ALERT Reseller Agreement

1. Definitions

2. Appointment as Reseller

Appointment

Subject to an entity's registration as a reseller at https://guardianmesh.com/partners and written approval from ALERT to be a reseller of ALERT Products, such entity (the "Reseller") is appointed as a non-exclusive reseller of subscriptions to ALERT's Software, SaaS Solutions, Credential Services (including without limitation, Guardian Mesh) and of Managed Services (each of the foregoing, a "Service" and collectively the "Services") to End Users during the Effective Term (defined in Section 12), solely for End User's internal business operations, for up to the authorized number of Identities listed on a mutually executed Purchase Order. Reseller acknowledges that this Agreement is non-exclusive, and nothing herein precludes ALERT from appointing other persons to market and resell the Services. ALERT retains the right, in its sole discretion, to reject any Purchase Order presented to ALERT by Reseller.

Marketing and Business Plan

Each party shall bear its own costs and expenses for marketing and sales activities under this Agreement. Reseller shall each appoint one or more liaisons ("Liaisons"), which shall be responsible for development of a plan for implementing the activities described herein and shall coordinate communication between the Reseller and ALERT.

Conduct of Business

Reseller shall conduct its business so as to maintain and increase the goodwill and reputation of ALERT and to reflect favorably on the parties and the Services. Reseller shall not engage in any unfair or deceptive business practices with respect to the Services.

Compliance with Laws

Reseller shall comply with all applicable laws, and governmental requirements during the term of this Agreement in connection with the advertising, promotion, marketing, resale, use and distribution of the Services, including the following but not limited to those governing: (i) data privacy; (ii) export controls and economic sanctions such as but not limited to the U.S. Export Administration Act and Regulations; and (iii) consumer protection and advertising standards. Reseller shall promptly notify ALERT, as required by applicable law, upon becoming aware of any material violation of applicable law, regulatory inquiry, or security incident relating to the Services.

Training

ALERT may provide Reseller with limited training related to the Services, at no additional charge, at a time and place to be mutually agreed to by the parties. Further training may be provided by ALERT at an additional charge to be agreed to in writing by the parties in advance.

End User Agreements

Reseller acknowledges that each End User purchasing Services must accept the most current version of the applicable End User Agreement as a condition to accessing and using the Service. Reseller shall require End Users to enter into the most current version of the End User Agreement and, where the Service is made available to the End User by ALERT electronically, Reseller will do nothing to interfere with any End Users' execution of the End User Agreement(s).

Third Party Software

Customer's use of the Services with any third-party software or hardware shall be at Customer's risk and shall be governed by the terms and conditions of the agreement under which Customer purchased such software licenses or hardware from the third party. ALERT is not responsible for and will not provide maintenance and support for any third-party products or services.

3. Limits of Authority and Restrictions

Limits of Authority

Reseller shall not, without prior written approval from an authorized representative of ALERT, take any of the following actions: (a) modify, alter, or change any ALERT furnished product or service descriptions and promotional copy, product specifications, sample product content or deliverables, sales literature or other documentation related to any ALERT Services or (b) make any representations or warranties on behalf of ALERT other than the representations and warranties expressly provided by ALERT in the applicable End User Agreement.

Restrictions

Except as expressly permitted under this Agreement, Reseller may not: (i) copy, reproduce, modify or republish the Services; (ii) use the Services for any credit-verification or credit reporting purposes, or in connection with any hiring or other employment action or to screen individuals or otherwise discriminate based on race, color, national origin, religion, age, gender, sexual orientation, or disability or any other unlawful or improper basis; (iii) make the Services available to any person other than an End User; (iv) upload, transmit or distribute any data or files that contain viruses, malicious code, corrupted files or any similar software or programs to or through the Services; (v) distribute, disseminate, reverse engineer, decompile, translate, dissemble or otherwise attempt to derive the source code of the Services or mobile app provided under this Agreement or allow others to do so; (vi) use the Services to provide software application services, time-sharing or service bureau services to third parties; (vii) disclose any ALERT trade secret or Confidential Information including non-public Service features with any third party; (viii) remove, modify or obscure any copyright, trademark or proprietary notices contained in the Services or contained in the Documentation; (ix) breach, disable, tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Services; (x) access the Services via any bot, web crawler or non-human user, or to perform any data scraping, data mining, caching, or similar function; or (xi) access or use (or permit a third party to access or use) the Services for any unlawful purpose, or for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes.

No right or license, express or implied, is granted hereunder for the use of any of ALERT, ALERT affiliates or Reseller trade names, service marks or trademarks (collectively "Marks"), including without limitation, the distribution of Services utilizing any ALERT or any ALERT affiliate's Marks. Reseller shall not register or attempt to register any Mark or any term confusingly similar thereto as a trademark, trade name, or domain name. All rights not expressly granted under this Agreement are reserved by ALERT. There are no implied rights granted herein.

Partner Portal

Resellers are required to read and comply with the terms of sale provided in the Partner Portal. Reseller agrees that it will only purchase and resell Services subject to the descriptions and limitations provided in the Partner Portal.

4. Payments; Fees; Expenses; Taxes

Initial Term and Fees

Fees to be paid by Reseller to ALERT for Services ("Fees") will be as agreed to by the parties and set forth in a Purchase Order placed through the Partner Portal. Reseller agrees to pay the corresponding Fees for Services annually, in advance, pursuant to the terms of this Agreement and as set forth in a Purchase Order.

Unless otherwise provided in a Purchase Order, the term for the Software subscription and/or SaaS Solution is one (1) year from first date of delivery of the applicable Service plus, if applicable, the number of days remaining following the one (1) year date to the end of the then current calendar quarter (collectively, the "Initial Service Term"). Managed Services will begin with commencement of the Initial Service Term for a subscription to the Software and/or SaaS Solution and will renew automatically with each renewal of the subscription. Subsequent renewal annual service term(s) will automatically renew and commence at the expiration of the prior service term and continue for one (1) year terms thereafter, unless terminated pursuant to the terms of this Agreement. With the exception of the Initial Services Term, either party may terminate any subsequent services term(s) upon sixty (60) days prior written notice to the other party.

The relevant term and pricing for Guardian Mesh shall be as set forth in the applicable Purchase Order. Guardian Mesh subscriptions shall automatically renew for successive one (1) year terms upon expiration of the then-current term, unless terminated pursuant to the terms of this Agreement. With the exception of the initial Guardian Mesh term, either party may terminate any subsequent Guardian Mesh term upon sixty (60) days prior written notice to the other party. Guardian Mesh Support services applicable to Guardian Mesh are set forth in Schedule 1 of this Agreement, which is incorporated herein by reference.

The Fee for Services will be invoiced automatically through the Partner Portal following confirmation of the applicable Purchase Order. ALERT will automatically invoice renewal Service term(s) at least thirty (30) days before the expiration of the prior Service term, unless terminated pursuant to this Agreement. All Fees and expenses are due and payable by Reseller within thirty (30) days from the date of ALERT's invoice. ALERT reserves the right to terminate all Services in the event Reseller fails to pay ALERT as agreed under the terms of this Agreement. All payment of Fees and expenses shall be in United States currency. Undisputed overdue payments shall bear interest at a rate of 1½% per month, or the maximum rate allowed by applicable law. All amounts payable under this Agreement are exclusive of all sales, use, and other taxes. Reseller is responsible for all taxes assessed in connection with this Agreement, including sales, use, excise, value-added or governmental charges imposed on the use of the Services. ALERT shall be responsible for its own income taxes.

Modification to Fees for Services

ALERT shall in its sole discretion, establish the list prices for the Services which may be updated from time to time. ALERT retains the right, in its sole discretion, upon no less than thirty (30) days' written notice to Reseller, to (i) upgrade, modify or discontinue any of its Services, (ii) increase the list price of its Services (each of the aforementioned, a "Service Change"). Upon receipt of notice of any Service Change, Reseller shall cease marketing and selling the Service(s) that have been replaced or discontinued (each an "Unavailable Service"). Notwithstanding the foregoing, Reseller may distribute Unavailable Services and ALERT shall honor all Service quotations for Unavailable Services issued prior to Reseller's receipt of notice of the Service Change provided a final Purchase Order is entered into within ninety (90) days of ALERT providing notice to Reseller of the Service Change.

5. Delivery

ALERT will provide access to its Services by electronic means to the End User following receipt of payment of Fees pursuant to a valid and fully executed Purchase Order from Reseller. Access to the Services will be subject to acceptance of the applicable End User Agreement by End User as described in Section 2 above. Reseller acknowledges that ALERT has the right to verify an End User's entitlement to receipt of Services, and that End Users are entitled to receive services only for Services for which ALERT has been paid the applicable Fees.

6. Professional Services

End User's purchase of a subscription to the Software and SaaS Solutions shall not be dependent upon ALERT's provision of any professional services. In the event ALERT performs professional services, the professional service fees, time of performance, deliverables, training and any other special terms and conditions shall be described on a separate statement of work and subject to the terms of ALERT's then current Professional Services Program terms. Unless otherwise specified in a statement of work, the professional services shall be performed on a time and materials basis and invoiced monthly or upon completion of the professional services if completed prior to such monthly invoicing. Professional services may depend on the completion of certain tasks or schedules within Reseller's or End User's exclusive control and, therefore, ALERT's inability to perform, which is based on Reseller's or End User's failure to complete said tasks or meet time schedules, shall not be deemed a breach of this Agreement by ALERT.

7. Disclaimers

Reseller acknowledges and agrees that ALERT and its third party suppliers and licensors expressly disclaim all warranties, whether express, implied or statutory as to any aspects of the Software and Services including the warranties of merchantability, fitness for a particular purpose and non-infringement, except to the extent that any warranties implied by law cannot be validly disclaimed.

ALERT does not guarantee that the Software or Services will perform error-free or uninterrupted. Reseller acknowledges that ALERT does not control the transfer of data over communication facilities including the internet, and that the Software and Services may be subject to limitations and delays and other problems inherent in the use of such communications and facilities. ALERT does not warrant or guarantee the accuracy of any data or results generated by the Services and shall not be liable for any inaccuracy, omission or other defect in the results generated from the use of the Services.

8. Limitation of Liability

The parties agree that in no event shall ALERT, its suppliers or licensors have any liability to Reseller or the End User for any indirect, incidental, punitive, special or consequential damages including without limitation, lost profits, loss of data, loss of functionality, interruption of business, or costs of procurement of substitute goods or services, whether under theory of contract, tort (including negligence), strict liability or otherwise arising from or associated in any way with the Services, even if ALERT is advised of the possibility of such damages. The parties agree to the allocation of liability risk, which is set forth in this section. Some jurisdictions do not allow the limitation of liability for certain damages, and as a consequence some of the above limitation may not apply to Customer. In no event will ALERT's, its supplier's or licensor's liability for any claim, whether in contract, tort or any other theory of liability, exceed the aggregate of the amounts paid by the Customer to ALERT for access and use of the Software and Software Solution in the twelve-month period immediately preceding the incident giving rise to the claim.

9. Indemnification

By ALERT

ALERT will defend Reseller for all costs and damages finally awarded, including reasonable attorney's fees and expenses, arising from a claim by a third party that the ALERT Technology furnished by ALERT and used within the scope of this Agreement infringes a copyright or patent, provided that: (i) Reseller notifies ALERT promptly in writing of the claim; (ii) ALERT has sole control of the defense and all related settlement negotiations; and (iii) Reseller provides ALERT with assistance, information and authority necessary to perform the above. ALERT shall have no liability for any claim of infringement based on alterations or modifications of the ALERT Technology, unless authorized and under the direction of ALERT, or the combination, operation, or use of any ALERT Technology furnished under this Agreement with programs or data or hardware not furnished or authorized in writing by ALERT, if such infringement would have been avoided by the use of the ALERT Technology without such programs or data or hardware. In the event the ALERT Technology is held to infringe or End User's use of the ALERT Technology is enjoined, ALERT shall have at its option and expense the right to (a) modify the ALERT Technology to be noninfringing; (b) substitute the ALERT Technology with other substantially similar services reasonably suitable to End User; or (c) if none of the foregoing remedies are commercially feasible, terminate the End User Agreement for the infringing ALERT Technology and refund the pro rata portion of the Fees actually paid by Reseller for the ALERT Technology over a three (3) year term from the Effective Date. The above states Reseller's sole and exclusive remedy and ALERT's sole and exclusive obligation with respect to the infringement of intellectual property rights.

By Reseller

Reseller will defend, indemnify and hold harmless ALERT for all costs and damages including reasonable attorney's fees and expenses, arising from any third party claim related to: (i) Reseller's negligence or willful misconduct in performing this Agreement; (ii) Reseller's breach of this Agreement; and/or (iii) claims, warranties or representations made by Reseller or Reseller's employees or agents regarding the Software, SaaS Solution, the Managed Services, the Credential Services or other services provided that: (a) ALERT notifies Reseller promptly in writing of the claim; (b) Reseller has sole control of the defense and all related settlement negotiations; and (c) ALERT provides Reseller with assistance, information and authority necessary to perform the above.

10. Title; Ownership; Equitable Relief

Title

ALERT, or its suppliers or licensors, retains title to all portions of the Services and any full or partial copies thereof. No services performed by ALERT shall change the ownership rights in Services. Reseller agrees to obtain for ALERT the right to use, for the purpose of performing the Services, such third party information, materials and technology, as ALERT reasonably requires in order to perform Services.

Equitable Relief

Each party acknowledges that any breach of its obligations with respect to the proprietary rights of the other party may cause such other party irreparable injury, for which there may be inadequate remedy at law and, therefore, such other party will be entitled to seek equitable relief in addition to all other rights and remedies available to it.

11. Confidentiality

Confidential Information means any non-public information, data or know-how that has been disclosed by a party to this Agreement to the other party in writing, orally or by access to the disclosing party's premises and either identified by the disclosing party as confidential or proprietary or which should reasonably be expected under the circumstances to be confidential or proprietary. The Services and the methodology and workflow related to the use of the Services are Confidential Information of ALERT. All Purchase Orders entered into by the parties, prices and discounts provided therein, and terms of this Agreement are Confidential Information of the parties. With respect to Confidential Information, the receiving party shall (i) use it solely for the purposes specifically provided in this Agreement; and (ii) not disclose it to a third party, other than its employees on a need to know basis or consultants, affiliates, agents or subcontractors (third parties) under nondisclosure agreements at least as strict as this Agreement (provided that such third parties are not competitors of the disclosing party), for a period of five (5) years from the date of disclosure or in perpetuity if the Confidential Information constitutes a trade secret under applicable law. The receiving party is liable for any misuse of Confidential Information by third parties. The foregoing obligations do not apply to information that (a) was rightfully in the possession of, or was known by, the receiving party prior to its receipt from the disclosing party, free of any obligation of confidence; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the receiving party from a third party, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without use of the Confidential Information as evidenced by records created contemporaneously with such independent development. This section will not affect any other nondisclosure agreement between the parties. In the event the receiving party is required to disclose Confidential Information pursuant to a judicial or governmental order, or valid subpoena, such party will promptly notify the other party to allow intervention in response to such order.

12. Term; Termination

This Agreement shall remain in effect (the "Effective Term") unless terminated by either party as follows:

Convenience

Each party may terminate this Agreement for any reason, or no reason at all, upon ninety (90) days prior written notice to the other party. Services may only be terminated pursuant to Section 4 and Section 12.

Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days written notice specifying the breach in detail. ALERT may terminate Services (in whole or in part) in the event Reseller fails to pay Fees and fails to cure within fifteen (15) days from date of written notice, or Reseller becomes a direct competitor of ALERT.

Survival

Sections that by their nature survive expiration or termination shall survive any expiration or termination of this Agreement.

Effect

Termination of this Agreement for any reason does not relieve Reseller of its obligation to pay Fees accrued prior to the effective date of termination.

Upon termination, Reseller shall have no right to order or receive any additional copies of Services or enter into any Purchase Orders with End Users and all of Reseller's rights granted hereunder shall immediately cease. Within thirty (30) days following termination of this Agreement, Reseller shall return or destroy, per instruction from ALERT, all copies in Reseller's possession of any Software keys, promotional materials, marketing literature, written information and reports pertaining to the Services. If ALERT requests that the materials be destroyed, Reseller shall certify in writing said destruction has been completed.

13. Assignment

Reseller may not assign its rights or obligations under this Agreement without the prior written consent of ALERT. ALERT may freely assign its rights and obligations under this Agreement. Any attempted assignment in derogation of this section will be null and void.

14. Governing Law

This Agreement shall be governed and construed by the laws of the State of California, excluding its conflict of law rules.

15. Attorneys' Fees

In the event legal action is required to enforce or interpret any terms and conditions of this Agreement, the prevailing party in such legal action shall recover all reasonable costs and expenses, including attorneys' fees, incurred in connection with such action.

16. Entire Agreement

This Agreement, together with the terms provided in the Partner Portal, constitutes the entire agreement between the parties with respect to the subject matter hereof. No other ordering documentation, email or any handwritten or typewritten text which purports to modify or supplement this Agreement shall add to or vary the terms and conditions of this Agreement unless mutually agreed to in writing and signed by both parties. This Agreement replaces and supersedes any prior verbal understanding, written communications or representations made by the parties regarding the subject matter contained in this Agreement. In the event of any inconsistent or incompatible provisions between this Agreement and a Purchase Order this signed Agreement shall take precedence, unless expressly stated otherwise in the Purchase Order.

17. General

Notices shall be in writing, sent to the addresses listed on the Facing Page and sent by overnight mail, courier, first-class mail or facsimile (followed by confirmation copy by mail or e-mail), and are deemed received upon delivery. The parties shall not be liable for any failure to perform due to causes beyond its reasonable control. The failure to enforce any right will not be deemed a waiver of such or any other right, including the right to enforce a subsequent breach of the same obligation. In the event that any part of this Agreement is found to be unenforceable, the remainder shall continue in effect and such part shall be changed and interpreted so as to best accomplish the objectives of such part to the extent permissible by law and consistent with the intent of the parties as of the Effective Date. The parties are independent contractors and this Agreement will not be construed as a teaming agreement or joint venture. This Agreement may be executed in counterparts, each of which will be considered an original, but all counterparts together will constitute one agreement. A facsimile of a signed copy of this Agreement received from Reseller may be relied upon as an original. The parties executing this Agreement represent and warrant they have the authority to enter into this Agreement on behalf of their respective party.

18. Arbitration

Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be San Francisco, CA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Guardian Mesh Service Level Agreement

During the subscription term, ALERT will use commercially reasonable efforts to ensure that Guardian Mesh (i) will be Available to Customer 99.50% of the time in any given calendar month except for Excluded Downtime (the "Service Level Objective"), and (ii) Reseller will receive Tier 2 Technical Support for issues escalated from Reseller's Tier 1 Technical Support that require advanced technical knowledge of Guardian Mesh's configuration, integration, or functional behavior. Response and resolution efforts under Tier 2 Technical Support are subject to the timeframes and exclusions set forth in the Support Level Commitments below.

Notification by Reseller of Service Issues

In the event that Guardian Mesh is not Available for any reason other than Excluded Downtime (defined below) after Reseller's provision of Tier 1 Technical Support, Reseller should promptly notify ALERT via the Support Portal https://alntrepo.atlassian.net/servicedesk/customer/portal or by sending an email to hscsupport@alertenterprise.com or by calling ALERT's support team at 855-252-7887 (a "Case"). ALERT will respond to Cases pursuant to the following schedule:

Priority	Description	Environment	Communication	Resolution
P1 — Critical / Production Down	Shared Guardian Mesh Cloud instance inaccessible, credential service completely unavailable, account policy engine down.	Production	Response from agent within 1 hour, detailed updates with approximate ETA for resolution or next steps provided every 2 hours.	Issue a Fix and provide Reseller with regular periodic reports on the status of the Fix.
P2 — High	Credential issuance failures, device unable to receive credentials, account policy configuration errors affecting access.	Production	Response from agent within 4 hours, detailed updates provided every week.	Issue a Fix and provide Reseller with regular periodic reports on the status of the Fix.
P3 — Medium	Intermittent read failures for specific users, provisioning delays affecting a subset of accounts.	Production	Response from agent within 48 business hours, detailed updates provided every month.	Issue a Fix and correct in a future New Release.
P4 — Low	Minor cosmetic display issues in the management portal, non-impacting configuration queries.	Production	Response from agent within 48 business hours, detailed updates provided every month.	Correct in a future New Release.

2. Calculation of Downtime

The duration of the Downtime is determined by the date and time the Case was received by ALERT from the Reseller including the detailed analysis evaluated by the Reseller. Following the reporting of the Case, it is imperative that the Reseller cooperate with ALERT to provide all requested information and access to personnel to minimize any impact of Downtime. Reseller must provide a satisfactory response to any Case queries made by ALERT, including but not limited to providing necessary documentation within a reasonable period of time, which in the event of a P1-Critical Case can be no more than 60 minutes, of receiving such query to ensure that ALERT can fully diagnose any Downtime in question.

Definitions

"Available" means the overall shared cloud instance utilized by Guardian Mesh, which includes the segmented portion for the Customer, is accessible. "Available" does not encompass features outside the scope of Services.

"Downtime" means the total minutes in a calendar month during which the production version of Guardian Mesh is not Available, excluding Excluded Downtime. Intermittent downtime for a period of less than five minutes will not be counted toward Downtime.

"Monthly Uptime Percentage" is calculated as: (Total minutes in a calendar month − Excluded Downtime − Downtime) ÷ (Total minutes in the calendar month − Excluded Downtime) × 100.

"Tier 1 Technical Support" means first-line technical assistance for Guardian Mesh provided by the Reseller to Customer, including initial issue intake, basic troubleshooting, password resets, user access issues, and resolution of commonly known issues. Tier 1 Support is responsible for logging, categorizing, and prioritizing support requests and for escalating to Tier 2 Support issues that cannot be resolved through standard first-line assistance.

"Tier 2 Support" means advanced technical assistance for Guardian Mesh provided by ALERT to the Reseller upon escalation from Reseller's Tier 1 Support, including investigation of application behavior, integration and API-related issues, tenant-level configuration remediation, analysis of functional defects against documented product specifications, and any issue requiring source code modification or infrastructure-level intervention.

3. Excluded Downtime

Notwithstanding anything herein to the contrary, minutes in which the Services are not Available due to any act or omission not in ALERT's control including without limitation, any of the following reasons, shall not be considered for the purposes of determining the Monthly Uptime Percentage ("Excluded Downtime"):

• The actions or omissions of Customer or Reseller including Customer's lack of availability to respond to Reseller or queries that require parties' participation for resolution.
• Circumstances beyond ALERT's control, including but not limited to acts of war, acts of God, pandemics or wide-spread disease, earthquake, flood, embargo, riot, sabotage, power outages, labor shortage or dispute or governmental act.
• Errors caused by failure of the internet or cloud hosting providers.
• Errors caused by third party vendors or products not provided by ALERT including but not limited to Apple, Google, or Samsung.
• Software vulnerabilities that are unavoidable such as zero-day vulnerabilities.
• Failure of Customer hardware, software or other equipment including, without limitation, Customer side network/firewalls/APIs etc.
• Scheduled maintenance, updates and upgrades of Guardian Mesh.
• Acts of ALERT when done at the request of Reseller.
• Guardian Mesh has been used outside the scope of the rights granted to Customer.

4. Maintenance and Upgrades

Regular maintenance of Guardian Mesh ("Maintenance") will be performed by ALERT as necessary from time to time. In addition, ALERT may perform Maintenance and provide updates and upgrades to Guardian Mesh from time to time.

5. Limitations

ALERT does not guarantee uninterrupted availability of the Services. Failure to meet the Service Level Objective does not entitle Reseller to any refund, credit, or other compensation.