This CHANNEL PARTNER AGREEMENT (this “Agreement”) is entered into as of [insert date] (the “Effective Date”) by Rubiconnode Limited, a Nigeria corporation with offices at 14A Oba Elegushi Street, Ikoyi, Lagos & No. 16 Gwani Street Wuse Zone 4, Abuja, Nigeria (“RNN”) and [insert full Channel entity name], a [jurisdiction] corporation with offices at [insert Address] (“Channel”) and describes the terms and conditions pursuant to which RNN will make the Services (as defined below) available for re-sale by Channel.

For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:

• Affiliate of a party means any corporation or other entity that such party directly or indirectly controls, is controlled by, or is under common control with. In this context, a party “controls” a corporation or other entity if it or any combination of it and/or its Affiliates owns more than fifty percent (50%) of the voting rights for (i) the board of directors, or (ii) other mechanism of control for such corporation or other entity.
• Customer(s) means individuals or entities to which Channel has re-sold Services.
• Customer Data means all electronic data or information submitted by Customers to the Services.
• Deliverable means any software, equipment consultations, documentation and/or other materials prepared by RNN for Channel as described in an SOW.
• Fees means the fees (as specified in each Order Form) payable by Channel to RNN for the re-sale of the Services to Customers.
• Initial Term has the meaning ascribed to that term in the Section under “Term and Termination”.
• Malicious Code means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
• Non-RNN Applications means online applications and offline software products provided by entities or individuals other than RNN and are clearly identified as such, and that interoperate with the Services.
• Order Form means the documents for placing orders pursuant to this Agreement that are entered into between RNN and Channel (or Affiliates of RNN and Channel) from time to time, including addenda and supplements thereto. By entering into an Order Form pursuant to this Agreement, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party to this Agreement. Order Forms shall be deemed incorporated into this Agreement by reference.
• Professional Services means the services to be provided by RNN to Channel as described in an SOW, which may include, without limitation, engineering, maintenance, installation, design consulting, business planning, network planning and analysis.
• Renewal Term has the meaning ascribed to that term in the Section under “Term and Termination”.
• Channel Agent means a person or entity that the Channel appoints to market, promote or re-sell Services on behalf of the Channel.
• Channel Data means all electronic data or information submitted by Channel to the Services.
• Services means the products and services that are ordered by Channel pursuant to an Order Form and made available by RNN online via the login link at https://erpdemo.rubiconnode.com/partner-registration/new and/or other web pages designated by RNN, including associated offline components, as described in the User Guide. “Services” exclude Non-RNN Applications.
• Statement of Work or SOW means a statement of work for Professional Services and/or Deliverables that is executed by the parties.
• Term has the meaning ascribed to that term in the Section under “Term and Termination”.
• One-time Setup Fees has the meaning ascribed to that term in the Section under “Payment Term and Taxes”.
• Territory means the geographic area specified under the heading “Territory” in Schedule A.
• User Guide means the online user guide for the Services, accessible on login, as updated from time to time by RNN.
• Users means individuals who are authorized by Customers to use the Services, for whom subscriptions to the Services have been ordered, and who have been supplied user identifications and passwords by Channel (or by RNN at Channel’s request). Users may include but are not limited to Customer’s employees, consultants, contractors and agents, and third parties with which Customers transact business.

• RNN Responsibilities for the Services: RNN shall provide Channel with the Services within the Territory for the purpose of the resale to Customers. The Services shall be made available by RNN subject to any unavailability caused by circumstances beyond RNN’s reasonable control, including any force majeure events as contemplated in Section 10.10 and any computer, communications, Internet service, or hosting facility failures or delays involving hardware, software, power, or other systems not within RNN’s possession or reasonable control, and denial-of-service attacks. The Services may be temporarily limited, interrupted, or curtailed due to maintenance, repair, modifications, upgrades, or relocation. RNN shall attempt to notify the Channel of scheduled and unscheduled network outages that are expected to last more than four (4) hours and that may affect the Services. RNN shall be entitled to change the Services during the Term, provided that RNN will not materially reduce the capabilities provided by the Services.
• Channel Responsibilities: Channel shall maintain marketing and customer service standards that are appropriate in order to maintain high-quality Services and to reflect favourably on Channel’s and RNN’s reputation. Channel shall provide Customers with prompt, courteous, and efficient service, shall take every reasonable precaution not to disclose any Customer information, other than as permitted by any applicable privacy or personal health information legislation, and shall deal with Customers honestly and fairly. Channel shall be responsible for all activities of its Customers and Channel shall (i) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and shall notify RNN promptly of any such unauthorized access or use; and (ii) comply with all applicable local, state, provincial, federal, and foreign laws in respect to the promotion and re-sale of the Services.
• Mutual Obligations: Neither party shall, by way of statement, act, or omission, discredit or reflect adversely upon the reputation of or the quality of the other party or the products or services provided by the other party.
• Customer Contracts: The Services shall be provided to Customers on terms and conditions that are determined by the Channel, in accordance with any applicable regulations. RNN shall have no obligation to determine such terms and conditions, except it contradicts section 4.1. RNN shall have no obligation to deal directly with Customers or for any customer service activities for or in respect of Customers. Channel shall not make any representations or warranties on behalf of RNN or in any way bind or attempt to bind RNN contractually or otherwise with any Customer(s).
• Restrictions: Channel shall not (and shall not authorize any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement of the foregoing restriction is prohibited by applicable law; (b) circumvent any user limits or other timing, use, or functionality restrictions built into the Services; (c) remove any proprietary notices, labels, or marks from the Services (except to the extent Channel is so permitted to for the purposes of re-branding the Services); (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions, or graphics of the Services.
• Ownership and Proprietary Rights: RNN and its suppliers and/or licensors own and shall retain all right, title, and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights, and other intellectual property rights) in and to the Services and the User Guide. Channel agrees that only RNN shall have the right to maintain, enhance, or otherwise modify the Services. If Channel provides RNN with reports of defects in the Services or proposes or suggests any changes or modifications (collectively “Feedback”), RNN shall have the right to use and exploit such Feedback, including, without limitation, the incorporation of such Feedback into RNN’s software products and/or services, including, without limitation, the Services, without any obligation to Channel. Except as expressly set forth in under Services and Partner Responsibilities and Obligations, RNN reserves all rights and grants Channel no licenses of any kind, whether by implication, estoppel, or otherwise.
• Non-Competition: During the Term, Channel shall not: (a) directly or indirectly market, promote, or solicit customers or subscriptions for, supply, sell, or re-sell any product or service in competition with the Services; (b) have any controlling interest in any entity that markets, promotes, sells, or provides any product or service in competition with the Services; (c) enter into any agreements with any provider to resell, redistribute, sublicense, or otherwise commercialize any product or service that competes with the Services; or (d) display on its website or elsewhere any advertising or marketing materials of any provider of any product or service that competes with the Services. RNN shall have the continuing right to market and sell the Services and any other products or services to any third parties, including but not limited to current, future, and potential Customers.
• Channel’s Use of Agents and Subcontractors: Channel may, without the prior written consent of RNN, appoint Channel Agents to market, promote, and/or re-sell the Services within the Territory, provided that Channel shall continue to be responsible for all of its duties and obligations under this Agreement and for any acts or omissions of any of its Channel Agents, and any acts or omissions of any of its Channel Agents shall be attributed to Channel, and Channel shall: (a) be liable to RNN for all losses, costs, damages, and expenses of whatsoever nature, that RNN may sustain or incur as a result or in connection with any act or omission of any Channel Agent, provided that Channel shall be entitled to the benefit of any limitations in this Agreement to the same extent as if such acts or omissions had been those of Channel, and (b) indemnify RNN, its officers, directors, employees, agents, and Affiliates (including their officers, directors, employees, agents) from and against any and all actions, causes of action, claims, and demands of whatsoever nature caused by, arising directly or indirectly out of, or in connection with any acts or omissions of any Channel Agent, provided that Channel shall be entitled to the benefit of any limitations in this Agreement to the same extent as if such acts or omissions had been those of Channel.
• User Subscriptions: Unless otherwise specified in the applicable Order Form, (i) access to the Services is purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.
• Professional Services: Upon execution of an SOW by the parties and subject to the terms and conditions set forth in Schedule B, Channel may retain RNN to provide Professional Services (including the development of Deliverables) for Channel, all as described in such SOW. If a Channel submits a purchase order for Professional Services, such order shall not be binding upon RNN until accepted by RNN. RNN shall respond to each such order submitted by Channel within five (5) business days following receipt thereof. Once an order has been accepted, it shall be subject to the terms and conditions of this Agreement (such terms superseding any and all pre-printed terms and/or conditions within such order).
• Customer and Channel Data: RNN shall have the limited right to use the Customer Data and Channel Data to provide the Services in accordance with this Agreement, and Channel shall obtain such rights from its Customers for RNN. Subject to the limited rights granted to RNN pursuant to this Agreement, RNN acquires no right, title, or interest from the Channel or any Customers under this Agreement in or to Customer Data and Channel Data, including any intellectual property rights therein.

• Launch of the Services with Channel. Upon execution of this Agreement, the parties will co-operate and use commercially reasonable efforts to provide Channel with the Services all it needs to allow the Services to be marketed by Channel to Customers in the Territory. Once the Services have been activated and the parties agree that the Services are of a reasonable quality (having regard to similar commercial offerings), the Channel shall be entitled to begin reselling the Services to Customers in the Territory.
• Support. RNN shall upon mutual agreement provide basic support for the Services to the Channel at no additional charge, and/or upgraded support if purchased separately by Channel. Channel shall be responsible for providing First Line Support to Customers and Users of the Services. For the purposes of this Agreement, “First Line Support” means (i) fielding each initial call on a Services problem or other inquiry from a Customer or User; (ii) generating and issuing a trouble ticket containing a reference/tracking number to the Customer or User (i.e., provision of a Channel support number to the Customer or User); (iii) to the extent reasonably possible, identifying the problem or performance deficiency in the Services; (iv) by reference to only a troubleshooting guide that may be provided by RNN, attempted resolution of the problem; (v) where such problem has not been resolved, preparation of an error notification in relation to the problem or performance deficiency; (vi) managing communications and expectations with the Customer and/or User until the problem is referred to RNN; and (vii) escalating the error notification to RNN. Under no circumstances will RNN be obliged to deal directly with a customer or User.
• White Labelling. If mutually agreed by the parties in writing, RNN shall brand all Deliverables and Services with Channel-specific branding prior to making the services available for re-sale by Channel. The Services shall also be branded with “powered by RNN” marks and logos as the parties mutually agree. The Services shall in all cases retain any relevant patent, copyright and/or other intellectual property notices as may be determined to be appropriate by RNN. Channel shall provide, in soft copy/electronic format as reasonably specified by RNN, the Channel-specific branding to be used to white-label the Services. RNN shall provide Channel with access to the white-labelled Services for review prior to making any production versions of the white-labelled Services commercially available for re-sale by Channel. Channel shall use commercially reasonable efforts to promptly review the white-labelled Services. The Channel-specific branding will be applied to the services by RNN for the fees specified in the applicable SOW for such Professional Services. RNN shall only use any Channel-specific branding materials provided to RNN for the purposes of re-branding the Services as contemplated in this Section 3.3 and for the operation of the white-labelled Services. Except for the foregoing limited rights, Channel shall retain all right, title and interest in the Channel-specific branding provided to RNN.
• Acquisition of Non-RNN Products and Services. RNN or third parties may from time to time make available to Channel third-party products or services, including but not limited to Non-RNN Applications and implementation, customization and other consulting services. Any acquisition by Channel of such non-RNN products or services, and any exchange of data between Channel or its Customers and any non-RNN provider, is solely between Channel or the applicable Customer, as the case may be, and the applicable non-RNN provider. RNN does not warrant or support non-RNN products or services, whether they are designated by RNN as “certified” or otherwise, except as specified in an Order Form. Subject to Section 3.6, no purchase of non-RNN products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.
• Non-RNN Applications and Customer and Channel Data. If Channel or any of its Customers installs or enables Non-RNN Applications for use with the Services, Channel acknowledges that RNN may allow providers of those Non-RNN Applications to access Customer Data and Channel Data as required for the interoperation of such Non-RNN Applications with the Services. RNN shall not be responsible for any disclosure, modification or deletion of any Customer Data and Channel Data resulting from any such access by Non-RNN Application providers. The Services shall allow Customers to restrict such access by restricting Customer users from installing or enabling such Non-RNN Applications for use with the Services.
• Integration with Non-RNN Services. The Services may contain features designed to interoperate with Non-RNN Applications. To use such features, Channel and Customers may be required to obtain access to such Non-RNN Applications from their providers. If the provider of any such Non-RNN Application ceases to make the Non-RNN Application available for interoperation with the corresponding Service features on reasonable terms, RNN may cease providing such Service features without entitling Channel or any Customers to any refund, credit, or other compensation.
• RNN Protection of Customer Data. RNN shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. RNN shall not (a) modify Customer Data except to the extent required to provide the Services, (b) disclose Customer Data except as compelled by law in accordance with Section 5.5 or as expressly permitted in writing by Channel or the applicable Customer, or (c) access Customer Data except to provide the Services and prevent or address service or technical problems, or at Channel’s request in connection with Customer support matters.
• Channel Responsibilities. Channel shall (i) be responsible for Customers’ and Users’ compliance with RNN’s policies and procedures applicable to the Services; (ii) be responsible for the accuracy, quality and legality of the Customer Data and of the means by which it was acquired. Channel may upon full disclosure to RNN: (a) make the services available to anyone other than Customer and Users; (b) sell, resell, rent or lease the services outside the Territory. Channel shall not (i) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (ii) use the Services to store or transmit Malicious Code; (iii) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; or (iv) attempt to gain unauthorized access to the Services or their related systems or networks. Channel shall, solely at its own cost, employ at least one (1) experienced sales person who is knowledgeable concerning the functions and advantages of the Services and at least one (1) experienced technical person who is knowledgeable concerning the functions, specifications and advantages of the Services. Channel shall also fulfil responsibilities/obligations attached in Schedule B (Channel Obligation).
• Usage Limitations. If RNN opts to impose services limitations on all customers, such as but not limited to disk storage space, application programming interface calls, RNN will use commercially reasonable efforts to provide at least one (1) month(s) written notice of such limitations to Channel.

Ownership and Proprietary Rights. RNN and its suppliers and/or licensors own and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and other intellectual property rights), in and to the Services and the User Guide. Except as set forth in the Agreement or otherwise set forth in the relevant Statement of Work, RNN shall own all right, title and interest and all intellectual property rights to any Deliverables created by RNN pursuant to Schedule B or any Statement of Work hereunder. RNN shall retain all right, title and interest and all intellectual property rights to any and all RNN proprietary information and RNN software (including, without limitation, any modifications to the Services and/or the User Guide). Channel agrees that only RNN shall have the right to maintain, enhance or otherwise modify the Services. If Channel provides RNN with reports of defects in the Services or proposes or suggests any changes or modifications (collectively “Feedback”), RNN shall have the right to use and exploit such Feedback including, without limitation, the incorporation of such Feedback into RNN’s software products and/or services, including, without limitation, the Services, without any obligation to Channel. Except as expressly set forth in under the Services and Partner Responsibilities and Obligations Section, RNN reserves all rights and grants Channel no licenses of any kind, whether by implication, estoppel, or otherwise.

Definition of Confidential Information. “Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary”, or which the recipient knows or has reason to know is regarded by the disclosing party as such, including oral information. “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release with the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure.

Obligation. Neither party will use any Confidential Information of the disclosing party except as necessary to exercise its rights or perform its obligations pursuant to this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it as least as restrictive as those this Confidentiality Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all the disclosing party’s Confidential Information.

Injunctive Relief. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

Other Exemptions. Notwithstanding the foregoing provisions in this Confidentiality Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement, (ii) in confidence to legal counsel, (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available, (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of this Agreement, (v) in confidence, to auditors, accountants, legal counsel and their advisors, (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure.

Compelled Disclosure. If a receiving party is compelled by law to disclose Confidential Information of a disclosing party, it shall provide the disclosing party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's cost, if the disclosing party wishes to contest the disclosure.

Warranties. Each party warrants to the other party that: (i) such party is a business duly incorporated, validly existing, and in good standing under the laws of its jurisdiction of incorporation; (ii) such party has all requisite corporate power, financial capacity, and authority to execute, deliver, and perform its obligations under this Agreement; (iii) the execution, delivery, and performance of this Agreement constitutes the legal, valid, and binding agreement of such party; (iv) as of the Effective Date, there is no outstanding litigation, arbitrated matter or other dispute to which such party is a party, which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on such party’s ability to fulfill its obligations under this Agreement; and (v) no consent, approval or withholding of objection is required from any entity, including any governmental authority, with respect to such party’s entering into this Agreement. RNN warrants that (i) the Services shall perform materially in accordance with the User Guide, (ii) subject to Acquisition of Non-RNN Products and Services Section and Integration with Non-RNN Services Section, the functionality of the Services will not be materially decreased during a subscription term, and (iii) RNN will not transmit Malicious Code to Channel or any Customers provided that if Channel, a Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file, this warranty shall not apply to such file. For any breach of a warranty above, Channel’s exclusive remedy shall be as provided in Termination Section and Rights upon Termination Section below.

Disclaimer. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION, THE SERVICES AND THE USER GUIDE ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND. EACH PARTY AND ITS LICENSORS AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICES AND/OR THE USER GUIDE PROVIDED UNDER THIS AGREEMENT AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, DURABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. ADDITIONALLY, CHANNEL ACKNOWLEDGES THAT RNN DOES NOT REPRESENT OR WARRANT OR PROVIDE ANY CONDITIONS THAT THE SERVICES AND/OR THE USER GUIDE WILL BE ERROR-FREE OR WORK WITHOUT INTERRUPTIONS.

RNN IP Indemnity. RNN shall defend and/or settle at its expense, any claims, actions or proceedings against Channel to the extent arising out of or relating to any misappropriation or infringement by the Services or the User Guide of any third party’s proprietary or intellectual property right (“Channel Claims”). RNN shall pay all damages finally awarded by a court of competent jurisdiction to such third party against Channel, or any settlement amounts agreed by RNN in writing; subject to the conditions that, Channel shall notify RNN promptly of any Channel Claims, permit RNN to control the defence and settlement of such Channel Claims (provided that Channel may participate with counsel of its own choosing, at its own expense), and assist RNN in defending or settling such Channel Claims. RNN shall not be liable for any settlement amounts entered into by a Channel without RNN’s prior written approval. If RNN has reason to believe that it would be subject to an injunction or continuing damages based on the Services, then RNN shall be entitled to either modify the Services to make it non-infringing and/or remove the misappropriated material, replace the Services or portion thereof with a service or materials that provide substantially the same functionality or information, or, if neither of the foregoings is commercially practicable, require Channel and the Customers to cease reselling, receiving and/or using the Services, as the case may be, and refund to Channel (a) a pro rata portion of any one (1) time fees (based on a three (3) year, straight-line depreciation schedule from the date of payment), and (b) any fees that have been pre-paid by Channel but are unused. The foregoing notwithstanding, RNN shall have no liability for a claim of infringement or misappropriation to the extent caused by (i) the combination of Services with any other service, software, data or products not provided by RNN, which claim would have been avoided if the Services had not been so combined; or (ii) the use of any material provided by Channel or any Customers; (iii) any use or re-sale of the services outside the Territory; or (iv) any breach by Channel of this Agreement or by any Customers of any Services policies and/or procedures. THE FOREGOING IS RNN’S SOLE AND EXCLUSIVE LIABILITY, AND CHANNEL’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

Channel Indemnity. Channel shall defend and/or settle at its expense, any claims, actions or proceedings against RNN and its Affiliates and its and their officers, directors, employees and contractors (the “RNN Indemnified Parties”) to the extent arising out of or relating to (a) bodily injury or damage to tangible or real property, including death, caused by or arising out of any negligent act or omission of Channel or those for whom Channel is responsible for at law; (b) the provision, use or failure of any product or service provided by Channel; (c) any representations or warranties made by Channel in respect to the Services or any portions thereof beyond those authorized in this Agreement; (d) any infringement or misappropriate of any intellectual property or other rights by any Customer Data; (e) any violation of any law or regulation by Channel or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents; or (f) real or tangible property damage or bodily injury or death caused by the negligent or wilful acts or omissions of the Channel or any of its Affiliates or any of its or their officers, directors, employees, contractors or agents in connection with this Agreement (“RNN Claims”), and Channel shall pay all damages finally awarded by a court of competent jurisdiction to such third party against any of the RNN Indemnified Parties, or any settlement amounts agreed by Channel in writing; subject to the conditions that, RNN shall notify Channel promptly of any RNN Claims, permit Channel to control the defense and settlement of such RNN Claims (provided that RNN may participate with counsel of its own choosing, at its own expense), and assist Channel in defending or settling such RNN Claims. Channel shall not be liable for any settlement amounts entered into by RNN without Channel’s prior written approval.

Term. This Agreement shall commence as of the Effective Date and shall continue in effect for an initial term of three (3) years (such initial term referred to in this Agreement as the “Initial Term”). Thereafter, the term of the Agreement shall be automatically renewed annually on the anniversary of the Effective Date for additional one (1) year renewal terms (any such subsequent renewal terms referred to in this Agreement as a “Renewal Term”), unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the end of the Initial Term or any Renewal Term hereof. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the “Term”.

Termination. This Agreement may be terminated as follows: (a) if Channel fails to make any payment due hereunder within thirty (30) days after receiving written notice from RNN that such payment is delinquent, RNN may terminate this Agreement on written notice to Channel at any time following the end of such period; (b) if either party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching party may terminate this Agreement on written notice at any time following the end of such thirty (30) day period; (c) if either party becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due) or makes an assignment for the benefit of creditors, then the other party may terminate this Agreement immediately upon notice; or (d) without cause, with a ninety (90) day written notice. If Channel terminates this Agreement, such termination shall not affect Channel’s right to provide Customers with Channel’s own products and services that do not use or depend on the Services or any Deliverables.

Term of Purchased User Subscriptions. User subscriptions purchased by Channel commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless RNN has given Channel written notice of a pricing increase at least sixty (60) days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall be discussed by both parties and upon agreement in written form such price increase shall reflect in renewal term. Additional, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time, the original per-unit pricing shall subsist.

Survival. The following sections shall survive the termination or expiration of this Agreement for any reason: Definitions, Ownership and Proprietary Rights, Customer and Channel Data (for sixty (60) days after expiration or termination of the Agreement), confidentiality, Warranties and Disclaimers, Indemnity, Survival, Effect of Termination, Rights upon Termination, Return of Customer and Channel Data, Limitation of Liability, General, and any payment obligations incurred prior to the expiration or termination of this Agreement.

Effect of Termination. Upon expiration or termination of this Agreement, Channel shall cease all use of the Services, and shall promptly return all copies of the User Guide to RNN or else destroy those copies and provide assurances (signed by an officer of Channel) to RNN that it has done so.

Rights upon Termination. Termination is not an exclusive remedy and is in addition to other rights or remedies that may be available. Upon any termination for cause by Channel, RNN shall refund Channel any prepaid Fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by RNN, Channel shall pay any unpaid Fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any expiration or termination relieve Channel of the obligation to pay any fees payable to RNN for the period prior to the effective date of termination. If this Agreement is not terminated for a breach by Channel and if each of the parties is amenable to such an arrangement, then for any Customers to whom Channel has sold subscriptions for the Services during the Term, RNN will continue to provide services for such Customers for the remainder of their then-current subscription period (as of the effective date of termination of expiration of this Agreement) subject to payment of the applicable fees for such Customers and subject to Channel’s continued compliance with the terms and conditions of this Agreement, which shall continue in respect to such Customers. In the interest of absolute clarity on this, it is agreed between both the parties that if the Agreement is not terminated for a breach by Channel and if each of the parties is amenable to such an arrangement, then once the Channel has sold a subscription for the Services to a Customer during the Term, ongoing revenue for the remaining term of such Customer’s subscription (as of the effective date of termination of expiration of this Agreement) will continue to be shared as per the clauses in this Agreement and both parties shall continue to provide services to such Customer in the manner prescribed in this Agreement for the remainder of such subscription term.

Return of Customer and Channel Data. Upon request by Channel made within thirty (30) days after the effective date of termination or expiration of a Services subscription, RNN will make available to Channel for download a file of such Customer Data or Channel Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, RNN shall have no obligation to maintain or provide any of such Customer Data or Channel Data and shall thereafter, unless legally prohibited, may delete all of such Customer’s Customer Data or Channel’s Data in RNN’s systems or otherwise in RNN’s possession or under RNN’s control.

Customer Pricing and Responsibility. All fees, rates or charges charged by Channel to Customers for the Services shall be determined solely by Channel in so far as it does not exceed beyond 50% of the fees as defined in Fee Section under DEFINITIONS. RNN shall have no responsibility for billing or collecting such fees or any other amounts from Customers. Channel is solely responsible for payment to RNN for all Fees for the Services re-sold to Customers. In connection with such activities, Channel will act in all respects for its own account and will be responsible for such matters as credit verification, deposits, billing, collection, bad debts and any unauthorized use of the services by or on behalf of Customers. RNN is obligated only to Channel, with which it is in privity of contract, and not to Customers, with whom RNN is not in privity of contract. Customers are not to be deemed third-party beneficiaries of this Agreement.

Fees. Channel shall pay all fees specified in all Order Forms pursuant to this Agreement. Except as otherwise specified in this Agreement or in an Order Form, (i) Fees are based on User licenses purchased for the Services and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the applicable Order Form. User subscription Fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, Fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term. Monthly period here is termed to mean a twenty-one (21) days billing cycle.

Payment Terms. All payments under this Agreement shall be made within twenty-one (21) days after the receipt of the applicable invoice. All amounts are payable in United States dollars unless specified otherwise on the Order Form or SOW. Any amounts not paid when due shall accrue interest at the lesser of one and one half percent (1.5%) per month (19.57% annually) or the maximum rate allowed by law. If the Channel has been delinquent in its payments, RNN may condition future subscription renewals and Order Forms on prepayment or payment terms shorter than those specified in this section.

Suspension of Services and Acceleration. If Channel defaults in payment of applicable invoice within the twenty-one (21) days billing cycle, RNN will give Channel at least seven (7) days prior notice that its account is overdue, before suspending the Services. However, exemptions may be considered at the sole discretion of RNN.

Taxes. Unless otherwise stated, the Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, goods and services, harmonized, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Channel is responsible for paying all Taxes associated with its purchases pursuant to this Agreement. If RNN has the legal obligation to pay or collect Taxes for which Channel is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Channel, unless Channel provides RNN with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, RNN is solely responsible for taxes assessable against RNN based on its income, property and employees.

One-time Setup and Technology Fees: A customer is expected to pay a one-time setup fee to Channel, of which the sharing formula between RNN and Channel is 60:40. (60% to RNN and 40% to Channel). The same sharing ratio also applies as regards every other sundry fees, which are usually paid per semester/per session. This sharing formula is only subject to change upon agreement by both parties and to have binding effect only upon writing. Also, its payment terms shall comply with the Payment Terms section of this document.

WITH THE EXCEPTION OF A PARTY’S OBLIGATION TO PROVIDE INDEMNIFICATION UNDER THIS AGREEMENT AND EACH PARTY’S CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, OR ITS LICENSORS OR SUPPLIERS BY VIRTUE OF THIS AGREEMENT, HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIMITATIONS SET FORTH IN THIS SECTION DO NOT APPLY TO ANY INFRINGEMENT OR MISAPPROPRIATION BY EITHER PARTY OR ITS CONTRACTORS OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL RNN, ITS AFFILIATES OR ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO CHANNEL FOR MORE THAN THE AMOUNT OF ANY ACTUAL DIRECT DAMAGES UP TO THE GREATER OF U.S. $50,000.00 (OR EQUIVALENT IN LOCAL CURRENCY) OR THE CHARGES FOR THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM, WHICHEVER IS LESSER, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE.THE FOREGOING LIMITATION ON DIRECT DAMAGES SHALL NOT APPLY TO ANY BREACH BY RNN OF ITS CONFIDENTIALITY OBLIGATIONS OR RNN’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS UNDER RNN IP INDEMNITY SECTION. THE PARTIES AGREE THAT THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK.

Invoices. The terms, provisions or conditions of any purchase order or other business form or written authorization used by either party will have no effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of the receiving party to object to those terms, provisions or conditions.

Marketing Activities. Following the execution of this Agreement, the parties may issue a joint press release highlighting the relationship contemplated by this Agreement. Notwithstanding the foregoing, neither party will publish a press announcement related to this Agreement without prior written consent of the other party.

Assignment. Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law nor otherwise, without the prior express written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, RNN may assign this Agreement (including all Order Forms) with notice to Channel in connection with any merger or acquisition or sale of all or substantially all of RNN’s or any of its Affiliate’s assets or stock (such notice to be delivered within thirty (30) days of such assignment). Such assignment will not in any event relieve the assignor of any obligations that accrue under this Agreement prior to any such assignment. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in violation of this Section of Assignment shall be null and void.

Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

Choice of Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of the Province of England and Wales, United Kingdom, without regard to its conflict of law principles. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of England and Wales, United Kingdom. No choice of law rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. The parties confirm that it is their wish that this Agreement as well as all other documents relating to this Agreement, including notices, be drawn up in English only.

Compliance with Laws. Each party shall comply with all applicable laws and regulations regarding the general conduct of business, including without limitation all relevant anti-corruption and anti-bribery laws, including the United States Foreign Corrupt Practices Act. Channel agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities of any applicable countries.

Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above. Notice shall be considered delivered and effective on the earlier of actual receipt or when (a) personally delivered; (b) the day following transmission if sent by telex, telegram or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) one (1) day after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) five (5) days after posting when sent by certified mail. Notice shall be sent to the parties at the addresses set forth on the first page of this Agreement or at such other address as shall be specified by either party to the other in a notice in accordance with this Section of Notices.

Independent Contractors. The parties are independent contractors. This Agreement does not create a legal partnership (notwithstanding any use of the term “partner” by the parties, which if used is meant only to convey a spirit of cooperation between the parties), joint venture, agency, employee/employer, relationship, or franchisee/franchisor relationship between the parties. Neither party shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.

Force Majeure. Except for each party’s obligations to pay money, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes or shortages of materials.

Headings and References. The headings and captions used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

Counterparts. This Agreement may be executed in counterparts, both of which, when taken together, shall constitute a signed agreement binding upon the parties. Delivery of a signed counterpart of this Agreement by facsimile transmission, in paper copy by courier or regular mail or as an email attachment in PDF format shall constitute valid and sufficient delivery thereof.

Third-Party Beneficiaries. Channel hereby acknowledges that there may be third-party beneficiaries to this Agreement.

Federal Government End Use Provisions. RNN provides the Services, including related software and technology, for ultimate private and corporate usage solely in accordance with the following: Nigeria Government Data Protection Act 2023 (NDPA). The NDPA applies to data controllers and processors who are domiciled in Nigeria, or who process personal data in Nigeria. The NDPA also exempts activities carried out for personal or household purposes, and activities carried out by competent authorities. (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under these terms, it must negotiate with RNN to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

RNN Affiliates. RNN may use one or more affiliates to perform its obligations under this Agreement, provided that such use will not affect RNN’s obligations hereunder.

Complete Understanding. This Agreement, including all Order Forms, Statements of Work and Schedules, constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement.

This Partner Terms and Conditions ("Partner T&C") is a part of the "Rubiconnode Non-Exclusive Partnership Agreement" or "Partnership Agreement" executed between Rubiconnode Limited & the Partner. These Partner Terms and Conditions, along with a duly executed "Partnership Engagement Model" & Rubiconnode Non-Exclusive Partnership Agreement is collectively referred to as the "Agreement" (collectively "Agreement"). Capitalized terms used but not defined in this Partner T&C shall have the meaning assigned to them in the Partnership Agreement.