This Master Subscription Agreement ("Agreement") governs Customer's subscription to and use of PartnerOS, the AI-native partner relationship management platform built for modern partnerships teams. This Agreement is entered into by and between the organization ("Customer") identified on the applicable order form, online subscription confirmation, or other ordering document ("Order Form") and PartnerOS, Inc., a Delaware corporation ("PartnerOS").

By executing an Order Form, clicking "I Agree," or accessing the Platform, Customer agrees to this Agreement. The individual accepting this Agreement represents they have authority to bind Customer to these terms.

Effective Date: The date Customer executes an Order Form or first accesses the Platform.

1. THE PARTNEROS PLATFORM

1.1 What We Provide

PartnerOS is an AI-native partner relationship management platform designed to help partnerships teams operationalize and scale their partner programs. Subject to this Agreement, PartnerOS grants Customer a non-exclusive, non-transferable right to access and use:

(a) The Platform — Our cloud-based software including partner planning, deal registration, enablement tracking, executive dashboards, and workflow automation tools as described in the applicable Order Form ("Platform").

(b) AI Actions — Intelligent automation capabilities powered by artificial intelligence, including partner recommendations, content generation, deal insights, and workflow automation ("AI Actions"). AI Actions usage may be metered and billed according to your subscription tier.

(c) Documentation — User guides, API documentation, help center articles, and other materials we make available at https://docs.partneros.ai ("Documentation").

(d) Integrations — Connections to third-party systems (CRMs, communication tools, data sources) that extend Platform functionality ("Integrations").

Collectively, these are the "Services."

1.2 How You Can Use It

Customer may use the Services solely for internal business purposes in accordance with this Agreement, the Order Form, and the Documentation. This includes enabling Customer's employees, contractors, consultants, and agents ("Authorized Users") to access the Platform through Customer's account.

Customer is responsible for:

• Ensuring Authorized Users comply with this Agreement

• Maintaining the confidentiality of login credentials

• All activity under Customer's account

• Promptly notifying PartnerOS of any unauthorized access

1.3 Use by Affiliates

"Affiliate" means any entity controlling, controlled by, or under common control with a party (where "control" means ownership of 50% or more of voting interests). Customer's Affiliates may use the Services by executing their own Order Form that references this Agreement.

1.4 Service Levels

PartnerOS will provide the Services in accordance with our Service Level Agreement at https://www.partneros.ai/sla ("SLA"), which is incorporated by reference. The SLA includes our uptime commitments and service credit terms.

1.5 Beta Features

We may invite Customer to try new features designated as "beta," "preview," "early access," or similar ("Beta Features"). Beta Features are optional, provided "as is," and may be discontinued at any time. Beta Features are not covered by the SLA, warranties, or indemnification obligations in this Agreement.

2. CUSTOMER DATA & PRIVACY

2.1 Your Data Stays Yours

"Customer Data" means all data, content, and information that Customer or its Authorized Users upload to, create within, or transmit through the Platform. This includes partner profiles, deal information, engagement records, documents, and any outputs generated by AI Actions based on Customer's inputs.

Customer retains all ownership rights in Customer Data. PartnerOS acquires no ownership interest in Customer Data under this Agreement.

2.2 How We Use Customer Data

Customer grants PartnerOS a limited license to use Customer Data solely to:

• Provide, maintain, and improve the Services

• Generate AI Actions outputs based on Customer's instructions

• Fulfill our obligations under this Agreement

• Comply with applicable law

We do not use Customer Data to train AI models. Customer Data is not used to train, improve, or develop the artificial intelligence or machine learning models that power AI Actions or any other PartnerOS features.

2.3 AI Actions Outputs

When Customer uses AI Actions, the Platform generates outputs based on Customer's inputs and instructions ("AI Outputs"). As between the parties, Customer owns AI Outputs to the extent permitted by applicable law. Customer acknowledges that:

• AI Outputs are generated probabilistically and may require human review

• Similar inputs from different customers may produce similar outputs

• Customer is responsible for reviewing AI Outputs before use or distribution

2.4 Data Processing & Privacy

PartnerOS processes personal data in accordance with our Privacy Policy at https://www.partneros.ai/privacy. Where required by GDPR, CCPA, or other data protection laws, the parties will execute a Data Processing Addendum ("DPA"). To request a DPA, contact legal@partneros.ai.

2.5 Data Security

PartnerOS maintains administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Security Standards at https://www.partneros.ai/security. Upon request, PartnerOS will provide Customer with our most recent security certifications and audit reports, which constitute PartnerOS Confidential Information.

2.6 Data Portability & Deletion

Customer may export Customer Data at any time through the Platform's export functionality. Upon termination or expiration of this Agreement, Customer has 30 days to export Customer Data. After this period, PartnerOS will delete Customer Data from our systems within 90 days, unless retention is required by law.

3. FEES & PAYMENT

3.1 Subscription Fees

Customer will pay the fees specified in the Order Form ("Fees"). Unless otherwise stated:

• Fees are quoted in USD and due in advance

• Fees are non-refundable except as expressly provided in this Agreement

• Subscription quantities cannot be reduced during a Service Term

3.2 AI Actions

Customer's subscription includes a set number of AI Actions as specified in the Order Form.

(a) Business Subscriptions — AI Actions are included up to the allocation specified in the Order Form. Usage beyond the included allocation may require an upgrade or purchase of additional AI Actions.

(b) Enterprise Subscriptions — AI Actions are included up to the allocation specified in the Order Form, unless the Order Form designates unlimited AI Actions. Custom usage terms, volume commitments, or overage pricing, if applicable, will be specified in the Order Form.

PartnerOS provides usage reporting within the Platform so Customer can monitor AI Actions consumption against their allocation.

3.3 Taxes

Fees exclude taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes based on PartnerOS's income.

3.4 Late Payment

Unpaid fees accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). If payment is more than 15 days overdue, PartnerOS may suspend access to the Services upon 3 business days' written notice.

4. TERM, RENEWAL & TERMINATION

4.1 Agreement Term

This Agreement begins on the Effective Date and continues until all Order Forms have expired or been terminated.

4.2 Subscription Term

Each Order Form has a subscription period ("Service Term") as specified therein. If no term is stated, the Service Term is one year.

4.3 Renewal

Unless either party provides written notice of non-renewal at least 30 days before the end of a Service Term, subscriptions automatically renew for successive periods equal to the prior Service Term.

4.4 Termination for Cause

Either party may terminate this Agreement if the other party:

• Materially breaches and fails to cure within 30 days of written notice

• Becomes subject to bankruptcy, insolvency, or similar proceedings not dismissed within 60 days

• Ceases operations without a successor

4.5 Effect of Termination

Upon termination or expiration:

• Customer's access to the Services ends immediately

• Each party returns or destroys the other's Confidential Information upon request

• Customer remains obligated to pay any outstanding Fees

4.6 Refunds Upon Termination for Cause

If Customer terminates due to PartnerOS's uncured material breach, PartnerOS will refund prepaid Fees for the unused portion of the Service Term. If PartnerOS terminates due to Customer's uncured material breach, Customer remains liable for all Fees through the end of the Service Term.

4.7 Survival

Sections 2 (Customer Data), 3 (Fees), 4.5-4.7, 5, 6, 7, 8, 9, and 10 survive termination or expiration.

5. OWNERSHIP & INTELLECTUAL PROPERTY

5.1 PartnerOS Technology

PartnerOS and its licensors own all right, title, and interest in the Services, Documentation, and all underlying technology, algorithms, models, interfaces, and intellectual property ("PartnerOS Technology"). Except for the limited access rights granted in this Agreement, Customer acquires no rights to PartnerOS Technology.

5.2 Customer Data Ownership

As stated in Section 2.1, Customer retains all ownership rights in Customer Data.

5.3 Feedback

If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), PartnerOS may use that Feedback without restriction or obligation. Feedback does not include Customer Data or Customer Confidential Information.

5.4 Usage Analytics

PartnerOS may collect aggregated, anonymized data about Platform usage patterns ("Usage Analytics"). Usage Analytics do not identify Customer or any individual and are not Customer Data. PartnerOS may use Usage Analytics for product improvement, benchmarking, and other business purposes.

6. ACCEPTABLE USE

6.1 General Requirements

Customer will use the Services in compliance with applicable law, this Agreement, and our Acceptable Use Policy at https://www.partneros.ai/aup.

6.2 Prohibited Uses

Customer will not, and will not permit others to:

(a) Reverse engineer, decompile, or attempt to derive source code, algorithms, or model weights from the Services

(b) Use automated methods to systematically extract AI Actions outputs for the purpose of training competing AI models

(c) Access the Services to build a substantially similar product or competitive offering

(d) Interfere with or disrupt the Services or circumvent security measures

(e) Use the Services to transmit malware, spam, or illegal content

(f) Resell, sublicense, or share access credentials with unauthorized parties

(g) Use AI Actions to generate content that misleads recipients about its AI-generated nature in contexts where such disclosure is legally required or ethically important

For clarity: These restrictions do not prohibit Customer from using the Services for ordinary business operations, even if Customer operates in the partnerships software, CRM, or adjacent industries.

6.3 Suspension

PartnerOS may suspend Customer's access if we reasonably believe Customer is violating this Section 6. We will provide notice and work with Customer to resolve the issue, except where immediate suspension is necessary to prevent harm.

7. CONFIDENTIALITY

7.1 Definition

"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked confidential or would reasonably be understood as confidential. PartnerOS Confidential Information includes the Services, pricing, security reports, and technical documentation. Customer Confidential Information includes Customer Data.

7.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) Recipient already possessed without confidentiality obligations; (c) Recipient independently developed; or (d) Recipient received from a third party without restriction.

7.3 Obligations

Recipient will: (a) protect Confidential Information using reasonable care; (b) use Confidential Information only to exercise rights or fulfill obligations under this Agreement; and (c) disclose Confidential Information only to employees, contractors, and advisors who need access and are bound by confidentiality obligations.

7.4 Required Disclosure

Recipient may disclose Confidential Information if required by law, provided Recipient gives Discloser reasonable notice (where permitted) and cooperates with efforts to obtain protective treatment.

8. WARRANTIES & DISCLAIMERS

8.1 PartnerOS Warranties

PartnerOS warrants that during the Service Term:

• The Services will perform materially as described in the Documentation

• PartnerOS will provide the Services in a professional manner consistent with industry standards

• PartnerOS has the authority to grant the rights in this Agreement

8.2 Customer Warranties

Customer warrants that:

• Customer has authority to enter this Agreement

• Customer's use of the Services will comply with applicable law

• Customer has all necessary rights to provide Customer Data to PartnerOS

• Customer Data does not infringe third-party rights

8.3 Warranty Remedy

For breach of the warranties in Section 8.1, PartnerOS will, at its option: (a) correct the non-conformity; or (b) if correction is not commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the unused portion. This is Customer's exclusive remedy for warranty claims.

8.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, THE SERVICES ARE PROVIDED "AS IS." PARTNEROS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

AI ACTIONS OUTPUTS ARE GENERATED PROBABILISTICALLY AND MAY CONTAIN ERRORS OR INACCURACIES. PARTNEROS DOES NOT WARRANT THAT AI ACTIONS OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VALIDATING AI ACTIONS OUTPUTS BEFORE USE.

9. INDEMNIFICATION

9.1 PartnerOS Indemnification

PartnerOS will defend Customer against third-party claims alleging that the Services infringe a third party's patent, copyright, or trademark, and will indemnify Customer for damages finally awarded or settlements approved by PartnerOS.

Exclusions: PartnerOS has no obligation for claims arising from: (a) Customer's modification of the Services; (b) combination of the Services with non-PartnerOS technology; (c) Customer Data; (d) Customer's breach of this Agreement; or (e) continued use after PartnerOS provides a non-infringing alternative.

Remedies: If the Services are or may become subject to an infringement claim, PartnerOS may: (a) obtain the right for Customer to continue using the Services; (b) modify the Services to be non-infringing; or (c) if neither is commercially feasible, terminate the affected Order Form and refund prepaid Fees for the unused portion.

9.2 Customer Indemnification

Customer will defend PartnerOS against third-party claims arising from: (a) Customer Data; or (b) Customer's use of the Services in violation of Section 6, and will indemnify PartnerOS for resulting damages and costs.

9.3 Indemnification Process

The indemnified party must: (a) promptly notify the indemnifying party; (b) give the indemnifying party control of the defense and settlement; and (c) provide reasonable cooperation. The indemnifying party may not settle in a way that admits liability or imposes obligations on the indemnified party without consent.

10. LIMITATION OF LIABILITY

10.1 Consequential Damages Waiver

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

10.2 Liability Cap

EXCEPT FOR OBLIGATIONS UNDER SECTION 9 (INDEMNIFICATION), EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS PRECEDING THE CLAIM.

10.3 Exceptions

These limitations do not apply to: (a) breach of Section 7 (Confidentiality); (b) Customer's payment obligations; (c) either party's gross negligence or willful misconduct; or (d) liability that cannot be limited by law.

11. PUBLICITY & REFERENCES

11.1 Logo Usage Rights

By entering into this Agreement, Customer grants PartnerOS the right to identify Customer as a PartnerOS customer and to use Customer's name, logo, and trademarks ("Customer Marks") on the PartnerOS website, in marketing materials, in case studies, in newsletters, and in social media announcements.

This grant is effective upon execution of an Order Form and does not require separate approval.

11.2 Opt-Out

Customer may opt out of logo usage at any time by emailing marketing@partneros.ai. Upon receiving an opt-out request, PartnerOS will remove Customer Marks from marketing materials within 30 days, excluding materials already in production or distribution.

11.3 Brand Guidelines

PartnerOS will use Customer Marks in accordance with any brand guidelines Customer provides.

11.4 Case Studies & References

PartnerOS may request Customer's participation in case studies, testimonials, or reference calls. Such participation is voluntary and requires Customer's separate written approval.

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement, including all Order Forms and documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

12.2 Amendments

PartnerOS may update this Agreement by posting a revised version at https://www.partneros.ai/terms-and-conditions. Material changes will be communicated via email or in-Platform notice at least 30 days before taking effect. Continued use after the effective date constitutes acceptance. If Customer objects to material changes, Customer may terminate affected Order Forms and receive a pro-rata refund of prepaid Fees.

12.3 Assignment

Neither party may assign this Agreement without the other's written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all its assets. Any prohibited assignment is void.

12.4 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

12.5 Dispute Resolution

Any dispute arising under this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will be conducted by a single arbitrator in a mutually agreed location or via videoconference. Each party bears its own costs, and the parties split arbitration fees equally. Either party may seek injunctive relief in any court of competent jurisdiction.

12.6 Notice

Notices must be in writing and sent to the addresses in the Order Form (or updated addresses provided in writing). Email is sufficient for routine notices. Notices are effective upon receipt.

12.7 Severability

If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

12.8 Waiver

Failure to enforce any provision is not a waiver of future enforcement.

12.9 Force Majeure

Neither party is liable for delays or failures due to causes beyond reasonable control, including natural disasters, war, terrorism, pandemics, or government actions. This does not excuse Customer's payment obligations.

12.10 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, or employment relationship.

12.11 Export Compliance

Each party will comply with applicable export control and sanctions laws. Customer will not permit access to the Services from embargoed countries or by prohibited persons.

12.12 No Third-Party Beneficiaries

This Agreement does not create rights for any third party.

Contact Information:

PartnerOS, Inc. A Delaware Corporation

Legal: legal@partneros.ai

Support: support@partneros.ai W

Website: https://www.partneros.ai