Supplemental Terms - Channel Partner - Standard

These Supplemental Terms for Channel Partners are a part of and incorporated into the ArborXR Terms of Service (“Terms”) between the acknowledging channel partner (“Customer”, “Channel Partner”, “you”, “your”) and ABXR Labs, Inc. d/b/a ArborXR (“ArborXR” or “we” or “us”), (each a “Party” and collectively the “Parties”) and is made effective on the Effective Date stated below. To the extent any provision of these Supplemental Terms is inconsistent or in conflict with other provisions of the Terms, the provision stated within these Supplemental Terms will govern.

1. Second Party Users. The following will be added to the definitions in Section 2 of the Terms: “Second Party User” means a User who (i) is not an employee of Customer acting within their scope of employment with Customer, and (ii) is invited, requested, directed, permitted, or allowed to use and/or access the Services by Customer or any of Customer’s Authorized Users, employees, agents, contractors, or representatives. All Second Party Users shall be considered Users under the Terms.

2. Appointment to Resell. Subject to the terms and conditions of the Terms, ArborXR hereby appoints Channel Partner, and Channel Partner hereby accepts such appointment, as ArborXR’s independent, non-exclusive direct reseller of the Services to Second Party Users during the Subscription Term. Channel Partner is not required or entitled to sublicense any of its rights under the Terms, and for the avoidance of doubt, without limitation, may not appoint resellers, distributors, channels, or any other third party with respect to the Terms or the Services. Within the bounds of this appointment and the other licenses provided herein, you may access and use the Services for your commercial use, provided, however, any license for any party to utilize any Services are provided solely through our terms of service. Channel Partner’s appointment only grants to Channel Partner a limited, non-transferable, non-sublicensable, revocable, royalty-free license to distribute the Services to its Second Party Users and does not transfer any right, title or interest in the Services to Channel Partner or to any other party. We reserve all rights not expressly granted hereunder.

3. Subscription Term and Fees. Your Subscription Term will be considered to continue so long as any Second Party User is within a Subscription Term. You will be charged and assume the obligation to pay all Subscription Fees of Services provided to your Second Party Users. Unless otherwise agreed in writing between you and us, all Subscription Fees will be due and paid according to the Terms. Unless Channel Partner notifies us in writing, Channel Partner represents and warrants that every charge of Subscription Fees by ArborXR for any Second Party User is exempt from sales, use, and value added taxes by all applicable federal, state, provincial, or local government entity.

4. Channel Partner Discount. Your Subscription Fees for Services to Second Party Users will be credited with a discount to the current Subscription Fees. The applicable discount shall correlate to the number of Devices relating to the applicable Second Party User in the amount specified in the below Schedule 1 (the “Discount”). Unless otherwise agreed in writing, for renewals, the stated Discount will be cut by 50% for the first renewal (i.e. the second year’s subscription), then the Discount will be cut by 75% for the second renewal (i.e. the third year’s subscription), and there will be no further Discount for any further renewals. All Discounts are subject to change after the initial year of your Subscription Term unless otherwise agreed in writing by us, provided, however, ArborXR will provide you with 30 days’ notice of such change and, even then, such change will only apply to Second Party Users’ Subscription Terms which begin after such 30 days.

5. Second Party Agreement. You will register every Second Party User (or their organization) through the process and forms provided to you by ArborXR (such as PartnerStack). The actions or inactions of a Second Party User will not be imputed onto you if such Second Party User has created their own authorized user account directly with us and agreed to our Terms (a “Second Party Agreement”). If no Second Party Agreement has been made, then you (i) acknowledge and agree all actions or inactions of such Second Party User will be imputed to you and you are solely responsible for managing such risks with the agreement(s) you have between you and such Second Party User, and (ii) will ensure we have all rights with respect to intellectual property (including our permission to use all Customer Data and our complete ownership of all Feedback and Resultant Data) relating to or arising out of any interactions with the Second Party User to the same extent we would have enjoyed if such Second Party User had entered into a Second Party Agreement.

6. Conduct of Channel Partner. You will present ArborXR’s Services in a positive and professional manner and will ensure that any personnel who will be performing activities hereunder will have the proper skills and background to enable them to perform in a timely and professional manner that reflect favorably on the reputation of both you and ArborXR. You shall make no representation, guarantees, warranties, and commitments in addition to or inconsistent with those in the Terms, the Materials, or Documentation provided by ArborXR with respect to the Services.

7. Marketing License. ArborXR grants to Channel Partner a worldwide, revocable, nonexclusive, transferable, royalty-free license during the Subscription Term, to use, display and perform, reproduce, distribute the ArborXR trademarks, service marks, logos, images and other brand identifiers (“ArborXR Brand Features”), and any statements or quotes provided by ArborXR, in any and all media, including but not limited to Channel Partner’s website, solely for marketing and promotion purposes under these Supplemental Terms. The use of ArborXR’s Brand Features must comply with any usage guidelines that are provided by ArborXR to you. Further, a sample of any proposed use of the ArborXR’s Brand Features and statements or quotes shall be submitted for review by ArborXR and written approval of the use must be obtained prior to use.

As of the date of your acknowledgment of these Supplemental Terms (the “Effective Date”), you acknowledge and agree good and valuable consideration have been provided by ArborXR to you to enter into these Supplemental Terms and, further, you agree to these Supplemental Terms.

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Schedule 1

‍Discount

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Custom and other discounts may apply as agreed in writing by ArborXR.