Partner Agreement

PARTNER AGREEMENT

This Partner Agreement (hereinafter referred to as the “Agreement” or the “Contract”) outlines the standard terms applicable to Marfeel’s partner program and it is entered into by and between:

1. Marfeel Solution, S.L. (hereinafter “MARFEEL”), a Spanish corporation with Tax ID No. B-65.651.259 with its principal place of business at 08029, Barcelona, ​​Avenida Josep Tarradellas, numbers 20 - 30, 6th floor; duly represented in this act by its Chief Operating Officer, Mr. Juan Ignacio Margenat Trias, of legal age, of Spanish nationality, with DNI 46350184D and with professional address at the same address of the company; and

2. ____________________ (hereinafter the “PARTNER”), with business or tax number ____________________ and with professional address located at____________________ .

The PARTIES may be jointly referred to as the “PARTIES”, who recognize each other’s sufficient powers to enter into this contract and/or agreement.

WHEREAS

WHEREAS, MARFEEL is a developer of different software for publishers.

WHEREAS, PARTNER desires to collaborate with MARFEEL on the referral of new business leads

NOW, THEREFORE, in consideration of the mutual promises contained herein, it is agreed by and between the respective PARTIES as follows:

1. DEFINITIONS

The following terms in capital letters will have the definition stated above:

1.1 “CLIENT”: the natural or legal person that acquires the license to use the Software by entering into a contract with MARFEEL.

1.2. “SOFTWARE”: computer programs, technological platforms owned by MARFEEL and/or services provided by it, including all of MARFEEL’s premium products, as well as any current or future products offered by MARFEEL.

2. OBJECT

2.1. The PARTIES desire to enter into this agreement with good faith in order to collaborate with each other, with the referral of CLIENTS. In particular, the PARTNER will refer CLIENTS to MARFEEL and the latter will pay a commission as a consideration.

2.2. Nothing in this Agreement shall be construed or interpreted as creating an employment, agency, joint venture, or partnership relationship between the PARTIES.

2.3. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. MARFEEL is free to promote and market- directly or indirectly - its SERVICES, even in the assigned territory.

3. DURATION

3.1. This Contract will enter into force on the day of its signature by both Parties and will have a duration of one (1) year. This Contract will be automatically renewed for another twelve (12) months unless either party communicates the termination of this Contract by written notice thirty (30) or more days in advance.

3.2. Notwithstanding the foregoing, any of the PARTIES may terminate the Contract at any time and without any reason by written notice of thirty (30) or more days in advance.

3.3. In the event of contract termination, neither party will indemnify and/or compensate the other with any amount, payment, or other forms of compensation for the customer base generated or for any damage. Notwithstanding the latter, MARFEEL will continue paying any payments according to the terms and conditions stated in Annex I.

4. PAYMENT

4.1. All payments will be due in accordance with the provisions of Annex I, and after the PARTNER has issued its invoice.

5. CONFIDENTIALITY AND PROPRIETARY INFORMATION

Each Party hereto acknowledges that by reason of its relationship to the other party hereunder, it may have access to certain information and material concerning the other party’s business, plans, customers, technology, intellectual property, proprietary information, services, and products, all of which are confidential and of substantial value to the other party, which value would be impaired if such information were disclosed to third parties. Accordingly, each party hereto agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any such confidential information revealed to it by the other party.

Notwithstanding any provision of this Agreement, the Parties agree that Marfeel may use the data collected in a pseudo-anonymized, aggregated, and non-identifiable manner, ensuring privacy, for statistical purposes and to conduct media studies, such as trend analysis and performance metrics, to improve its services and provide Marfeel’s client network with general reports and statistics.

In the event of termination of this Agreement, there shall be no use or disclosure by either party of any confidential information of the other party, and any materials related to the other party shall be immediately returned to the disclosing party. Each party hereto acknowledges that the provisions of this Section 5 are reasonable and necessary for the protection of the other party and that the other party will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, each party hereto agrees that, in addition to any other relief to which the other party may be entitled in the form of actual or punitive damages, the other party shall be entitled to seek injunctive relief from an arbitration panel or a court of competent jurisdiction for the purposes of restraining a party from any actual or threatened breach of such provision.

The terms of this Section 5 shall survive the termination of this Agreement. Also, all industrial and/or intellectual property rights over the Software, as well as any extension, improvement, or modification thereof, are the exclusive property of MARFEEL, for which the PARTNER will refrain from using or registering any patents in its name, trademarks or other distinctive signs owned by MARFEEL and may not modify, reproduce, distribute or publicly communicate or make the Software available to third parties, except in the cases expressly provided for in this Agreement.

6. CAUSES OF TERMINATION

6.1. In the event that MARFEEL or the PARTNER violates any of the provisions stated in this contract and/or its annexes, the party in compliance may terminate this contract for cause.

6.2. Regardless of the termination for cause, each party is liable to the other for all damages and losses caused, to the extent that they were not due to force majeure.

6.3. In the event of contractual termination by the provisions stated in this clause and the provisions of clause 3 above, MARFEEL shall not compensate and/or indemnify the PARTNER for the customer base generated. Notwithstanding the latter, MARFEEL will continue paying any payments according to the terms and conditions stated in Annex I.

7. DATA PROTECTION

7.1. The personal data of the Parties, as well as of those other persons in charge of monitoring or executing the same, will be collected and processed, respectively, by Marfeel and the PARTNER for the following purposes: I) To carry out adequate management of the contractual relationship with the company in which they work or of which they are a representative. II) To maintain commercial contact with the company in which they work or of which they are a representative.

The legal basis that legitimates the processing of personal data is the existence of a legal or contractual relationship.

The data will be processed for the entire duration of the contractual relationship between the parties. Once the contractual relationship is terminated, the data shall be blocked for the period during which any liability may arise from the processing or from the contract. Once the legal period of limitation has expired and these responsibilities have expired, the data will be deleted.

Data subjects have the right to access, rectify, delete, limit, and oppose the processing of the data, as well as to exercise the other rights recognized in the current legislation on data protection, by contacting the corresponding data controller at the following address:

• Marfeel: The Data Protection Officer’s contact details are e-mail dpo@marfeel.com and address Avenida Josep Tarradellas, 20-30, sixth floor, 08029, Barcelona.
• Partner: email and address

8. GENERAL CLAUSES

8.1. Notifications: All communications related to this agreement must be made as follows:

1. Marfeel: Avenida Josep Tarradellas 20-30, 6ª planta, 08029 Barcelona (Spain); TAX ID: ESB65651259; email: finance@marfeel.com;
2. Partner: Address; Email

8.2. Amendments: This Agreement may not be modified except in a written agreement signed by authorized representatives of both parties.

8.3. Assignment of Rights: Neither PARTY may assign, in whole or in part, its rights or duties under this Agreement to a third PARTY without the prior written consent of the other PARTY. Notwithstanding the foregoing, Marfeel may assign this contract to any of its Affiliates without the PARTNER’s prior consent.

8.4. Entire Agreement: This Agreement and its annexes constitute the entire understanding between the parties and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

8.5. Severability: In the event that any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement, and all other provisions shall continue in full force and effect as valid and enforceable.

8.6. No waiver: Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.

8.7. Governing Law: This Agreement and performance hereunder shall be governed by the laws of the State of Spain, without regard to conflicts of laws. The parties consent to the personal and exclusive jurisdiction of the courts of the city of Barcelona, Spain.

ANNEX I

1. Commission: Marfeel shall pay the partner a commission for each agreement signed by MARFEEL as a direct result of a referral from the PARTNER. The commission shall be calculated as a set percentage (%) of the fees actually received by MARFEEL during the first twelve (12) months of the contract term.

No commission shall be payable for any renewal, extension, or renegotiation of a Compass contract.

2. Eligibility for Commission: The PARTNER shall be eligible for commission only if:

2.1. The CLIENT was first introduced to MARFEEL by the PARTNER, which means that, at the time of the “first introduction” arranged by the PARTNER, MARFEEL was not already in active commercial discussions with the CLIENT. For the avoidance of doubt and unless otherwise agreed, a CLIENT shall not be considered first introduced by the PARTNER if MARFEEL had prior contact or an ongoing commercial relationship or discussion with the CLIENT before the PARTNER’s introduction. 2.2. The Compass contract is signed within twelve (12) months of the first introduction.

“First introduction” means the initial demonstration (“Demo”) arranged by the PARTNER between MARFEEL and the CLIENT.

If the contract is signed more than twelve (12) months after the first introduction, the PARTNER shall not be entitled to any commission.

3. Definitions:

3.1. Decision Maker: The PARTNER must ensure that meetings with the CLIENT (“first introduction” and/or Demo) involve a Decision Maker. A “Decision Maker” is any individual within the CLIENT’s organization who has the authority to negotiate and decide whether to engage MARFEEL.

3.2. Contract Signed: A “Contract Signed” means the execution of a binding agreement between MARFEEL and a referred CLIENT, duly signed by both parties, formalizing their respective obligations and rights. For the avoidance of doubt, agreements entered into solely for proof-of-concept (POC) engagements do not constitute a Contract Signed.

4. Payment: Commissions shall be due only after MARFEEL has received payment from the CLIENT and shall be paid within thirty (30) days following receipt of the PARTNER’s corresponding invoice.

5. The PARTNER acknowledges and accepts that neither a commission nor any other amount must be paid to the PARTNER in the event of:

(i) MARFEEL does not enter into an agreement to provide services to CLIENT; (ii) any cross-selling between the CLIENT and CLIENT´s related companies outside the assigned territory;

(iii) any agreement entered into between MARFEEL and CLIENT canceled or terminated, whether or not due to a default by MARFEEL; and/or,

(iv) MARFEEL does not receive payment from the CLIENT.

Marfeel will not be liable for any payment due to the points described above.

6. The parties agree that MARFEEL is the only authorized party to sign and execute a valid contract to acquire a license to use the SOFTWARE with any potential CLIENT.