Irys Partner Program Agreement

1. Parties and Definitions

This Irys Partner Program Agreement (“Agreement”) is entered into by and between Iqidis, Inc., a Delaware corporation doing business as Irys (“Company,” “Irys,” “we,” or “us”), with its principal place of business at 3 Columbus Circle, Floor 15, New York, NY 10019, and the entity or individual applying to the Irys Partner Program (“Partner,” “you,” or “your”).

By submitting a Partner Program application or executing this Agreement, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions set forth herein.

“Irys Platform” means the Irys One legal AI platform, including all modules, features, services, and documentation provided by Irys. “Referred Customer” means a prospective or actual customer introduced to Irys by Partner through a registered deal. “Net Revenue” means gross contract value minus discounts, credits, chargebacks, and refunds. “Commission” means the compensation payable to Partner as set forth in Section 5. “Confidential Information” has the meaning set forth in Section 8.

2. Program Enrollment and Acceptance

2.1. Enrollment in the Irys Partner Program is subject to Irys's sole discretion. Submission of an application does not guarantee acceptance. Irys reserves the right to reject any application without cause.

2.2. Upon acceptance, Partner will be assigned to one of the following tracks: (a) Referral Partner, (b) Reseller Partner, or (c) Strategic Partner. Track assignment is determined by Irys based on Partner's application, qualifications, and mutual agreement.

2.3. Partner represents and warrants that all information provided in the application is true, accurate, and complete, and that Partner has full authority to enter into this Agreement.

3. Partner Obligations

3.1. Promotion.Partner agrees to promote the Irys Platform in a professional manner consistent with Irys's brand guidelines and the terms of this Agreement.

3.2. Compliance.Partner shall comply with all applicable federal, state, and local laws and regulations, including without limitation the Federal Trade Commission's Endorsement Guides (16 CFR Part 255), which require clear and conspicuous disclosure of any material connection between Partner and Irys in all promotional communications. Partner is solely responsible for complying with the laws, regulations, professional conduct rules, and advertising or endorsement disclosure requirements of Partner's own country and local jurisdiction, including any that apply in addition to or in place of the U.S. requirements referenced above.

3.3. Lead Consent. Prior to registering any deal or sharing any prospect information with Irys, Partner must obtain explicit, informed consent from the prospect to share their contact information and business details with Irys. Partner shall maintain records of such consent.

3.4. No Unauthorized Representations. Partner shall not make any representations, warranties, or commitments on behalf of Irys, including without limitation representations regarding pricing, features, security, compliance certifications, or service levels, except as expressly authorized in writing by Irys.

3.5. No Competing Claims. Partner shall not position or market the Irys Platform in a manner that is misleading, deceptive, or likely to cause confusion with competing products.

4. Deal Registration and Protection

4.1. Registration. To receive credit for a referral, Partner must register the deal through the designated partner portal or by written notice to Irys prior to or within five (5) business days of the initial introduction.

4.2. Protection Period.Registered deals are exclusively protected for ninety (90) days from the date of registration. Extensions may be granted at Irys's discretion upon demonstration of active progress.

4.3. Activity Requirements. Deals must demonstrate meaningful progress every thirty (30) days. Irys reserves the right to expire stalled registrations and return the opportunity to the open pipeline.

4.4. Exclusions.Certain enterprise accounts are managed directly by Irys and are excluded from partner registration. The deal registration system will flag conflicts. Irys's determination of conflicts shall be final.

4.5. Sourced vs. Influenced.“Sourced” deals are those where Partner originated the relationship and drives the opportunity. “Influenced” deals are those where Partner contributed to an existing opportunity. Commission rates differ based on classification, as determined by Irys.

5. Compensation

5.1. Commission Rates.Commission rates are determined by Partner's track assignment and deal classification, as communicated to Partner upon enrollment. Irys reserves the right to modify commission rates upon thirty (30) days' written notice, provided that such modifications shall not apply to deals registered prior to the effective date of the modification.

5.2. Calculation. Commissions are calculated on Net Revenue. gross contract value minus discounts, credits, chargebacks, and refunds.

5.3. Holdback. Commissions are subject to a ninety (90) day holdback period from deal close. If the Referred Customer cancels, terminates, or materially reduces their subscription within the holdback period, a proportional clawback adjustment will be applied.

5.4. Payment. Commissions are processed quarterly via ACH after the holdback period clears. Partner is responsible for providing accurate banking information and for all applicable taxes on commission income. Irys will issue a Form 1099 where required by law.

5.5. Minimum Threshold. Commissions below $100 in a given quarter will be carried forward to the next quarter.

6. Intellectual Property, Sales Materials, and Branding

6.1. Irys grants Partner a limited, non-exclusive, non-transferable, revocable license to use Irys's name, logo, and approved marketing materials solely for the purpose of promoting the Irys Platform in accordance with this Agreement and Irys's brand guidelines. This license may be revoked by Irys at any time, for any reason, upon written notice.

6.2. Partner shall not modify, alter, reverse engineer, decompile, or create derivative works of Irys's trademarks, logos, marketing materials, sales collateral, product demonstrations, pitch decks, pricing documents, or any other materials provided by Irys (collectively, “Irys Materials”) without prior written consent.

6.3. Sales Materials NDA.All Irys Materials provided to Partner. including without limitation sales decks, pricing sheets, competitive positioning documents, product roadmaps, demo environments, and internal training materials. are Confidential Information of Irys and subject to the confidentiality obligations in Section 8. Partner shall not share, distribute, forward, screenshot, reproduce, or otherwise disclose Irys Materials to any third party, including prospects, without Irys's prior written consent. Partner acknowledges that unauthorized disclosure of Irys Materials may cause irreparable harm to Irys and that Irys shall be entitled to injunctive relief in addition to any other remedies available at law or in equity.

6.4. All intellectual property rights in the Irys Platform, Irys Materials, and all derivatives, modifications, and improvements thereof are and shall remain the sole and exclusive property of Irys. Nothing in this Agreement transfers or assigns any intellectual property rights to Partner.

6.5. All goodwill arising from Partner's use of Irys's marks inures exclusively to the benefit of Irys.

6.6. Upon termination of this Agreement for any reason, Partner shall (a) immediately cease all use of Irys's trademarks, logos, and marketing materials, (b) return or permanently destroy all copies of Irys Materials in Partner's possession or control within five (5) business days, and (c) certify in writing that all Irys Materials have been returned or destroyed.

7. Non-Disparagement

7.1. During the term of this Agreement and for a period of two (2) years following termination, neither party shall make, publish, or cause to be made or published any statement, whether oral or written, that disparages, defames, or casts in a negative light the other party, its products, services, officers, directors, employees, or business practices.

7.2. This provision does not restrict either party from (a) providing truthful testimony in any legal proceeding, (b) making truthful statements to governmental or regulatory bodies, or (c) exercising rights that cannot be waived under applicable law.

8. Confidentiality and Non-Disclosure

8.1. “Confidential Information” means all non-public information disclosed by either party to the other, whether orally, in writing, electronically, or by any other means, including without limitation: commission rates and structures, deal terms and pipeline information, customer lists and contact information, business strategies and financial information, product roadmaps and feature plans, pricing models and discount structures, technical architecture and infrastructure details, sales materials and competitive positioning, training materials and internal documentation, and any information that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.

8.2. Partner agrees to (a) hold Irys's Confidential Information in strict confidence using at least the same degree of care Partner uses to protect its own confidential information, but in no event less than reasonable care, (b) not disclose such information to any third party without Irys's prior written consent, (c) use such information solely for the purposes contemplated by this Agreement, (d) limit access to Confidential Information to those employees and agents of Partner who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement, and (e) promptly notify Irys in writing of any unauthorized disclosure or use of Confidential Information.

8.3. Confidential Information does not include information that Partner can demonstrate by contemporaneous written records (a) is or becomes publicly available through no fault of Partner, (b) was rightfully known to Partner prior to disclosure by Irys, (c) is independently developed by Partner without use of or reference to Irys's Confidential Information, or (d) is rightfully received from a third party without restriction on disclosure.

8.4. If Partner is compelled by law, regulation, or legal process to disclose Confidential Information, Partner shall (a) provide Irys with prompt prior written notice sufficient to allow Irys to seek a protective order or other appropriate remedy, (b) cooperate with Irys in seeking such protection, and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

8.5. Partner acknowledges that any breach of this Section 8 may cause irreparable harm to Irys for which monetary damages would be an inadequate remedy, and that Irys shall be entitled to seek injunctive or other equitable relief without the necessity of posting a bond or proving actual damages.

8.6. Confidentiality obligations survive termination of this Agreement for a period of five (5) years, or indefinitely with respect to trade secrets to the extent protected under applicable law.

9. Data Protection and Privacy

9.1. Partner acknowledges that in the course of performing under this Agreement, Partner may have access to personal data of prospects and Referred Customers. Partner shall process all personal data in compliance with applicable data protection laws, including without limitation the California Privacy Rights Act (CPRA), the General Data Protection Regulation (GDPR) where applicable, and any other applicable state, federal, or international privacy legislation.

9.2. Partner shall not sell, share, or otherwise transfer personal data obtained through the Partner Program for any purpose other than performing obligations under this Agreement.

10. Term and Termination

10.1. Term.This Agreement commences on the date of Partner's acceptance into the program and continues until terminated by either party in accordance with this Section 10.

10.2. Termination by Irys. Irys may terminate this Agreement at any time, for any reason or no reason, upon written notice to Partner. Termination is effective immediately upon delivery of such notice, unless Irys specifies a later date.

10.3. Termination by Partner.Partner may terminate this Agreement at any time upon fourteen (14) days' written notice to Irys.

10.4. Immediate Termination.Irys may terminate this Agreement immediately, without notice or opportunity to cure, if Partner (a) breaches Sections 6 (Intellectual Property), 7 (Non-Disparagement), or 8 (Confidentiality), (b) makes any unauthorized representation regarding the Irys Platform, (c) engages in conduct that is illegal, fraudulent, or materially harmful to Irys's reputation or business interests, (d) becomes insolvent, files for bankruptcy, or has a receiver appointed, or (e) fails to comply with applicable laws or regulations, including FTC disclosure requirements.

10.5. Effect of Termination. Upon termination for any reason: (a) Partner shall immediately cease all marketing and promotional activities on behalf of Irys; (b) Partner shall return or permanently destroy all Irys Materials and Confidential Information within five (5) business days and certify such return or destruction in writing; (c) all licenses granted under this Agreement terminate immediately; (d) commissions for deals registered and fully closed prior to termination shall be paid in accordance with Section 5, subject to holdback and clawback provisions; (e) deals registered but not closed prior to termination shall expire immediately and Partner shall have no further entitlement to commission on such deals; (f) Irys shall have no obligation to pay any commission that has not been earned and locked prior to the effective date of termination.

10.6. No Liability for Termination. Neither party shall be liable to the other for any damages arising from the exercise of its termination rights under this Section 10, including without limitation lost commissions, lost profits, or loss of business opportunity.

11. Indemnification

11.1. Partner Indemnification.Partner shall indemnify, defend, and hold harmless Irys, its parent company, subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (collectively, “Irys Indemnified Parties”) from and against any and all claims, demands, actions, damages, losses, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising out of or related to (a) Partner's breach of any term or condition of this Agreement, (b) Partner's negligence, gross negligence, or willful misconduct, (c) Partner's violation of applicable law, regulation, or industry standard, including FTC endorsement guidelines and data protection laws, (d) any unauthorized, inaccurate, or misleading representations made by Partner regarding the Irys Platform, its features, pricing, security, or capabilities, (e) Partner's unauthorized disclosure of Confidential Information or Irys Materials, (f) any claim by a third party arising from Partner's marketing, promotional, or business activities in connection with this Agreement, or (g) Partner's failure to obtain required consents from prospects prior to sharing their information with Irys.

11.2. Irys Indemnification.Irys shall indemnify and hold harmless Partner from and against third-party claims arising directly and solely from Irys's material breach of this Agreement, provided that Partner (a) gives Irys prompt written notice of such claim, (b) grants Irys sole control of the defense and settlement, and (c) provides reasonable cooperation at Irys's expense. Irys's indemnification obligation shall not apply to any claim arising from Partner's own acts, omissions, or breach of this Agreement.

11.3. Indemnification Procedure. The indemnified party shall (a) provide prompt written notice of any claim for which indemnification is sought, (b) grant the indemnifying party sole control of the defense and any related settlement negotiations, and (c) provide reasonable cooperation as requested. The indemnified party may participate in the defense at its own expense. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.

12. Disclaimer of Warranties

12.1. THE IRYS PLATFORM, IRYS MATERIALS, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. IRYS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

12.2. IRYS DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. IRYS MAKES NO REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM OR THAT THE PLATFORM WILL MEET PARTNER'S OR ANY REFERRED CUSTOMER'S REQUIREMENTS.

12.3. IRYS MAKES NO WARRANTY OR GUARANTEE REGARDING PARTNER'S POTENTIAL COMMISSIONS, EARNINGS, DEAL VOLUME, OR COMMERCIAL SUCCESS UNDER THIS AGREEMENT. PARTICIPATION IN THE PARTNER PROGRAM DOES NOT GUARANTEE ANY MINIMUM LEVEL OF INCOME OR BUSINESS OPPORTUNITY.

13. Limitation of Liability

13.1. IN NO EVENT SHALL IRYS BE LIABLE TO PARTNER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF IRYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2. IRYS'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, FOR ALL CLAIMS AND CAUSES OF ACTION OF ANY KIND, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL COMMISSIONS ACTUALLY PAID TO PARTNER IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE THOUSAND DOLLARS ($5,000).

13.3. THE LIMITATIONS IN THIS SECTION 13 SHALL APPLY REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF IRYS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14. Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following termination, Partner shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or consultant of Irys, or encourage any such person to terminate their relationship with Irys.

15. Independent Contractor

Partner is an independent contractor and not an employee, agent, joint venturer, or legal representative of Irys. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Partner has no authority to bind Irys or create obligations on Irys's behalf. Partner is solely responsible for all taxes, insurance, and benefits associated with Partner's business operations.

16. Governing Law and Dispute Resolution

16.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

16.2. Arbitration.Any dispute, claim, or controversy arising out of or relating to this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA rules. The arbitrator's decision shall be final and binding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

16.3. Class Action Waiver. The parties agree that any arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action. The arbitrator shall have no authority to consolidate claims or to preside over any form of class or representative proceeding.

16.4. Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration, including without limitation to enforce confidentiality obligations, intellectual property rights, or non-disparagement provisions.

16.5. Attorneys' Fees.In any proceeding to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

17. General Provisions

17.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

17.2. Amendment.Irys may amend this Agreement upon thirty (30) days' written notice to Partner. Continued participation in the Partner Program after the effective date of the amendment constitutes acceptance of the amended terms.

17.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.4. Waiver.No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision. A party's failure to enforce any provision shall not constitute a waiver of that party's right to enforce such provision.

17.5. Assignment. Partner may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Irys. Irys may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

17.6. Notices. All notices under this Agreement shall be in writing and delivered to the addresses provided by each party. Notices to Irys shall be sent to: Iqidis, Inc., Attn: Legal, 3 Columbus Circle, Floor 15, New York, NY 10019, or by email to info@iqidis.ai.

17.7. Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, pandemic, government action, or infrastructure failure.

17.8. Survival. Sections 6 (Intellectual Property), 7 (Non-Disparagement), 8 (Confidentiality), 9 (Data Protection), 11 (Indemnification), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Non-Solicitation), and 16 (Governing Law and Dispute Resolution) shall survive termination of this Agreement.