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Partner Main Agreement

OPEN THE PARTNER ENGAGEMENT FORM AND SIGN THE AGREEMENT

This Partner Main Agreement (“Agreement”) is between Newo Inc., a Delaware corporation with offices at 2261 Market Street #5263, San Francisco, CA 94114, USA (“Newo.ai”), and the Partner identified above (“Partner”).

Newo.ai and Partner may be individually referred to as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Newo.ai owns and operates a proprietary AI automation platform for creating and deploying AI Agents;

WHEREAS, Partner seeks to perform one or more of the Partner Services in accordance with this Agreement and is prepared to ensure a certain level of Minimum License Fee commitment;

WHEREAS, the Parties desire to establish a mutually beneficial partnership arrangement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

“Newo”, “newo.ai”, “we” or “us” means Newo Inc., a Delaware corporation with its principal place of business located at 2261 Market Street #5263 San Francisco, CA 94114 USA.

“You”, “Partner” means an entity or individual authorized by Newo to provide services according to this Agreement in the scope and under the conditions marked in the PARTNER ENGAGEMENT FORM.

“Customer”, “AI Agent Owner” means the legal entity or individual that maintains a Customer/Organization Account on the Platform, creates AI Agents on the Platform, and/or uses the Platform.

“End User”, “Members” means an individual who has a Member Account on the Platform. End Users receive access to their Member Account at the discretion and with the consent of the Customer.

“Third-Party Data Subject” or “Data Subject” means individuals whose personal data may be processed through the Cloud Services when they interact with AI Agents (e.g., during phone calls, text messaging, or other communications facilitated by the Cloud Services).

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“Activity Data” means data collected and processed by the Cloud Services from Customer Accounts, linked Member Accounts, and Data Subjects.

“Administrator” means the End User designated by Customer to administer the Customer Account on Customer’s behalf.

“Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by, or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

“AI Agents” or “AI Employees” means the third-party facing AI automation solutions created through the Platform, including but not limited to automated customer interactions, voice and text communications, appointment scheduling, data collection, and CRM integration.

“Bypass Protocol” means a temporary fail-over procedure that Newo may invoke when the Platform or any AI Agent experiences material unavailability or performance degradation. Further details are set out in Section 2 (Scope of Partnership).

“Cloud Services” or “Platform” means cloud-based services, solutions (including but not limited to AI Agents), APIs, Newo websites and any client software we provide as part of the Cloud Services, provided by Newo.ai.

“Customer Account” or “Organization Account” means an account on the Platform that provides access to linked End Users (“Members”) to create, modify and configure AI Agents.

“Customer Components” means custom prompts, scripts, procedural descriptions, skills, flows, workflow logic, code, images, audio, diagrams, data mappings, or other creative works authored by Partner or Customers.

“Default Components” means the default attribute texts, system prompts, skill templates, flows/workflows, sample code, images, audio snippets, diagrams, and similar collateral automatically generated by the Platform.

“Documentation” means our standard published documentation for the Cloud Services.

“End User Account” or “Member Account” means an account established by Customer or an AI Agent Owner for an End User that is linked to one or more Customer Accounts.

“Feedback” means comments, questions, ideas, suggestions, or other feedback relating to the Cloud Services, Technical Support, or Additional Services.

“Gross Revenue” means all fees and charges actually collected by the billing party from Customers, excluding taxes, refunds, chargebacks, and currency conversion fees.

“Integration Improvements” means modifications or enhancements created to enable interoperability between the Cloud Services and Partner’s systems.

“ISP” or “Implementation and Support Partner” means a Partner who implements and supports Newo solutions with Level B or Level C support obligations.

“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, the exportation of technical or personal data, and Trade Control Laws as defined in the Trade Compliance Addendum.

“Minimum License Fee” or “MLF” means the minimum monthly commitment amount Partner agrees to pay to Newo.ai.

“Notification Email Address” means the email address(es) used to register for a Cloud Service account or otherwise sign up for a Cloud Service. It is your responsibility to keep your email address(es) valid and current to enable us to send notices, statements, and other information.

“Order” means Customer Account, Newo’s applicable online order page(s), flows, in-product screens, or other Newo-approved ordering document or process describing the products and services ordered and, as applicable, their permitted scope of use. Orders may also include Additional Services and No-Charge Services.

“Our Deliverables” means any materials, deliverables, modifications, derivative works, or developments that we provide in connection with any Additional Services.

“Our Policies” means Privacy Policy for Cloud Services, Technical Support Policy, and (unless specified) any other policies or terms referenced in this Agreement.

“Our Technology” means the Cloud Services (including all No-Charge Services), Our Deliverables, their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.

“Partner Tier” means the partnership commitment level (Tier 0, 1, 2, or 3) that determines available benefits and Newo support levels.

“Partner IDN” means the unique identifier assigned to Partner for tracking referrals and revenue share calculations.

“Partner Revenue Share” or “PRS” means the percentage of revenue allocated to Partner based on their Service Levels provided.

“Partner Service Levels” means the service levels described in SCOPE OF PARTNERSHIP.

“Ramp-Up Period” means the period during which the current month’s Newo Share is less than the monthly MLF payment.

“RP” or “Reseller Partner” means a Partner who promotes and resells Newo solutions with Level A support obligations.

“Sensitive Data” means any (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) patient, medical, or other protected health information regulated by HIPAA; (iii) credit, debit, or other payment card data subject to PCI DSS; (iv) other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations); (v) social security numbers, driver’s license numbers, or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic laws or regulations.

“Standard Period” means the period commencing when both conditions are met: (i) the current month’s Newo Share equals or exceeds the monthly MLF payment, AND (ii) the cumulative Newo Share equals or exceeds the cumulative MLF payments made by Partner.

“Subscription Term” means the permitted subscription period for a Cloud Service, as set forth in the applicable Order.

“Territory” means the geographic area where a Partner is authorized to provide their services in accordance with this Agreement. Unless otherwise defined, Partner is authorized to provide services worldwide except for territories subject to Trade Control Laws as defined in the Trade Compliance Addendum.

“Training” means Newo-provided training and certification services.

“Transition Period” means the six-month period following Agreement termination during which certain rights and obligations continue.

“Unit” means the billing measure for Cloud Services usage as defined at https://newo.ai/pricing/.

“White Label Solution” means Partner’s authorized use of the Cloud Services under Partner’s branding.

“WL” or “White Label Partner” means a Partner authorized to present Cloud Services under their own branding with A, B, and Level C support obligations.

“Your Data” or “Your Materials” means any data, content, code, video, images, or other materials of any type that you (including any of your End Users) submit to Cloud Services. In this context, “submit” (and any similar term) includes submitting, uploading, transmitting, or otherwise making available such materials to or through the Cloud Services.

2. SCOPE OF PARTNERSHIP

2.1. Partner Service Level in Relation to Customer

A Partner wishing to provide services in accordance with a specific Service Level must indicate this in the PARTNER ENGAGEMENT FORM of this Agreement and, within one (1) month, ensure compliance with the required Qualifying Criteria, particularly by providing an employee who has been certified for the required Service Level.

After ensuring the Qualifying Criteria are met, Newo.ai grants Partner a limited, non-exclusive, non-transferable, revocable license during the Term to provide the corresponding service.

Newo.ai reserves the right to unilaterally revoke the license to provide services with a specific Service Level and revise the Partner Revenue Share [PRS] in case of non-compliance with the terms of this Agreement and, in particular, the Qualifying Criteria for the given Service Level.

Partner Obligations regarding any Service Level:

(a) Sales and Marketing: Allocate appropriate resources for promoting and selling the integrated solution with trained personnel;

(b) Compliance: Ensure use complies with applicable laws, including the Trade Compliance Addendum, export controls, data protection, and telecommunications regulations;

(d) Reporting: Provide quarterly reports on sales pipeline, customer feedback, and integration status as reasonably requested;

(e) Certification: Ensure personnel complete required training and certification for their support level obligations;

(f) Escalation: Partner shall follow the escalation protocols and documentation requirements.

2.2. White Label Partnership

(a) White Label Partnership Activation: If Partner wishes to collaborate in White Label Partnership (WL) format and their Tier allows such collaboration, they must indicate this in the PARTNER ENGAGEMENT FORM of this Agreement.

(b) Service Levels: White Label Partner must provide services of all three levels – A, B, and C level Service to Customers (“AI Agent Owners”).

(d) Attribution: No Newo.ai attribution required in Customer’s interfaces, but Partner shall not misrepresent the technology’s origin;

(e) Customization Scope: White labeling includes user-facing interfaces, email notifications, and API endpoints per technical specifications;

(f) Limitations: Core Platform functionality, AI model behavior, and system architecture remain under Newo.ai’s control.

2.3. Newo.ai Support in Relation to Partner

(a) Newo undertakes to provide technical support and other obligations to Partner in accordance with Partner Tiers, described in Appendix 2.

(b) Platform Access: Provide necessary access credentials and API keys;

(c) Service Availability: If, due to technical circumstances—including, without limitation, the unavailability or degradation of the technologies used by the Platform—the performance of the AI Agents is diminished, Newo reserves the right to place the Platform or any specific AI Agent into “Bypass Protocol” mode, in which all inbound calls to that AI Agent are forwarded to the Customer’s public or escalation telephone number. Time spent in Bypass Protocol mode is excluded from the Service-downtime calculation.

(d) Documentation: Maintain current technical documentation and integration guides;

(e) Updates: Provide reasonable notice of material API or functionality changes affecting Partner’s integration.

In case Partner Fails to Perform: If the Partner fails to deliver or inadequately delivers the above services, Newo.ai reserves the right to provide such services directly and deduct the associated costs at its own rates from the next settlement. If the total cost exceeds the Partner’s fee, Newo.ai may issue an invoice for the additional amount.

3. COMMERCIAL TERMS

3.1. Revenue Share

Partner compensation is calculated on a per-customer basis depending on the specific Service Level provided by the Partner to each individual Customer.

The Newo.ai platform maintains records for each Customer account identifying which Partner provides Level A Service, Level B Service, and Level C Service for this specific Customer.

In the absence of disputes or customer complaints, Partners identified as providers of these services receive the following compensation:

Service Level	Compensation
Level A Service	[PRS-A] percentage specified in PARTNER ENGAGEMENT FORM of Gross Revenue collected from this specific Customer
Level B Service	[PRS-B] percentage specified in PARTNER ENGAGEMENT FORM of Gross Revenue collected from this specific Customer
Level C Service	[PRS-C] percentage specified in PARTNER ENGAGEMENT FORM of Gross Revenue collected from this specific Customer

Note: Multiple Partners may serve a single Customer, with each receiving compensation for their designated Service Level. For example, one Partner may provide Level A Service while another provides Level B Service for the same Customer.

A White Label Partner providing all three support levels receives: [PRS] = [PRS A]+[PRS B]+[PRS C] percentage of Gross Revenue collected from this specific Customer

3.2. Revenue Share Models

Non-WL Partners shall operate under the “Revenue Share Model NB”.

WL Partners for senior Tiers can choose to operate under the “Revenue Share Model NB” or “Revenue Share Model PB”.

Partner may charge the Customer separately for any additional professional services provided directly by Partner outside the scope of this Agreement.

Partner is solely responsible for paying any applicable taxes for the fees received under this Agreement.

Transition Period: The six-month period following Agreement termination as defined in Section 10.4.

Revenue Share Model NB: Newo Bills Customers

Fee Structure:

Partner pays monthly MLF to Newo.ai as minimum commitment
Newo.ai bills Customers directly per published pricing
Newo.ai remits Partner Share from the Customer subscription to Partner

Calculation Method:

Ramp-Up Period:

Partner pays MLF to Newo.ai monthly
Newo.ai remits both Partner Share [PRS] and Newo Share to Partner from Customer collections
Total remittance applied against Partner’s accumulated MLF payments
Ramp-Up Period ends when total remittances equal total MLF paid

Standard Period:

Begins when Partner has recovered all MLF payments through remittances
Partner receives Partner Revenue Share from Customer collections

Revenue Share Model PB: Partner Bills Customers

Fee Structure:

Partner bills Customers at Partner-determined rates
Partner pays Newo.ai platform usage fees
MLF ensures minimum monthly commitment

Calculation Method:

Partner pays greater of: (a) Total Platform Usage Fees, or (b) MLF
If Platform Usage Fees < MLF, difference becomes credit for future periods
Credits applied to reduce payments when Platform Usage Fees > MLF

Platform Usage Calculation:

Base Fee: Agent Base License Fee [f1]
Usage Fee: (Units Consumed – Included Units [f2]) × Price per Unit [f3]
Agent Fee = Base Fee + Usage Fee
Total Platform Usage = Sum of all Agent Fees across all Customers of the Partner

3.3. Minimum License Fee

Partner commits to the monthly Minimum License Fee (MLF) specified in PARTNER ENGAGEMENT FORM. Unused amounts roll over as credits for future usage or revenue share calculations (see Revenue Share Models). Upon termination, unused credits remain available during the Transition Period only.

3.4. Fee Calculations

All fee calculations, including usage-based pricing, revenue sharing, and credit applications, are detailed in Revenue Share Models.

Newo.ai reserves the right, at its sole discretion, to review and modify the Partner Revenue Share as set forth in PARTNER ENGAGEMENT FORM. Any changes to the Partner fee structure will be communicated to Partner in writing at least thirty (30) days prior to implementation of such changes. Partner may terminate this Agreement upon written notice at any time prior to the effective date if it does not accept the revised fee percentage. Partner’s continued use of Newo.ai services following such notification shall constitute acceptance of the modified fee percentage.

3.5. Payment Terms

Payment terms, including invoicing procedures, late payment penalties, dispute resolution, and reporting requirements, are set forth in Revenue Share Models.

Invoicing:

Initial invoice issued upon signing agreement
Monthly invoices issued at the beginning of each month
Invoices include detailed usage reports and fee calculations
All amounts exclude applicable taxes

Payment:

Initial invoice payment due within 7 days of invoice date
Monthly invoice payments due within 30 days of invoice date
Late payments subject to 1.5% monthly interest charge
Automatic service suspension after 15 days past due (with 10-day notice)
Termination rights after 45 days past due

Disputes:

Invoice disputes must be submitted within 30 days of receipt
Undisputed amounts remain due per original terms
Disputes resolved through good faith negotiation

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Cloud Services Ownership

The Cloud Services are provided on a limited-access subscription basis. Newo.ai and its licensors own and retain all right, title, and interest—including all intellectual property rights—in and to the Cloud Services, Newo.ai’s technology, and any deliverables, together with any modifications or derivative works thereof. No ownership rights transfer to Partner.

4.2. Default Components

When an account is created (whether through the Creator module or any other onboarding flow), the Platform automatically generates certain building blocks required for AI agent operation—e.g., default attribute texts, system prompts, skill templates, flows/workflows, sample code, images, audio snippets, diagrams, and similar collateral (collectively, “Default Components”). All right, title, and interest in and to these Default Components (including any improvements, updates, or derivative works) remain exclusively with Newo.ai. Subject to this Agreement and during the Term, Newo.ai grants Partner a non-exclusive, non-transferable, non-sublicensable license to use the Default Components solely within the Cloud Services for Partner’s internal business purposes.

4.3. Customer Components

Partner or Customer may author new or modified components for AI agents—such as custom prompts, scripts, procedural descriptions, skills, flows, workflow logic, code, images, audio, diagrams, data mappings, or other creative works (collectively, “Customer Components”).

(a) Ownership: Except for any Newo.ai intellectual property embodied therein, Partner retains all right, title, and interest in and to the Customer Components as submitted or developed by Partner;

(b) License to Newo.ai: Partner grants Newo.ai and its affiliates a worldwide, royalty-free, non-exclusive license for the Term (and as otherwise necessary) to host, copy, transmit, display, perform, and otherwise use the Customer Components solely as necessary:

to provide, secure, support, and improve the Cloud Services;
to create backups, logs, and analytics; and
to comply with applicable law;

(c) Derivative Works & Aggregated Learnings: Newo.ai will not incorporate Customer Components into publicly available template libraries or other customers’ AI agents without Partner’s prior written consent. However, Newo.ai may use de-identified, aggregated analytical insights derived from Customer Components to improve the performance and reliability of the Cloud Services, provided that no Customer Confidential Information is disclosed.

4.4. Feedback

If Partner or any End User elect to provide comments, suggestions, or other feedback regarding the Cloud Services or any related technology (“Feedback”), Newo.ai may freely use, reproduce, license, distribute, and otherwise exploit such Feedback without restriction and without any obligation to Partner, so long as no Customer Confidential Information is publicly disclosed.

4.5. Reservation of Rights

Except for the limited rights expressly granted in this Section, no licenses or other rights (express, implied, by estoppel, or otherwise) are granted by either party, and all such rights are hereby reserved by the owning party.

4.6. Trademark License

During the Term, each Party grants the other a limited, non-exclusive, revocable license to use its trademarks solely for the following purposes:

(a) Partner’s Use: Marketing materials, product documentation, and investor communications that accurately describe the partnership;

(b) Newo.ai’s Use: Customer case studies, partnership announcements, and marketing materials with Partner’s prior approval;

(d) No Implied Endorsement: Neither Party may imply endorsement beyond the actual partnership relationship.

5. DATA PROTECTION AND PRIVACY

5.1. User Data Ownership

All User Data remains the exclusive property of Partner. Newo.ai processes User Data solely as a data processor acting on Partner’s behalf and instructions.

5.2. Data Processing

(a) Purpose Limitation: Newo.ai shall process User Data only to provide the Services and as specifically instructed by Partner;

(b) Security Measures: Newo.ai implements industry-standard technical and organizational measures to protect User Data;

(d) Data Transfers: International transfers comply with applicable data protection laws using appropriate safeguards;

(e) Incident Response: Security incidents are promptly investigated and reported according to the Data Processing Agreement.

5.3. Compliance Obligations

Each Party shall comply with its respective obligations under applicable data protection laws, including GDPR, CCPA, and other relevant regulations. Partner is responsible for obtaining necessary consents from Customers, End Users and Third-Party Data Subjects.

6. CONFIDENTIALITY

6.1. Definition

“Confidential Information” means all non-public information disclosed by either Party, whether orally, in writing, or in other tangible form, that is designated as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure.

6.2. Exclusions

Confidential Information does not include information that:

(a) is or becomes publicly known through no breach by the receiving Party;

(b) was rightfully known by the receiving Party prior to disclosure;

(d) is rightfully obtained from a third party without breach of confidentiality; or

(e) is required to be disclosed by law or court order, provided the disclosing Party is given reasonable notice.

6.3. Obligations

Each Party agrees to:

(a) hold Confidential Information in strict confidence;

(b) not disclose it to third parties without prior written consent;

(d) protect it using at least the same degree of care used for its own confidential information, but no less than reasonable care; and

(e) limit access to employees and contractors with a need to know.

6.4. Duration

Confidentiality obligations survive termination of this Agreement for five (5) years, except for trade secrets which remain protected indefinitely.

7. WARRANTIES AND DISCLAIMERS

7.1. Mutual Warranties

Each Party represents, warrants, and covenants that:

(a) it has full corporate power and authority to enter into this Agreement;

(b) this Agreement has been duly authorized and constitutes a valid and binding obligation;

(d) it will perform its obligations in a professional manner consistent with industry standards; and

(e) it will comply with all applicable laws and regulations, including the Trade Compliance Addendum.

7.2. Newo.ai Warranties

Newo.ai warrants that:

(a) the Cloud Services will perform materially in accordance with the published documentation;

(b) it owns or has sufficient rights to provide all components of the Cloud Services;

(d) it will not knowingly introduce any viruses, malware, or harmful code into the Cloud Services; and

(e) it maintains commercially reasonable security measures to protect the Platform and User Data.

7.3. Partner Warranties

Partner warrants that:

(a) it will not misrepresent the capabilities or origin of the Cloud Services;

(b) it has obtained all necessary rights and consents for User Data processing;

(d) it will maintain commercially reasonable insurance coverage for its business operations; and

(e) it has the technical capability and resources to fulfill its support obligations under this Agreement.

7.4. Warranty Duration and Remedies

(a) Duration: The warranties in Sections 7.1-7.3 are ongoing during the Term.

(b) Exclusive Remedy: For breach of Newo.ai’s performance warranty in Section 7.2(a), Newo.ai’s sole obligation is to use commercially reasonable efforts to correct the non-conformity or, if correction is not commercially feasible, to provide Partner with a service credit equal to the pro-rated fees for the affected period.

7.5. DISCLAIMER

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE CLOUD SERVICES ARE PROVIDED “AS IS” AND NEWO.AI DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NEWO.AI DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET PARTNER’S SPECIFIC REQUIREMENTS.

8. INDEMNIFICATION

8.1. Indemnification by Newo.ai

Newo.ai shall defend, indemnify, and hold harmless Partner and its affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:

(a) material breach of Newo.ai’s warranties or material failure to perform its obligations under this Agreement;

(b) gross negligence or willful misconduct by Newo.ai or its personnel;

(c) claims that the unmodified Cloud Services infringe any third-party patent, copyright, or trademark, excluding any infringement arising from: (i) Customer Components, (ii) Partner’s modifications or misuse, (iii) combination with non-Newo.ai systems, or (iv) use after notice to discontinue due to infringement;

(d) violation of applicable data protection laws by Newo.ai in its capacity as data processor; and

(e) breach of the Trade Compliance Addendum by Newo.ai.

8.2. Indemnification by Partner

Partner shall defend, indemnify, and hold harmless Newo.ai and its affiliates, directors, officers, employees, and agents from and against any third-party claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from:

(a) material breach of Partner’s warranties or material failure to perform its obligations under this Agreement;

(b) gross negligence or willful misconduct by Partner or its personnel;

(d) Partner’s unauthorized use of the Cloud Services or violation of the license restrictions;

(e) violation of Customer and End User rights, privacy laws, or other applicable laws by Partner in its capacity as data controller;

(f) Partner’s failure to obtain required consents from Customers and End Users; and

(g) breach of the Trade Compliance Addendum by Partner.

8.3. Indemnification Procedures

For any indemnification claim, the indemnified party shall:

(a) promptly notify the indemnifying party in writing of any claim, but failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced;

(b) provide reasonable cooperation and assistance in the defense;

(d) not admit liability or settle any claim without the indemnifying party’s prior written consent.

The indemnifying party shall:

(a) assume defense with counsel reasonably acceptable to the indemnified party;

(b) not settle any claim that imposes continuing obligations, admits wrongdoing, or requires non-monetary relief from the indemnified party without prior written consent; and

The indemnified party may participate in the defense with counsel of its own choosing at its own expense.

8.4. IP Infringement Remedies

If the Cloud Services become subject to a third-party infringement claim covered by Section 8.1(c), Newo.ai may, at its option and expense:

(a) obtain the right for Partner to continue using the Cloud Services;

(b) modify the Cloud Services to be non-infringing while maintaining substantially equivalent functionality;

(d) if the foregoing remedies are not commercially reasonable, terminate the affected Cloud Services upon thirty (30) days’ written notice and refund Partner’s prepaid fees for the terminated services on a pro-rata basis.

8.5. Sole Remedy

THE REMEDIES SET FORTH IN THIS SECTION 8 CONSTITUTE THE PARTIES’ SOLE AND EXCLUSIVE REMEDIES FOR THIRD-PARTY CLAIMS SUBJECT TO INDEMNIFICATION.

9. LIMITATION OF LIABILITY

9.1. Exclusion of Consequential Damages

EXCEPT FOR THE EXCLUDED CLAIMS LISTED IN SECTION 9.3, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2. Cap on Direct Damages

EXCEPT FOR THE EXCLUDED CLAIMS LISTED IN SECTION 9.3, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(a) THE AMOUNTS PAID OR PAYABLE BY PARTNER TO NEWO.AI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY; OR

(b) ONE HUNDRED THOUSAND DOLLARS ($100,000).

9.3. Excluded Claims

The limitations in Sections 9.1 and 9.2 do not apply to:

(a) either Party’s indemnification obligations under Section 8;

(b) breaches of confidentiality obligations under Section 6;

(d) Partner’s payment obligations to Newo.ai;

(e) violations of intellectual property rights or misuse of Confidential Information;

(f) Partner’s violation of the license restrictions in Section 2.1;

(g) either Party’s obligations relating to data protection and privacy under Section 5; and

(h) breach of the Trade Compliance Addendum.

9.4. Failure of Essential Purpose

IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE, THE PARTIES’ LIABILITY SHALL REMAIN SUBJECT TO THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 9.

9.5. Acknowledgment

THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, REFLECT A REASONABLE ALLOCATION OF RISK, AND THAT ABSENT SUCH LIMITATIONS, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY PROVIDED HEREIN.

10. TERM AND TERMINATION

10.1. Term

This Agreement commences on the Effective Date and continues for the Initial Term specified in the PARTNER ENGAGEMENT FORM. Thereafter, it automatically renews for successive twelve (12) month periods (“Renewal Terms”) unless either Party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

10.2. Termination for Convenience

Either Party may terminate this Agreement for convenience by providing at least ninety (90) days’ prior written notice. Termination for convenience does not relieve either Party of obligations incurred prior to the effective termination date.

10.3. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if:

(a) the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach (or ten (10) days for payment defaults);

(b) the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings that are not dismissed within sixty (60) days;

(d) continued performance would violate applicable law or court order; or

(e) the other Party breaches the Trade Compliance Addendum.

10.4. Transition Period

Upon any termination or expiration:

(a) Newo.ai shall continue providing Cloud Services for a transition period of six (6) months to ensure orderly migration of Customers, unless termination was for Partner’s material breach;

(b) all terms of this Agreement remain in effect during the Transition Period;

(d) both Parties shall cooperate in good faith on transition planning and data migration; and

(e) Newo.ai shall provide reasonable data export assistance at Partner’s expense.

10.5. Effect of Termination

Upon termination or expiration:

(a) all licenses granted to Partner terminate immediately, except as necessary for the Transition Period;

(b) each Party shall promptly return or destroy (at the disclosing Party’s election) the other Party’s Confidential Information, except as required by law or necessary for enforcing rights under this Agreement;

(d) unused Minimum License Fee credits expire at the end of the Transition Period;

(e) each Party shall promptly remove the other Party’s trademarks from its materials; and

(f) termination does not affect any rights or obligations that accrued prior to termination.

10.6. Survival

The following provisions survive termination or expiration of this Agreement: Sections 1 (Definitions), 4 (Intellectual Property Rights), 5 (Data Protection and Privacy), 6 (Confidentiality), 7.5 (Disclaimer), 8 (Indemnification), 9 (Limitation of Liability), 10.5 (Effect of Termination), 10.6 (Survival), 11 (General Provisions), and the Trade Compliance Addendum.

11. GENERAL PROVISIONS

11.1. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware for any legal proceeding arising out of or relating to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

11.2. Relationship with Published Terms

This Agreement consists of: (a) this Partner Engagement Form signed by the Parties, and (b) the Partner Main Agreement published at https://newo.ai/partner-main-agreement (“Agreement”), which is incorporated by reference. This Agreement also incorporates Newo.ai’s Terms of service (https://newo.ai/terms-of-service ), Privacy Policy (https://newo.ai/privacy-policy ), Data Processing Agreement (https://newo.ai/data-processing-addendum ), and the Trade Compliance Addendum https://newo.ai/trade-compliance-addendum (collectively with the Partner Main Agreement, “Published Terms”). In the event of conflict between the Partner Engagement Form and the Published Terms, the Partner Engagement Form prevails. Partner acknowledges that Published Terms may be updated periodically and agrees to comply with the current version, subject to Section 11.6.

11.3. Dispute Resolution

The Parties shall first attempt to resolve disputes through good faith negotiations between senior executives for thirty (30) days following written notice. Both Parties shall continue performing during any dispute. Nothing limits either Party’s right to seek injunctive relief for breach of confidentiality or intellectual property violations.

11.4. Force Majeure

Neither Party is liable for delays or failures due to causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, labor disputes, or government actions. The affected Party shall promptly notify the other and use reasonable efforts to minimize impact.

11.5. Entire Agreement

This Agreement, together with all exhibits, appendices, and documents incorporated by reference (including the Trade Compliance Addendum), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and communications, whether written or oral.

11.6. Amendment and Waiver

(a) Partner Engagement Form: Newo.ai may update the Partner Engagement Form at any time by providing email notice to Partner at the Notification Email Address. Such amendments shall become effective thirty (30) days after the date of email notification (“Amendment Effective Date”). Partner may reject the amendments by providing written notice of termination via email to Newo.ai before the Amendment Effective Date. If Partner does not provide such termination notice before the Amendment Effective Date, Partner shall be deemed to have accepted the amended terms. Partner’s continued use of the Cloud Services after the Amendment Effective Date constitutes acceptance of the amendments.

(b) Partner Main Agreement: Newo.ai may update the Partner Main Agreement at any time by posting the updated version on its website and providing email notice to Partner at the Notification Email Address. Such amendments shall become effective thirty (30) days after the date of email notification (“Amendment Effective Date”). Partner may reject the amendments by providing written notice of termination via email to Newo.ai before the Amendment Effective Date. If Partner does not provide such termination notice before the Amendment Effective Date, Partner shall be deemed to have accepted the amended terms. Partner’s continued use of the Cloud Services after the Amendment Effective Date constitutes acceptance of the amendments.

(c) Other Terms: No waiver is effective unless in writing. Waiver of any breach does not constitute waiver of any other breach.

11.7. Assignment

Neither Party may assign this Agreement without the other’s prior written consent, except that either Party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any prohibited assignment is void. This Agreement binds and benefits permitted successors and assigns.

11.8. Independent Contractors

The Parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, franchise, sales representative, or employment relationship. Neither Party has the authority to bind the other or to incur any obligation on the other’s behalf.

11.9. Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision is severed and the remainder of the Agreement continues in effect.

11.10. Export Control Compliance

Each Party shall comply with all applicable export control laws and regulations as set forth in the Trade Compliance Addendum. Partner shall not access, use, or export the Cloud Services in violation of such laws or to any Restricted Person or prohibited territory as defined in the Trade Compliance Addendum.

11.11. Notices

(a) Legal Notices: All notices required under this Agreement must be in writing and delivered to the email addresses set forth in the PARTNER ENGAGEMENT FORM. Email notices are valid for all purposes under this Agreement, including but not limited to:

Termination notices (including 90-day notices for termination for convenience or non-renewal, and 30-day notices for cure of material breach)
Amendment notifications
Breach notifications
Other legal notices

(b) Effectiveness: Email notices are effective upon transmission, provided that the sending party does not receive an automatic reply indicating delivery failure.

11.12. Electronic Execution

The Parties agree to execute this Agreement electronically. By executing the Partner Engagement Form, each Party acknowledges that it has reviewed and agrees to be bound by the Partner Main Agreement referenced therein. Electronic signatures on the Partner Engagement Form are valid and binding for all purposes.

11.13. Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the Parties and their permitted successors and assigns. Except for the indemnified parties under Section 8, no other person or entity shall have any right or cause of action hereunder or be deemed a third-party beneficiary hereof.

11.14. Publicity

Neither Party shall issue press releases or public announcements regarding this Agreement without the other’s prior written approval, except as required by law or regulation.

11.15. Order of Precedence

In case of conflicts, documents are interpreted in the following order:

Partner Engagement Form
Partner Main Agreement
Trade Compliance Addendum
Terms of service, Privacy Policy, Data Processing Agreement

OPEN THE PARTNER ENGAGEMENT FORM AND SIGN THE AGREEMENT