Qapera White-Label Partner Agreement

1. Parties and purpose

This White-Label Partner Agreement (the “Agreement”) is entered into between Qapera Information Technologies Inc. (“Qapera”) and the approved white-label partner (“Partner”, “you”).

Purpose: Partner markets, sells, invoices, supports, and operates the customer relationship under Partner’s own company brand and logo. The Qapera logo and brand are removed entirely from the customer-facing product and commercial materials under this model.

Role of Qapera: Qapera acts as Partner’s underlying software / platform provider (backend technology team). Qapera has no direct contractual, sales, support, or marketing relationship with Partner’s end customers.

2. Appointment and license

Subject to written approval and ongoing compliance, Qapera grants Partner a non-exclusive, non-transferable, revocable license to offer the Qapera platform as a fully white-labeled product in an agreed territory or segment.

Partner does not receive ownership of the software, source code, or Qapera IP. End-customer access is provisioned only through Partner’s white-label instance as configured by Qapera.

No employment, agency with power to bind Qapera toward end customers, joint venture, or exclusivity is created unless a separate written exclusivity schedule is signed.

3. Full white-label branding — no Qapera logo

Under this model the Qapera logo and Qapera brand are removed completely from the customer-facing interface and from Partner’s invoices and go-to-market materials directed to end customers, within the product’s white-label capability.

Partner presents the offering under Partner’s own trademark, trade name, and visual identity. End customers contract with and are billed by Partner only.

Partner shall not register trademarks that are confusingly similar to Qapera’s marks in a way that harms Qapera’s IP. Partner shall not publicly disclose Qapera as the visible vendor to end customers in ordinary sales materials, except where disclosure is legally required or Qapera consents in writing.

On termination or material breach, Qapera may disable white-label branding and stop provisioning new licenses.

4. No direct end-customer relationship with Qapera

Qapera does not sell to, invoice, support, or market to Partner’s end customers under this model.

All sales, pricing to end customers, contracts, collections, onboarding, training, first-line and ongoing support, and marketing are solely Partner’s responsibility.

Technical escalation from Partner to Qapera (platform defects, infrastructure, product bugs) remains available to Partner as the licensed operator; it is not an end-customer helpdesk operated by Qapera.

5. Commercial terms — 50% commission / margin

Partner margin: Partner’s commercial entitlement is fifty percent (50%) of the applicable List Price (commission/margin). Qapera’s license supply price to Partner is therefore fifty percent (50%) of List Price, unless a signed commercial schedule states otherwise.

Pricing basis (same framework as the Dealer program): List Price means the prices published on the Qapera website (qapera.com) for the equivalent plan and term at activation/order, less only discounts expressly approved in writing by Qapera.

Example: if List Price is 100 currency units, Partner’s margin reference is 50 and the amount payable by Partner to Qapera for that license unit is 50 (subject to the invoicing rules below).

Partner sets end-customer prices freely under Partner’s brand. The amount Partner owes Qapera remains based on List Price (or another base agreed in writing), not on a lower unofficial end-customer discount.

6. Invoicing and tax — Qapera invoices Partner only

Qapera invoices Partner solely for license / platform supply fees due under this Agreement (including the monthly minimum and any additional licenses).

Partner invoices end customers under Partner’s own tax identity and commercial terms. End-customer tax, VAT/GST, e-invoicing, consumer rules, and local fiscal obligations in Partner’s country are Partner’s sole responsibility.

Qapera is not subject to, and does not assume, Partner’s local country tax registration, collection, or remittance duties toward Partner’s end customers by reason of this white-label model. Qapera’s invoice is a B2B license/platform fee invoice to Partner.

Each party remains responsible for taxes legally due on its own supplies under the laws applicable to that party.

7. Monthly minimum of ten (10) licenses

Minimum commitment: Partner undertakes to purchase / activate at least ten (10) Qualifying Licenses per calendar month (“Monthly Minimum”).

A Qualifying License means a paid license unit on Partner’s white-label instance, calculated on List Price rules in Section 5.

Month-end collection: At the end of each calendar month, Qapera shall invoice and collect from Partner the fees for ten (10) license units at the white-label supply price (50% of List Price, unless otherwise scheduled), corresponding to the Monthly Minimum — whether allocated to end customers or held by Partner.

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

8. Prepaid first ten licenses

As a condition of activating the white-label appointment, Partner shall pay in advance (peşin) for the first ten (10) license units at the white-label supply price based on then-current List Prices.

Those prepaid units may be allocated to Partner’s first ten end-customer activations. Until prepaid, Qapera is not obliged to provision a production white-label environment under this model.

Unused prepaid capacity is handled under the written commercial schedule (credit toward later months, carry-forward, or refund policy if any).

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

If Partner does not allocate ten (10) licenses to end customers in a given month, Partner may still satisfy the Monthly Minimum by purchasing the shortfall units and paying Qapera’s invoice.

If Partner neither achieves nor purchases the Monthly Minimum, the parties shall discuss in good faith. By mutual written agreement, Qapera may (a) downgrade Partner to another model (for example Authorized Dealer or Reseller), (b) suspend white-label provisioning, and/or (c) terminate this appointment.

Repeated failure, non-payment, or refusal to resolve in good faith may lead to suspension or termination after written notice and a reasonable cure period (shorter or immediate action for non-payment, fraud, IP misuse, or brand/security harm).

10. Partner operational obligations (sales, marketing, support)

Partner is fully responsible for all sales, marketing, pricing, contracting, invoicing, collections, onboarding, training, and customer support under Partner’s brand.

Partner shall maintain competent support capacity for its end customers and shall not represent that Qapera is the customer-facing vendor.

Partner shall comply with applicable laws in its markets (including consumer, privacy, anti-bribery, and tax laws applicable to Partner) and with Qapera’s acceptable-use and security policies for the platform.

Partner shall flow down necessary end-user terms to its customers so that platform use remains lawful and consistent with Qapera’s technical and security requirements.

11. Qapera obligations (underlying platform)

Qapera shall operate, maintain, and update the underlying platform; provide white-label configuration that removes Qapera branding from the customer-facing experience within product capability; and invoice Partner for license units under this Agreement.

Qapera shall provide technical support to Partner (as licensed operator), not a direct helpdesk for Partner’s end customers.

12. Intellectual property

Underlying software IP remains with Qapera and its licensors. Partner retains its own trademarks and marketing content. No joint ownership is created.

No source-code license or IP assignment is granted. The white-label right is a limited brand-presentation and resale/sublicense right only.

13. Confidentiality and personal data

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

Partner is the customer-facing controller (or equivalent) for end-customer personal data. Qapera processes platform data as described in Qapera’s privacy terms and any white-label DPA. Partner must not require Qapera to contact end customers directly except as needed for critical security incidents.

14. Term, suspension, and termination

This Agreement starts on Qapera’s written approval and continues until terminated under Section 9, by notice under the signed schedule, or immediately for material breach, unlawful conduct, or security/IP harm.

On termination, white-label branding is disabled, Partner must stop presenting the product under its brand as powered by unauthorized access, settle outstanding invoices, and handle end-customer continuity under Partner’s own contracts (Qapera has no direct end-customer obligation).

15. Liability and indemnity

Partner shall indemnify Qapera against third-party claims arising from Partner’s branding, sales claims, support failures, local tax/invoicing to end customers, or unlawful processing of customer data, except to the extent caused by Qapera’s platform defect.

Except for liability that cannot be limited by law, Qapera’s aggregate liability is limited to amounts paid by Partner to Qapera under this model in the six (6) months preceding the claim. Indirect and consequential damages are excluded to the fullest lawful extent.

16. Governing law and acceptance

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

Selecting White label in the application acknowledges these commercial terms. A binding agreement is formed only when Qapera issues written approval / countersigned partner terms.