“Channel Partner” - a natural person, corporation, partnership, firm, association, government, governmental agency, or other entity, whether acting in an individual, fiduciarys or other capacity that has purchased the IGNATE Solutions for for purposes the of further resale, distribution, or the direct benefit of a third party(“End Client) in whole or in part.

“End User”Channel Partner’s Client

“Ignate, Inc Subscription Agreement” – Ignate, Inc written agreement that a Channel Partner is required to accept prior to resell of the IGNATE Solutions. The Ignate, Inc Subscription Agreement is a standard template that Ignate, Inc provides on its website and may amend from time to time in its sole discretion.

“Price Schedule” – refers to Ignate, Inc standard list prices for the IGNATE Solutions, and any applicable discounts thereto available to Reseller.

Limited Right to Resell. Subject to the terms and conditions of this Agreement, Ignate, Inc hereby grants to Reseller a limited, revocable, nonexclusive, nontransferable (except as permitted in Section 13.3) right to resell the IGNATE Solutions specified in the Reseller Order to the End User specified in such form, solely for use by such End User in accordance with the Ignate, Inc Subscription Agreement. The right to resell is limited to only the term of this Agreement and may be terminated by Ignate, Inc at any time. The reseller shall have the right to demonstrate the IGNATE Solutions to potential customers to promote the IGNATE Solutions to enable it to resell the IGNATE Solutions. Only the End User may use the IGNATE Solutions. Reseller is not permitted to use any IGNATE Solutions resold under this Reseller Agreement for Reseller’s own benefit

No Exclusivity. Nothing in this Agreement limits Ignate, Inc right to appoint other Resellers, sales representatives, or retailers. Furthermore, Ignate, Inc may directly or indirectly license, distribute and provide IGNATE Solutions. Furthermore, Reseller agrees that Ignate, Inc may sell the IGNATE Solutions for their list price directly to any potential or actual End User, who Reseller has previously engaged or attempted to sell the IGNATE Solutions without any liability being owed to Reseller.

Restrictions on Authority. The reseller is only authorized to promote and resell the IGNATE Solutions. The reseller is not conferred any other rights and agrees not to provide its own support services for the IGNATE Solutions. Furthermore, Reseller agrees not to: (i) install, implement, or service the IGNATE Solutions; (ii) modify, port, translate, localize, or create derivative works based on the IGNATE Solutions; (iii) reverse engineer, disassemble, decompile or in any other manner decode or discover Ignate, Inc trade secrets in the IGNATE Solutions; or (iv) grant any lien or security interest on or otherwise encumber the IGNATE Solutions. Reseller shall have no right to: (1) enter into any obligations on behalf of Ignate, Inc, or (2) make any representations or warranties with respect to the IGNATE Solutions.

End User Terms. Any and all use of the IGNATE Solutions by End User(s) are subject to the Ignate, Inc Subscription Agreement, and Reseller may not impose any other terms pertaining to End User(s) use of the IGNATE Solutions. Reseller is responsible for ensuring that each End User enters into the Ignate, Inc Subscription Agreement (which includes all limitations on authorized users and other quantity restrictions applicable to the End User’s order) in a manner that is legally binding upon the End User. Reseller shall be required to: (a) notify each End User that the IGNATE Solutions are subject to the Ignate, Inc Subscription Agreement and that by placing an order with Reseller the End User agrees to the Ignate, Inc Subscription Agreement, (b) include either a copy of or link to the Ignate, Inc Subscription Agreement in each quotation and order form Reseller issues to the End User, and (c) obtain from each End User written confirmation of acceptance of the Ignate, Inc Subscription Agreement prior to the earlier to occur of acceptance of the order by Reseller or delivery of the IGNATE Solutions. Reseller must provide evidence of such acceptance by the End User to Ignate, Inc upon request. The reseller shall not and will have no right to negotiate, propose changes to, or modify, the terms and conditions of the Ignate, Inc Subscription Agreement. In the event a prospective End User requests changes to the Ignate, Inc Subscription Agreement, Reseller will inform Ignate, Inc of such request.

Ignate, Inc Marks. Subject to the terms and conditions of this Agreement, Ignate, Inc hereby grants to Reseller a nonexclusive, nontransferable, and revocable license during the term of this Agreement to use and display any trademarks, trade names, and services marks owned by Ignate, Inc (whether registered with the USPTO or owned by common law) (the “Marks” or each a “Mark”) in connection with Reseller’s promotion, marketing, and reselling of the IGNATE Solutions. Each use or display of a Mark is subject to Ignate, Inc prior written consent. Notwithstanding anything herein to the contrary, this Agreement shall not effect a transfer of ownership of Ignate, Inc Marks, and any goodwill arising from the use thereof shall inure to the benefit of Ignate, Inc.

Ownership. Reseller agrees that except for the specific right to resell as set forth in Section 3.1 this Agreement, Ignate, Inc shall retain all right, title, and interest in and to the original and any copies of the IGNATE Solutions and all patent, copyright, trade secret, trademark, and other intellectual property rights pertaining thereto. Reseller hereby assigns to Ignate, Inc any intellectual property rights Reseller may acquire in the IGNATE Solutions and agrees to execute specific assignments and take any action requested by Ignate, Inc necessary to enable Ignate, Inc to secure and perfect Ignate, Inc rights in the IGNATE Solutions.

Feedback. Reseller agrees that any feedback, comments, suggestions, ideas, or other information it provides to Ignate, Inc about the IGNATE Solutions or the Reseller program, (“Feedback“) may be used by Ignate, Inc for any purpose, without any compensation to Reseller or any restriction or obligation on account of intellectual property rights or otherwise.

Promotion and Marketing. Reseller agrees to use its best efforts to promote, market, and resell the IGNATE Solutions, which shall include: (1) not representing itself as an agent/employee of Ignate, Inc; (2) not removing, obscuring, or altering Ignate, Inc copyright notices or its Marks or trade name as they appear on the IGNATE Solutions; (3) conducting itself in a professional and diligent manner representing the IGNATE Solutions; (4) not making any representations regarding Ignate, Inc, on Ignate, Inc behalf, or about any IGNATE Solutions, other than as set forth in the applicable product specifications or other materials published by Ignate, Inc; (5) using only materials relating to the IGNATE Solutions that have been approved in writing by Ignate, Inc for use as promotional and marketing materials; (6) not engaging in any deceptive, misleading, illegal, or unethical practices that may be detrimental to Ignate, Inc or its products; (7) directing End User(s) to Ignate, Inc for support services; (8) meeting standards set by Ignate, Inc for promoting, displaying, demonstrating, and explaining to potential customers the IGNATE Solutions.

Additional Obligations. During the term of this Agreement, Reseller agrees to: (1) use best industry practices in performing its obligations under this Agreement; (2) comply with all applicable international, governmental, federal, national, regional, state, and local laws and regulations (including, without limitation, all export/import laws and the U.S. FCPA); (3) not engage in, or acquiesce, any extortion, kickbacks, or other unlawful or improper means of obtaining business or obtaining an improper advantage for the sale or promotion of IGNATE Solutions; (4) promptly inform Ignate, Inc of any claim, action, or proceeding, whether threatened or pending, that comes to Reseller’s attention and involves Ignate, Inc or the IGNATE Solutions; (5) immediately notify Ignate, Inc of any known or suspected breach of the Ignate, Inc Subscription Agreement or other unauthorized use of the IGNATE Solutions and to assist Ignate, Inc in the enforcement of the terms of the Ignate, Inc Subscription Agreement; and (6) promptly inform Ignate, Inc of any material change in the management or control of Reseller.

Reseller Fees. - a natural Reseller shall pay Ignate, Inc the fees for IGNATE Solutions the rate shown in the Price Schedule attached hereto as agreed. The Reseller Fees shall be due within thirty (30) days after Reseller has submitted the Reseller Order. If payment is not received within said 30-day period, Company will be assessed a late charge equal to lesser of 1.5% of the unpaid amount per month or the maximum interest allowed to be charged by law. All payments are nonrefundable, non-cancelable, and shall be due from the Reseller directly and not from any End User. Reseller shall pay the Reseller Fees to Ignate, Inc regardless of whether Reseller has received payment from the End User(s) for the applicable IGNATE Solutions. Ignate, Inc reserves the right to make changes to the Price Schedule and any applicable discounts at any time and shall provide the Reseller an updated Price Schedule when such rates change.

End User Pricing. While Ignate, Inc recommends Reseller not sell any IGNATE Solutions for more than the list price, Reseller will independently set its own pricing to each End User. The difference between the fees Reseller charges End Users for subscriptions to the IGNATE Solutions and the Reseller Fees Reseller pays to Ignate, Inc for such IGNATE Solutions is Reseller’s sole compensation under this Agreement. Reseller shall bear all risk of non-payment by End User. Reseller may not terminate any Reseller Order or receive any refunds due to nonpayment by an End User. If Ignate, Inc provides any refund to an End User under the standard Ignate, Inc Subscription Agreement, then Ignate, Inc, at its option, will refund the applicable amounts either directly to the End User or to Reseller for distribution to the End User. Reseller agrees to cooperate with Ignate, Inc in connection with any such refund.

Expenses. Reseller shall pay all of its expenses and costs (including, without limitation, all travel, lodging, and entertainment expenses) incurred in connection with its performance hereunder. Ignate, Inc shall not reimburse Reseller for any expenses.

Taxes. The Reseller Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Reseller is responsible for paying all Taxes associated with its purchases hereunder. If Ignate, Inc has the legal obligation to pay or collect Taxes for which Reseller is responsible under this Section 5.4, Ignate, Inc will invoice Reseller and Reseller will pay that amount unless Reseller provides Ignate, Inc with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Ignate, Inc is solely responsible for taxes assessable against Ignate, Inc based on Ignate, Inc’s income, property, and employees.

Books and Records. Each party will use reasonable efforts to maintain complete and accurate books and records related to its activities under this Agreement.

Audit. Throughout the term of this Agreement, and for one (1) year following its expiration or termination, Ignate, Inc shall: (a) on five (5) days’ prior written notice, have full access to inspect and review the books and records of Reseller related to its performance under this Agreement, and (b) have the right to make copies of these books and records.

“Channel Partner” - a natural person, corporation, partnership, firm, association, government, governmental agency, or other entity, whether acting in an individual, fiduciarys or other capacity that has purchased the IGNATE Solutions for for purposes the of further resale, distribution, or the direct benefit of a third party(“End Client) in whole or in part.

“End User”Channel Partner’s Client

“Ignate, Inc Subscription Agreement” – Ignate, Inc written agreement that a Channel Partner is required to accept prior to resell of the IGNATE Solutions. The Ignate, Inc Subscription Agreement is a standard template that Ignate, Inc provides on its website and may amend from time to time in its sole discretion.

“Price Schedule” – refers to Ignate, Inc standard list prices for the IGNATE Solutions, and any applicable discounts thereto available to Reseller.

Reseller shall not develop, make, distribute, market, license, lease, provide, or sell any products, software, services, or solutions that in any way use, refer to, or are derived from the IGNATE Solutions, Ignate, Inc Confidential Information, or Ignate, Inc intellectual property.

WARRANTIES. Ignate, Inc makes no warranties to Reseller, including no warranties regarding the IGNATE Solutions. the only warranties Ignate, Inc makes to any END USER shall be those provided by Ignate, Inc in the Ignate, Inc subscription agreement. furthermore, Ignate, Inc does not assume, nor authorize any other person to assume for Ignate, Inc, any other liability in connection with the IGNATE Solutions, including, without limitation liabiity arising out of use of the IGNATE Solutions. the IGNATE Solutions provided by Ignate, Inc are provided “as is” and “with all faults.” Ignate, Inc disclaims all warranties, whether express, implied, or statutory, and whether arising through course of dealing, course of performance, or usage of trade. Ignate, Inc specifically disclaims any warranty: (a) that the operation of the products and services provided by Ignate, Inc will be uninterrupted or error free, (b) that the products and services provided by Ignate, Inc are merchantable or FIT FOR ANY particular purposes or needs of Reseller or any third party, OR (c) OF SYSTEM INTEGRATION, DATA ACCURACY or NON-infringement.

LIMITATION OF LIABILITY. CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, GOODWILL, DATA OR USE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS/SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABLITY SHALL NOT APPLY TO THE INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN, A BREACH OF THE CONFIDENTIALITY, OR DAMAGES CAUSED BY GROSS NEGLIGENCE, RECKLESS CONDUCT OR WILLFUL MISCONDUCT. TO THE FULLEST EXTENT ALLOWED BY LAW, IGNATE, INC’S LIABILITY FOR ANY REASON (EXCLUDING RESELLER’S LIABILITY FOR RESELLER FEES) AND UPON ANY CAUSE OF ACTION, WHETHER IN TORT, CONTRACT, OR ANY OTHER LEGAL THEORY, SHALL AT ALL TIMES AND IN THE AGGREGATE BE LIMITED TO THE RESELLER FEES PAID TO IGNATE, INC BY RESELLER UNDER THIS AGREEMENT DURING THE PREVIOUS THREE MONTHS.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any conflict of law provisions that would require or permit the laws of any jurisdiction other than the State of Texas to apply. Any action or proceeding by the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Texas. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue. If any provisions of this Agreement or its applications is held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provisions and applications herein shall not in any way be affected or impaired

Confidential Information. For purposes of this Agreement, “Confidential Information” shall mean all of information identified by the disclosing party (“Discloser”) as confidential, proprietary and/or trade secret information and materials, whether in written, oral, electronic or another format, to the other Party (“Recipient”). Confidential Information excludes any particular information that, as evidenced by written documentation: (a) is or becomes publicly known without violation of this Agreement; (b) is already known to the Recipient without restrictions as of the time of its furnishing or disclosure; (c) is independently developed by the Recipient by individuals who do not have access and have not been exposed to the Confidential Information; or (d) after its furnishing or disclosure, is made known to the Recipient without restrictions by a third party having the right to do so. All Confidential Information, as well as all media containing such Confidential Information, shall remain the exclusive property of Discloser.

Nondisclosure Obligations. Recipient shall: (a) hold the Confidential Information in strict confidence and not make any disclosure thereof to any third party (except third parties that have: (i) a reasonable need to know such information in connection with the Recipient rights, duties, and obligations under this Agreement and (ii) agreed in writing to protect the Confidential Information in accordance with the provisions of this Section 12; (b) ensure that any electronic transmissions of the Confidential Information shall be undertaken only via secure systems; (c) use the Confidential Information solely in accordance with the terms of this Agreement in order to carry out its obligations or exercise its rights under this Agreement; and (d) notify the Discloser promptly of any unauthorized use or disclosure of its Confidential Information and reasonably cooperate with and assist Discloser in stopping or minimizing any unauthorized use or disclosure.

Protective Measures. Recipient shall use all commercially reasonable efforts to ensure compliance with the provisions of this Section 12 by any officers, employees, consultants, subcontractors, and third parties that have access to the Confidential Information.

Required Disclosure. If Recipient is required by judicial, administrative, or regulatory process in connection with any action, suit, proceeding, claim, or otherwise by applicable law to disclose Confidential Information, the Recipient shall promptly notify Discloser if permitted to do so and, if so requested, shall provide reasonable cooperation to Discloser in resisting the disclosure. Subject to its obligations stated in the preceding sentence, the Recipient shall be entitled to comply with any such disclosure requirement to the extent required by law but shall in doing so make reasonable efforts to limit the scope, and secure the confidential treatment, of any materials it is compelled to disclose.

Interpretive Provisions. This Agreement is the entire agreement between Reseller and Ignate, Inc on the subject hereof, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This Agreement shall be deemed to have been drafted by all Parties, and in the event of dispute, no Party hereto will be entitled to claim that any provision should be construed against the other Party by reason of the fact it was drafted by one particular party. If there is a conflict between the terms of an exhibit and the terms of the body of this Agreement, then the terms of the exhibit shall govern. The headings in this Agreement are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions of this Agreement and such remaining provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. The failure of a Party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such Party to enforce any subsequent breach of such term.

Relationship of the Parties. Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the Parties. The Parties acknowledge that each Party will perform its obligations hereunder as an independent contractor. The manner and method of performing such obligations will be under the performing Party’s sole control and discretion.

Assignment. Reseller may not assign this Agreement or any rights and duties (whether voluntarily, by operation of law, or otherwise) without Ignate, Inc prior written consent.

Execution. This Agreement may be executed by the Parties in counterparts, each of which when executed and delivered shall constitute an original and all such counterparts together constituting one and the same agreement. Any signature page delivered by facsimile transmission or through the use of an electronic signature system (including, but not limited to EchoSign) shall be binding to the same extent as an original signature page with regard to any agreement subject to the terms hereof or any amendment thereto.