White-Label Partner Agreement

• Partner: the business that accepted this Agreement and holds an active Partner plan.
• Client: a business or person to whom the Partner provides Fluxo Flow under the Partner's brand.
• Client Workspace: a workspace created or managed by the Partner for a Client through the Partner Dashboard.
• End User: any individual who signs in to or uses a Client Workspace, including the Client's staff.
• Partner Branding: the names, logos, colors, domains, email sender details and other brand assets the Partner configures for display in the service.
• Fluxo Marks: the Fluxo Flow name, logos and our other trademarks and brand features.
• Partner Dashboard: the area of Fluxo Flow where the Partner creates and manages Client Workspaces, branding, billing and partner settings.
• Support Mode: time-limited, read-only access by a Partner admin to a Client Workspace, as described in Section 10.

While your Partner plan is active and you comply with this Agreement, we grant you a non-exclusive, non-transferable, revocable licence to offer Fluxo Flow to your Clients under Partner Branding. You may not sublicense it, except to let your Clients and their End Users use the service through Client Workspaces. The licence ends automatically when this Agreement ends.

The licence lets you:

• rebrand the app interface your Clients see with your Partner Branding;
• send the service's emails to your Clients under your brand; and
• point documentation and support links to your own help resources.

A custom domain and branded email sending only go live after you complete the DNS setup shown in the Partner Dashboard and we have verified it. Until then the service uses our default domain and sender.

• Flow-down terms. Before a Client uses a Client Workspace, you must have the Client accept terms that protect us at least as much as our Terms of Service and Acceptable Use Policy. End Users also accept our Terms when they use the platform.
• Responsibility for Clients. You are responsible for your Clients' and End Users' use of the service, including their compliance with our Acceptable Use Policy and applicable law. A breach by a Client is treated as your breach under this Agreement.
• Support. You provide first-line support to your Clients and End Users. We provide second-line support to you only, at partners@fluxosuite.com, and we don't support your Clients directly except as described in Section 4.
• No misrepresentation. You must not misrepresent Fluxo Flow or its features, give any warranty or commitment on our behalf, or suggest that we endorse or sponsor you or your services.
• Accurate branding details. Your Partner Branding must be accurate and lawful, and you must provide a valid physical postal address. We include it in the footer of emails sent on your behalf, as anti-spam laws such as CAN-SPAM require.
• Your own compliance. You are responsible for your own compliance with the laws that apply to your business, including anti-spam (CAN-SPAM, CASL), consumer protection and advertising law, and for giving your Clients any privacy notices the law requires.

For data in a Client Workspace, the Client is the controller. You act as the Client's processor, or as a controller where you decide the purposes of the processing yourself. We process that data as your processor (and so as a sub-processor to the Client). Our Data Processing Agreement applies to that processing and is part of this Agreement. You must have your own data processing terms with each Client that pass on obligations equivalent to the ones in our DPA.

Your access to Client data is limited. Through the Partner Dashboard you see workspace metadata (such as the workspace name, number of members, run health and failure counts, and billing state), not workflow content or run data. You can see more only if you are also a member of the Client Workspace, or during a Support Mode session the Client allows.

We may contact Clients and End Users directly where we reasonably need to for security, legal or service-continuity reasons, for example a security incident, a legal request, or the transition period after this Agreement ends.

AI features run on AI provider accounts connected through bring-your-own-key, as described in our Terms of Service. You may connect one shared AI provider key at the Partner level, which Client Workspaces use as a fallback. A Client may connect its own key, and a Client's own key always takes priority over yours.

AI usage is billed by the AI provider directly to whoever owns the key used. We don't resell, include or mark up AI usage. You are responsible for your provider account, its charges, and complying with the provider's terms and usage policies, including for usage by Clients that runs on your key.

• Fees. You pay the Partner plan fee and a fee for each Client Workspace beyond those included in your plan, at the level (plan tier) you choose for it. The fees, the number of included Client Workspaces and their limits are those shown on our pricing page and in the checkout or order form when you sign up or add a Client Workspace.
• Your pricing to Clients. You set and collect your own prices from your Clients. Clients don't see our pricing and are not billed by us for Client Workspaces you manage.
• Billing and automatic renewal. Fees are billed in advance through our payment processor, Stripe, and renew automatically each month or year, at the then-current price, until you cancel. By activating a Partner plan you authorize us to charge your payment method for each renewal period, plus applicable taxes.
• Changes. Changing a Client Workspace's level, adding or removing Client Workspaces, or switching between monthly and annual billing takes effect immediately and is prorated by Stripe.
• Taxes. Fees exclude taxes. You are responsible for any applicable sales, VAT or withholding taxes.
• Refunds. Partner fees are non-refundable except where a refund is required by law. Our money-back guarantee does not apply to the Partner plan or to Client Workspace fees (see our Refund & Cancellation Policy).
• Price changes. We'll tell you about any price change at least 30 days in advance. It applies from your next renewal after the notice period, and you can cancel before then to avoid it.

Non-payment. If a payment fails, you have a grace period of 7 days to fix it, during which everything keeps working. If it is still unpaid after that, your Client Workspaces become read-only and show a notice (with your branding) asking the Client to contact you. Paying the balance restores them. If non-payment continues, we may terminate this Agreement under Section 11.

• You grant us a non-exclusive, worldwide, royalty-free licence to use, reproduce and display your Partner Branding in the service, in emails and on pages shown to your Clients and End Users, for as long as needed to provide the service to you and them. You represent that you have the rights to the Partner Branding you upload and that it doesn't infringe anyone else's rights.
• We keep all rights in the Fluxo Flow platform, including its code, designs, agents, integrations and documentation. White-labelling doesn't transfer any of those rights to you.
• You may use the Fluxo Marks only as our brand guidelines allow. Showing "Powered by Fluxo Flow" is optional.
• You must not remove or hide legal notices the law requires us to show, such as the information in our privacy, copyright and email compliance notices, even where the rest of the interface carries your brand.
• Feedback you give us about the platform or the Partner program is ours to use without attribution or compensation.

Each party will keep the other's non-public business, technical and pricing information it receives under this Agreement confidential, use it only to perform this Agreement, and protect it with at least reasonable care. This doesn't apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose confidential information where the law requires, after giving the other party notice where it is allowed to.

Your Clients' commercial relationship for Client Workspaces is with you, not with us. You decide whether and how to charge them. Nothing in this Agreement makes us a party to your contracts with Clients, and we have no obligation to your Clients except as set out in our Terms of Service, our Privacy Policy and the DPA.

Partner admins can open a Client Workspace in Support Mode to help a Client, on these terms:

• Support Mode is read-only and each session ends automatically after 1 hour.
• It is available only if the Client Workspace's owner allows support access. Access is on by default for Client Workspaces you create, and the owner is told about it and can turn it off at any time in the workspace's Settings.
• Every Support Mode session is recorded in the Client Workspace's activity log, which the Client can see.
• You may use Support Mode only to support the Client, never to copy, export or use Client data for any other purpose.

We may review Partner Dashboard and Support Mode activity to check compliance with this Agreement, and you will give us information we reasonably request for that purpose.

This Agreement starts when you accept it and continues while your Partner plan is active.

• For convenience. Either party may end it effective at the end of the current billing period. You can cancel in the Partner Dashboard or by emailing partners@fluxosuite.com.
• For breach. Either party may terminate if the other materially breaches this Agreement and doesn't cure the breach within 30 days of written notice. We may suspend or terminate immediately for violations of our Acceptable Use Policy or of law, by you or your Clients, or as described in Section 6 for non-payment.

What happens when it ends. The white-label licence ends and Partner Branding is removed. Your Clients then have a transition period of 30 days during which their Client Workspaces stay available read-only, so they can export their data or move to a direct Fluxo Flow plan with us. We may contact Clients directly about this. After the transition period, Client Workspaces that haven't moved are closed and their data is deleted as described in our Privacy Policy. Fees already paid are not refunded, except where required by law. Sections 4, 7, 8 and 12 to 16 survive termination.

We provide the platform and the Partner program "AS IS" and "AS AVAILABLE". To the maximum extent permitted by law, we disclaim all warranties, express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose and non-infringement.

We don't warrant that the platform will be uninterrupted or error-free, that workflow or AI results will be accurate, or that the Partner program will generate any revenue for you.

To the maximum extent permitted by law, our total liability to you under or in connection with this Agreement is limited to the fees you paid us under this Agreement in the 12 months before the claim arose.

We are not liable for indirect, incidental, special, consequential or punitive damages, including lost profits, lost revenue, lost Clients or lost data, even if we've been advised of the possibility.

You agree to defend, indemnify and hold harmless David Investment Group Inc. from any claim arising out of (a) your Clients' or End Users' claims against us relating to services you provided to them, (b) any statement, warranty or commitment you made to Clients or others about Fluxo Flow, (c) your Partner Branding infringing someone else's rights, or (d) your or your Clients' breach of this Agreement, our Terms or Acceptable Use Policy, or applicable law. We'll defend and indemnify you for third-party claims that the platform itself, as we provide it and unmodified, infringes their intellectual property, subject to standard carve-outs (for example, where you or a Client customised it, or combined it with infringing tools or content).

This Agreement is governed by the laws of the State of Illinois, United States, without regard to conflict-of-laws principles. The exclusive venue for any dispute is the state and federal courts located in Cook County, Illinois. The parties consent to personal jurisdiction and venue there.

Where arbitration is required by applicable law, claims will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with proceedings conducted in Chicago, Illinois. Each party will bear its own costs, except where the rules or applicable law allocate them otherwise. Class actions and class-wide arbitration are waived to the extent permitted by law.

• Entire agreement and precedence. This Agreement, together with our Terms of Service, Acceptable Use Policy, Privacy Policy and DPA, is the entire agreement between us about the Partner program. If this Agreement conflicts with the Terms on a partner matter, this Agreement wins.
• Changes. We may update this Agreement. We'll email you about material changes at least 30 days before they take effect and ask you to accept the new version in the Partner Dashboard. If you don't accept it, you may end this Agreement before it takes effect.
• Assignment. You may not assign or transfer this Agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of our business.
• Independent contractors. The parties are independent contractors. This Agreement doesn't create a partnership, joint venture, agency or employment relationship, and neither party can bind the other.
• No exclusivity. This Agreement is non-exclusive. We may work with other partners, including in your market, and sell directly to anyone, and you may work with other vendors.
• Severability and waiver. If any part of this Agreement is unenforceable, the rest stays in effect. Not enforcing a provision isn't a waiver of it.

Formal legal notices to us must be sent in writing to David Investment Group Inc., 10101 S. Roberts Rd. STE 202, Palos Hills, IL 60465, USA, with a copy by email to legal@fluxosuite.com. We send notices to you at the email address of your Partner account's owner and through the Partner Dashboard.

Questions about the Partner program: partners@fluxosuite.com. Want to become a Partner? Email sales@fluxosuite.com or start from the Fluxo Flow app.