Effective Date: January 1, 2025

This Agreement is made on the date on which You accept the terms of this Agreement (the Effective Date) by and between Hyperlogs LLC, a Virginia limited liability company with its principal place of business at 105 Interpromontory Rd, Great Falls, VA 22066 ("Hyperlogs") and the person or entity agreeing to enter into this Agreement ("You" or the "Partner") (each a "Party" or collectively, the "Parties"). The Partner would like to participate in Hyperlogs' partner program (the "Program"). This Agreement governs the Program and the relationship between Hyperlogs and the Partner.

You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then references to "the Partner" in the remainder of this Agreement means your company, and you warrant that you are properly authorized to bind your company to this Agreement.

You agree to the terms of this Agreement when you click on the "I agree" button that is presented to you at the time of submitting your details to the Partner Program. If you do not agree with this Agreement, do not click the "I agree" button and notify Hyperlogs that you do not wish to be part of the Partner Program.

1. Definitions

Capitalized terms used in this Agreement shall be defined where first used or as follows:

• Appendix means each appendix attached to this Agreement.
• Closed Deal means an opportunity which is delivered to Hyperlogs where it is the responsibility of the Partner to complete the sales cycle.
• Commercial Schedule means the commercial schedule attached to this Agreement.
• Confidential Information of a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, but does not include any information which is in the public domain other than through a breach of confidence.
• Deal Type means a Lead or a Closed Deal.
• End User means the named individual users of the Hyperlogs Products.
• Lead means an opportunity which is delivered to Hyperlogs where it is the responsibility of Hyperlogs to engage with the Customer to complete the sales cycle and close the deal.
• Order Form means a transactional document issued by Hyperlogs which states the Hyperlogs Products being purchased, term of use, price, and other applicable transaction details.
• Partner Status means the Partner Status as set out in the Commercial Schedule (for example, SILVER or GOLD).
• Hyperlogs Acceptable Use Policy means the Hyperlogs acceptable use policy available at https://www.hyperlogs.com/terms-and-conditions.
• Hyperlogs Privacy Policy means the Hyperlogs privacy policy available at https://www.hyperlogs.com/privacy-policy.
• Hyperlogs Products means any Hyperlogs observability, monitoring, and logging products and services provided to a customer or End User through the Hyperlogs websites, online application suite or that Hyperlogs otherwise provides or makes accessible to customers and End Users.
• Hyperlogs Terms and Conditions means the terms and conditions applicable to the Hyperlogs Products available at https://www.hyperlogs.com/terms-and-conditions.

2. Partnership

2.1 Hyperlogs and Partner hereby establish the relationship described in the relevant Appendix(s) and the Commercial Schedule. Rights, benefits and obligations in connection with the Partnership shall be subject to the Appendix(s) and the Commercial Schedule.

2.2 The Partner is a non-exclusive sales partner of Hyperlogs and an independent contractor. This Agreement is not intended to create a legal relationship between the parties of partnership, joint venture, agency or employment. Nothing in this Agreement or Appendix is intended to prevent one Party from dealing with any other party or from distributing other third-party products or services in any manner.

2.3 The Partner is not entitled to the benefit of any insurance or workers compensation policies held by Hyperlogs.

3. Fees and Records

3.1 The Parties each agree to pay the fees set out in the relevant Appendix(s) and in accordance with the payment terms in this section 3. Unless otherwise specified in the Agreement, all fees are due net thirty (30) days after the date of the invoice or Order Form (as applicable). All invoices shall be expressed and paid in USD unless otherwise specified in the Commercial Schedule. If Partner fails to make payments when due, then in addition to its other rights and remedies, Hyperlogs will have the right to suspend or terminate this Agreement and to recover its reasonable costs and expenses expended in the collection of such payments.

3.2 All fees are exclusive of, and Partner is responsible for paying, any tax, GST, VAT, right, tariff, fee, duty or levy that may be assessed by any jurisdiction in connection with Agreement (other than Hyperlogs' income tax).

3.3 The Partner shall keep proper, accurate and up to date records and data relating to the performance of its obligations under the Agreement, and all payments made and received by the Partner in connection with this Agreement. Partner shall retain such records from the Effective Date until at least four (4) years after the expiry or termination of the Agreement.

4. Term and Termination

4.1 This Agreement commences on the Effective Date and continues for a period of 12 months.

4.2 Unless terminated in accordance with this clause, this Agreement will automatically renew for a further period of twelve (12) months on each anniversary of the Effective Date, unless either Party notifies the other in writing of its desire to terminate the agreement at least twenty-eight (28) days prior to the end of the then-current term.

4.3 Either Party may terminate this Agreement or any Partnership by providing the other Party with at least twenty-eight (28) days prior written notice.

4.4 Either Party may terminate this Agreement immediately and at any time if the other Party breaches this Agreement with no cure, or an event occurs that is likely to have a material adverse effect on the other Party's ability to perform its obligations under this Agreement.

4.5 In the event of termination, the Partner shall immediately destroy or return to Hyperlogs all material and collateral related to Hyperlogs or its affiliates, including, without limitation, all copies of Hyperlogs' Confidential Information.

5. Confidentiality

5.1 Each Party (Recipient) must keep confidential and not disclose to any third party Confidential Information of the other Party, with the exception that a Recipient may disclose such Confidential Information:

• to a third party with the prior written consent of the other Party provided that such third party is subject to confidentiality obligations no less stringent than under this Agreement;
• to the Recipient's officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurances provided that such recipients are subject to confidentiality obligations no less stringent than under this Agreement; and
• where the Recipient is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body.

5.2 Each Party must only use Confidential Information of the other Party for the purpose for which it was disclosed in connection with this Agreement.

6. Privacy

6.1 The Partner agrees to be subject to the Hyperlogs Privacy Policy.

6.2 Where applicable data protection regulations (including GDPR, CCPA, or similar laws) apply to any of the Partner's data, the terms of Hyperlogs' Data Processing Agreement will apply.

7. Intellectual Property

The Partner acknowledges that Hyperlogs owns all intellectual property in the Hyperlogs Products, the Program and any marketing, collateral or other materials that may be provided to the Partner for the purposes of the Program, or otherwise created or developed by Hyperlogs for the purposes of the Program. The Partner agrees to take all reasonable steps required by Hyperlogs to give full effect to this clause.

8. Promotion and Co-selling

8.1 At any time throughout the term of the agreement, at the election of Hyperlogs, the Partner (or any agent of the Partner) may be required to satisfactorily complete a product demonstration call with Hyperlogs.

8.2 The Partner must:

• only promote the Hyperlogs Products according to the specifications and reasonable directions provided by Hyperlogs;
• represent the Hyperlogs Products fairly, honestly and in good faith;
• not disparage or otherwise damage the reputation and goodwill associated with Hyperlogs and the Hyperlogs Products; and
• obtain all necessary consents required to provide a potential customer's information to Hyperlogs.

8.3 In the event the Partner breaches clause 8.2, Hyperlogs is entitled to request that the Partner remove or amend any promotional material or content within two business days.

9.  Demo Account

9.1 Hyperlogs may offer certain Hyperlogs Products to the Partner at no charge, including free demo accounts. The Partner must use demo accounts solely in connection with their participation in the Program to demonstrate or test the features of the relevant Hyperlogs Product.

9.2 Hyperlogs may monitor the Partner's usage of such demo accounts on an ongoing basis to ensure compliance with the applicable usage restrictions.

10. Restrictions

10.1 The Partner shall not, and shall not permit, engage or assist others to:

• use the Hyperlogs Products for any purpose other than those expressly set out in this Agreement;
• modify the Hyperlogs Products or any collateral unless expressly permitted by Hyperlogs; or
• use, distribute, copy, duplicate or otherwise reproduce all or any part of the Hyperlogs Products other than as permitted by this Agreement.

11.  Warranties and Disclaimers

11.1 Each Party represents and warrants that it has the right to enter into this Agreement and perform its obligations in the manner contemplated by this Agreement.

11.2 Except as expressly stated in this Agreement or required under any applicable law, Hyperlogs does not make any representation or warranty (express or implied) in respect of the Hyperlogs Products.

12. Liability and Indemnity

12.1 The Partner agrees to indemnify Hyperlogs in respect of any claim, action, damage, loss, cost, charge, expense, penalty, fine or payment that Hyperlogs suffers, incurs or is liable for as a result of the Partner's participation in the Program, or a breach of this Agreement by the Partner.

12.2 To the extent permitted by law, Hyperlogs' maximum aggregate liability for any claims arising out of or related to this Agreement is limited to the amount set out in the applicable Appendix.

12.3 Neither Party will be liable for any special, punitive, indirect, incidental or consequential damages including loss of data, loss of anticipated revenue or profits, work stoppage or impairment of other assets.

13. Governing Law

This Agreement shall be governed by the laws of the Commonwealth of Virginia, United States, and the parties submit to the exclusive jurisdiction of the courts of Virginia.

14. Dispute Resolution

14.1 Hyperlogs and the Partner agree to make a genuine attempt to resolve any dispute arising in relation to this Agreement through mediation, negotiation or other alternative dispute resolution processes.

15. Miscellaneous

15.1 Partner represents and warrants that it:

• will act lawfully and comply with any applicable laws, regulations, industry codes and standards;
• will perform its obligations under this Agreement in a manner that reflects favorably on Hyperlogs;
• will not make any false or misleading representations with respect to Hyperlogs and the Hyperlogs Products;
• has obtained the necessary consent from any potential customer prior to providing their information to Hyperlogs;
• uses commercially appropriate privacy and security measures and handles data in compliance with all applicable privacy laws.

15.2 Hyperlogs may modify this Agreement at any time, in which case it will notify the Partner of any changes. If the Partner is not satisfied with any changes, it may terminate these Terms in accordance with clause 4.3.

15.3 This Agreement constitutes the entire agreement between the parties. This Agreement may be executed using an electronic signature platform.

15.4 The Partner may not assign this Agreement without Hyperlogs' prior written consent.

Appendix 1: Referrer Partner

1. Definitions

• Commission Amount means the percentage of Total Revenue attributable to the Partner, as specified in the Commercial Schedule.
• Qualifying Referral means:
  • the Referral is accepted by Hyperlogs;
  • the Referral Customer becomes a paid customer within 90 days of the Referral;
  • the Referral Customer is on an annual subscription plan; and
  • the Referral Customer has paid Hyperlogs all amounts due.
• Referral means Partner's notification to Hyperlogs of a desire to introduce a potential customer to purchase Hyperlogs Products.
• Total Revenue means the recurring revenue that Hyperlogs actually receives from Qualifying Referrals attributable to the Partner.

2. Process

2.1 To make a Referral, the Partner must notify Hyperlogs via email to contact@hyperlogs.com.

2.2 Hyperlogs must, within a commercially reasonable timeframe, provide the Partner with written notice of its acceptance or rejection of the Referral.

2.3 Upon receipt of an acceptance, the Partner will facilitate an introduction to the Referral Customer.

3. Referral Commission

3.1 Hyperlogs will pay the Partner the Commission Amount until the Agreement is terminated.

3.2 Within 15 business days of the end of each quarter, Hyperlogs will notify the Partner of the Commission Amount payable and request an invoice.

3.3 Within 15 days of receiving a valid invoice, Hyperlogs will pay the invoice.

Appendix 2: Reseller Partner

1. Definitions

• Resale means the Partner providing the Hyperlogs Products to Resale Customers pursuant to the Hyperlogs Terms and Conditions.
• Resale Customer means a customer who is the subject of a Resale.
• Subscription Payment means the amount specified in the relevant Order Form, exclusive of taxes.

2. Rights and Obligations

2.1 Hyperlogs grants the Partner a non-exclusive license to Resell the Hyperlogs Products to potential customers.

2.2 Partner must require each Resale Customer to sign or otherwise assent to the Hyperlogs Terms and Conditions and Privacy Policy.

2.3 The Partner must use its best endeavors to promote the Resale of the Hyperlogs Products.

3. Process

3.1 To make a Resale, the Partner must notify Hyperlogs via email to contact@hyperlogs.com.

3.2 Upon acceptance, Hyperlogs will issue an Order Form to the Partner.

3.3 Upon acceptance of the Order Form, Hyperlogs will grant access to the Hyperlogs Products.

4. Pricing and Payment

4.1 Partner will pay Hyperlogs the Subscription Payment for each order in accordance with the discount provisions in the Commercial Schedule.

4.2 Billing is determined per customer account, based on the number of licenses purchased.

Commercial Schedule

Partner Benefits

Notes:

• All amounts are in USD
• Commission is paid quarterly
• Partner status is reviewed annually based on sales performance
• Upgrades are immediate upon reaching thresholds
• Minimum sales thresholds reset annually

Contact Information:

• Email: contact@hyperlogs.com
• Website: https://www.hyperlogs.com/partners/
• Address: 105 Interpromontory Rd, Great Falls, VA 22066

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