customer relationship

All sales are presented under the Qapera brand. Partner may use Qapera trademarks solely as authorized in Qapera’s brand guidelines.

Unless Qapera agrees otherwise in writing, end customers contract with Qapera for the subscription, and Qapera owns the customer relationship for product access, billing, and core platform support.

4. Commercial terms — 10% commission

Commission rate: Partner earns a commission equal to ten percent (10%) of Qualifying Revenue from Qualifying Orders attributed to Partner under Qapera’s deal-registration or tracking rules.

Pricing basis: Qualifying Revenue is calculated on the applicable prices published on the Qapera website (qapera.com) for the relevant plan and term at the time of order acceptance (“List Price”), less any discounts expressly approved in writing by Qapera, and excluding taxes, refunds, chargebacks, unpaid amounts, and one-time professional services unless separately agreed.

Example: if a customer purchases a plan at the List Price shown on the Qapera website, Partner’s commission is 10% of that Qualifying Revenue (subject to collection and the payment rules below).

Commission is payable only on amounts actually collected by Qapera from the customer. No commission is due on free trials, internal accounts, or cancelled/unpaid orders.

Existing Qapera customer benefit: If Partner already holds an active paid Qapera subscription in good standing when a Qualifying Order attributed to Partner is accepted and the related customer payment is collected, Qapera will grant (a) two (2) additional free months on Partner’s own Qapera license/subscription, and (b) two (2) free months on the referred end customer’s Qapera license/subscription for that Qualifying Order. This benefit applies once per Qualifying Order under Qapera’s attribution rules, does not reduce the 10% commission unless Qapera states otherwise in writing, and may not be combined with other promotional free periods except as Qapera expressly allows.

5. Partner obligations

Partner shall market truthfully, not misrepresent features or pricing, comply with applicable laws (including anti-bribery and data protection), and promptly register opportunities as required by Qapera.

Partner shall not reverse engineer the software, disclose confidential information, or use Qapera materials outside the authorized sales purpose.

Commission invoicing: Partner must issue a valid commercial invoice (and any legally required tax invoice / e-invoice) to Qapera for each approved commission amount, in the form and with the details Qapera reasonably requests (including period, Qualifying Order references, and tax identification). Partner is responsible for correct invoicing under applicable tax law.

6. Commission payment against invoice

Qapera pays approved commissions only against a proper invoice issued by Partner to Qapera. No commission payment is due until Qapera has received a compliant invoice and completed its internal verification of attribution, Qualifying Revenue, and collection.

After a valid invoice is accepted, Qapera shall pay according to the payment schedule communicated upon onboarding (typically after customer payment clears and any applicable refund window), by bank transfer to the account designated by Partner.

Qapera may withhold, set off, or claw back commission amounts corresponding to refunds, chargebacks, unpaid customer balances, invoicing errors, or attribution disputes, and may require a credit note where legally appropriate.

7. Qapera obligations

Qapera shall provide reasonable sales enablement materials, confirm deal attribution in good faith, apply the existing-customer license benefit in Section 4 when eligibility is met, and process commission payments under Section 6.

8. Intellectual property

Qapera and its licensors retain all rights in the Qapera software, documentation, trademarks, and related IP. No IP assignment is made to Partner. Limited trademark license ends on termination.

9. Confidentiality and data

Each party shall keep the other party’s confidential information secret and use it only to perform this Agreement. Personal data shall be processed only as permitted by applicable law and any data processing terms Qapera provides.

10. Term, suspension, and termination

This Agreement starts on written approval by Qapera and continues until terminated by either party with written notice (or immediately for material breach, unlawful conduct, or brand harm).

On termination, unpaid earned commissions remain payable subject to a valid Partner invoice and clawback for refunds/chargebacks; Partner must stop using Qapera marks and return or destroy confidential materials on request.

11. Liability

To the maximum extent permitted by law, Qapera’s aggregate liability under this Agreement is limited to the commissions paid to Partner in the three (3) months preceding the claim. Neither party is liable for indirect or consequential damages. Nothing excludes liability that cannot be limited by law.

12. Governing law and acceptance

Governing law and dispute forum will be specified in the signed partner 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 Reseller model constitutes acknowledgment of these commercial terms. A binding agreement is formed only when Qapera issues written approval / countersigned partner terms.