Apploye Reseller Terms and Conditions

These Terms and Conditions outline the framework established by Spacesoft Limited ("Spacesoft"), the legal owner of Apploye ("Product"), for authorized resellers. These Terms and Conditions govern the non-exclusive rights and obligations of resellers with respect to the marketing, promotion, and resale of Apploye's software services ("Services"). All resellers must comply with these terms and conditions to maintain their reseller status and facilitate the successful distribution of Apploye's Services.

1. Grant of Rights

Spacesoft Limited hereby grants Reseller a non-exclusive, non-transferable right to market, promote, and resell Apploye's software services (the "Services") to end customers in accordance with these terms and conditions.

2. Compliance with Terms of Service and Privacy Policy

These Terms and Conditions, and the Reseller's actions under them, shall be interpreted and governed in accordance with the Terms of Service and Privacy Policy of Apploye, a product of Spacesoft Limited, as available at:

• https://apploye.com/terms-of-service
• https://apploye.com/privacy-policy

Reseller must comply, and ensure that Reseller's customers comply with these documents. In the event of any inconsistency or conflict between this Agreement and Spacesoft's Terms of Service or Privacy Policy, the Terms of Service and Privacy Policy shall take precedence.

Failure to comply may result in termination of reseller status or other remedies as outlined herein.

3. Payment Terms

3.1 Revenue Sharing

• Monthly Plans: For sales of monthly plans, the revenue sharing will be evenly split. The Reseller shall be entitled to fifty percent (50%) of the Revenue, and the remaining fifty percent (50%) of the Revenue shall be payable to Spacesoft Limited. "Revenue" for the purpose of this agreement shall mean the total revenue received by the Reseller from such sales.
• Yearly Plans: For sales of yearly plans, the revenue sharing structure shall be as follows: the Reseller shall be entitled to thirty percent (30%) of the Revenue. The remaining seventy percent (70%) of the Revenue shall be payable to Spacesoft Limited.

3.2 Pricing Consistency

Reseller must maintain pricing consistency with the pricing of Apploye, as mentioned on https://apploye.com/pricing. Any deviation from these prices must be approved in writing by Spacesoft Limited prior to being offered to Customers.

3.3 Payment Collection

Reseller shall be solely responsible for collecting all payments from Customers.

3.4 Payment Remittance

For Monthly Plans: Reseller must remit to Spacesoft Limited its share of the revenue from monthly plan sales no later than the end of the first week of the month following the month in which the sale occurred.

For Yearly Plans: Reseller must remit to Spacesoft Limited its share of the revenue from yearly plan sales within 7 days of the sale.

3.5 Tax Handling

Reseller shall be solely responsible for the collection, reporting, and remittance of any taxes, duties, or other governmental charges imposed by any applicable jurisdiction in connection with the sales of the Services to Customers.

3.6 Consequences of Payment Failure

Definition of Payment Failure: Payment failure occurs if the Reseller fails to make the required payment to Spacesoft Limited within the prescribed time frame as set forth in Section 3.4. This also includes failure to remit the appropriate share of revenue from sales of monthly or yearly plans within the specified deadlines.

Right to Terminate Contract: In the event of a payment failure as defined above, Spacesoft Limited reserves the right to terminate the Reseller Agreement. This termination can be enacted at Spacesoft Limited discretion as a direct consequence of the Reseller's failure to meet their revenue sharing obligations under this Agreement.

4. Responsibilities of Each Party

Reseller must use its best efforts to market, promote, and resell the Services while Spacesoft Limited provides Reseller with the necessary support and training.

5. Restrictions and Limitations

The Reseller is prohibited from altering the Services or creating derivatives without Spacesoft Limited's written consent.

6. Confidentiality

Proprietary information exchanged must be kept confidential for three years post-termination of the Reseller Agreement.

7. Termination

7.1 Termination by Spacesoft Limited

Spacesoft Limited may terminate these Terms and Conditions at any time, for any reason or for no reason, without prior notice to the Reseller.

7.2 Termination by Reseller

Resellers may terminate their reseller status by providing written notice to Spacesoft Limited via email at support@apploye.com at least thirty (30) days prior to the desired termination date.

7.3 Discontinuation of Services to Reseller's Customers

Upon termination of the Reseller status, Spacesoft Limited will discontinue providing Services to the Reseller's customers. For continuation of Services, Customers will need to contract directly with Apploye and purchase the Services from Apploye directly.

7.4 Effect of Termination

Upon termination of the Reseller status for any reason, Reseller must immediately cease all use of and access to the Services and shall cease representing itself as a reseller of Apploye. All amounts owed by Reseller to Spacesoft Limited before such termination shall become immediately due and payable.

8. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other party from and against any and all claims arising out of or related to the activities contemplated under this Agreement.

9. Customer Transition and Reseller Revenue Claim

9.1 Customer Termination upon Reseller Status Termination

In the event that a Reseller terminates their Reseller Status or ceases to do business with Spacesoft Limited, the services provided to any Customer associated with that Reseller will be terminated forthwith.

9.2 Customer Transition

Following the termination of the services as stated above, if a Customer chooses to continue using the services by purchasing directly from Spacesoft Limited, such transaction and subsequent service provision will solely be between Spacesoft Limited and the Customer, excluding the Reseller from any future transactions or services provided to that Customer.

9.3 No Revenue Claim Post Termination

Reseller shall have no claim to any revenue generated from transactions between Spacesoft Limited and the Customer occurring after termination if the Customer purchases the service directly from Apploye.

10. Assignability

Neither Party may assign its rights or obligations under these Terms and Conditions without the prior written consent of the other Party.

11. Modification of Terms

Spacesoft Limited reserves the right to modify or amend these Terms and Conditions at any time. Any modifications or amendments to these Terms and Conditions will be effective immediately upon posting to Apploye's website: https://apploye.com/reseller-terms-and-conditions

Reseller's Responsibility to Stay Informed:

• It is the responsibility of the Reseller to regularly review these Terms and Conditions to stay informed of any modifications or amendments.
• The continued participation in the Apploye Reseller Program following any modifications or amendments to these Terms and Conditions will constitute the Reseller's acceptance of such changes.
• If the Reseller does not agree to any modifications or amendments, the Reseller must cease their participation in the Apploye Reseller Program and may terminate this agreement in accordance with the termination provisions herein.

SpaceSoft Limited will endeavor to notify Resellers of significant changes to the Terms and Conditions; however, it is ultimately the responsibility of the Reseller to check and remain updated with any changes.

12. Entirety of Agreement

These Terms and Conditions, including any exhibits attached hereto, constitute the complete terms governing the Reseller's relationship with Spacesoft Limited, the legal owner of Apploye, with respect to the subject matter hereof and supersede all prior discussions, negotiations, and agreements, whether oral or written.

13. Contact Information

For questions or issues regarding these Terms and Conditions or the Reseller role, please contact Spacesoft Limited at support@apploye.com.