This Reseller Agreement (“Agreement”) is entered into between AGIX Linux Pty Ltd, an Australian company (“Company”), and the reseller (“Reseller”) identified below. This Agreement sets forth the terms and conditions under which the Reseller is authorized to market, promote, and sell the Company’s cybersecurity products (“Products”) to end customers.

1. Appointment and Scope

1.1 Reseller Authorization: Company appoints Reseller as a non-exclusive partner to sell the Products and Services directly to end-customers. Reseller is permitted to market themselves as a “Partner” of the Company for promotional purposes; however, this does not create a legal partnership, joint venture, or other formal legal relationship.

1.2 Territory: Reseller is authorized to sell the Products and Services only to Australian-based companies. International sales are permitted with prior written approval from the Company.

2. Pricing and Payment

2.1 Pricing: The Company will provide the Reseller with its current wholesale pricing. Reseller is free to set its own retail prices when selling to end-customers.

2.2 Payment Terms: All payments from the Reseller to the Company must be made on a cash basis, with no credit terms extended. Full payment is required before the end-customer is provisioned with license seats or granted access to the Products and Services. However, the Company reserves the right, at its sole discretion, to provision and activate license seats prior to receiving payment.

2.3 No License Until Payment: The Company will not provision or activate any license or product access for the end-customer until full payment is received from the Reseller. Failure to provide timely payment will result in a delay in provisioning. Trial license seats may be provided as requested by the reseller on behalf of the end-customer.

2.4 No Support Until Payment: In addition to the Products, the Company may offer services such as support, consulting, or training. All payments for services are due in full upon receipt of invoice, unless otherwise agreed in writing. Services will not commence until payment is received, unless otherwise approved by the Company at its discretion.

3. Reseller Responsibilities

3.1 Marketing and Promotion: Reseller is responsible for marketing and promoting the Products and Services to potential customers. Reseller must ensure that all promotional materials accurately reflect the Products’ capabilities and the scope and extent of Services and comply with applicable laws and Company guidelines.

3.2 Sales to End-Customers: Reseller is authorized to sell directly to end-customers, with the responsibility to ensure all transactions comply with the terms outlined in this Agreement. The Reseller must ensure that end-customers receive the Products in accordance with the Company’s standards. The Reseller must ensure that end-customers receive the Services in accordance with the Company’s standards.

3.3 International Sales: Reseller must obtain written approval from the Company prior to selling the Products or Services to any non-Australian end-customers.

3.4 Compliance with Laws: Reseller agrees to comply with all applicable laws, regulations, and ethical standards in connection with its sales, marketing, and promotion of the Products or Services.

3.5 Refund policy clarification: Reseller agrees to make the end-customer aware of the AGIX Linux reseller policy, and any limits, terms and conditions of the reseller.

4. Termination

4.1 Termination for Convenience: Either party may terminate this Agreement at any time with 30 days’ written notice to the other party.

4.2 Termination for Cause: The Company may terminate this Agreement immediately if the Reseller breaches any material term of this Agreement, including failure to make timely payments or unauthorized international sales.

4.3 Effect of Termination: Upon termination, the Reseller must immediately cease representing itself as a reseller of the Company’s Products and cease all marketing and sales activities related to the Products.

5. Intellectual Property

The Reseller acknowledges that the Products and any associated trademarks, logos, and intellectual property are the sole property of the Company. The Reseller has no rights, title, or interest in any Company intellectual property except as provided in this Agreement for the purpose of marketing and selling the Products and Services.

6. Limitation of Liability

To the fullest extent permitted by law, the Company will not be liable for any indirect, incidental, special, or consequential damages, including lost profits or revenue, arising out of this Agreement or the Reseller’s sale of the Products or Services.

7. Indemnification

The Reseller agrees to indemnify and hold the Company harmless from any claims, liabilities, or damages arising from the Reseller’s breach of this Agreement, negligent acts, or failure to comply with applicable laws.

8. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the state of South Australia. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of South Australia.

9. Miscellaneous

9.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, discussions, or representations.

9.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

9.3 Assignment: The Reseller may not assign its rights or delegate its duties under this Agreement without the prior written consent of the Company.