Inscendo — Partner Program Agreement

Effective Date: August 8, 2026 Version: 1.0 Provider: Inscendo Automation Inc., a Texas corporation ("Inscendo," "we," "us")

This Partner Program Agreement ("Partner Agreement") governs participation in the Inscendo Partner Program: referring prospective customers to the Service through a referral link, configuring the marketplace capsules a referred customer's workspace is provisioned with, setting a per-capsule markup, and receiving referral commission and markup payouts. It supplements and is incorporated into the Inscendo Master Subscription Agreement ("MSA"). In the event of conflict between this Partner Agreement and the MSA, this Partner Agreement controls with respect to participation in the Partner Program.

By creating a referral link, connecting a payout account, or continuing to hold an active referral link, you ("Partner") accept this Partner Agreement. Capitalized terms not defined here have the meanings given in the MSA, the Acceptable Use Policy ("AUP"), and the AI Code of Conduct. Publishing capsules to the marketplace is governed separately by the Marketplace Publisher Agreement (served at /legal/publisher-agreement); confidentiality in connection with the Partner Program is governed by the Mutual NDA (served at /legal/mutual-nda).

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1. What the Partner Program is

1.1 The program. The Partner Program lets Partner (a) generate one or more short referral links; (b) select which published marketplace capsules a customer registering through that link has provisioned into their workspace; (c) set a monthly markup on those capsules; and (d) earn a referral commission on referred customers' Inscendo Premium subscriptions.

1.2 Referred Customer. A "Referred Customer" is a person or organization that registers a new Inscendo tenant through Partner's referral link and is attributed to that link by Inscendo's attribution records. A Referred Customer is Inscendo's customer, not Partner's customer, with respect to the Service. The Referred Customer contracts directly with Inscendo under the MSA.

1.3 What Partner is not given. Participation does not give Partner access to a Referred Customer's tenant, data, credentials, or Inscendo IQ conversations. Partner receives only the notifications described in § 5.4.

2. Eligibility

2.1 Partner must hold an active Inscendo tenant in good standing and must act through an account administrator of that tenant.

2.2 Partner must be a business or individual located in the United States, must be eligible to receive payments under Stripe's terms, and must not be subject to U.S. sanctions or export restrictions.

2.3 Inscendo may decline, suspend, or revoke Partner Program participation in its discretion under § 12.

3. Relationship of the parties

3.1 Independent businesses. Partner and Inscendo are independent businesses dealing at arm's length. Nothing in this Partner Agreement, in the Partner Program, in any Inscendo marketing or program description, or in any course of dealing between the parties creates or shall be construed to create a partnership, general partnership, limited partnership, limited liability partnership, joint venture, agency, employment, franchise, fiduciary, or single-business-enterprise relationship between Partner and Inscendo. The parties expressly disclaim any such characterization.

3.2 The word "partner" is a descriptive commercial label only. Inscendo uses "partner," "Partner Program," and "referral partner" solely as commercial descriptions of a distribution and referral relationship, consistent with ordinary industry usage. Those terms do not denote, and shall not be construed to denote, a partnership at law, a partner within the meaning of the Texas Business Organizations Code or the Uniform Partnership Act as adopted in any jurisdiction, or any relationship of co-ownership. No profit-sharing, capital account, partnership interest, or right of participation in the profits of Inscendo as a co-owner is created, offered, or implied.

3.3 No ownership, equity, or interest of any kind. Participation in the Partner Program grants Partner no right, title, or interest of any kind in or to: (a) Inscendo Automation Inc., its equity, capital, profits, or surplus; (b) Inscendo LP or any other Inscendo-affiliated entity, or the equity, capital, profits, or surplus of any of them; (c) the Service, Inscendo IQ, the platform, or any of their source code, models, data, or infrastructure; (d) any Inscendo trademark, trade name, logo, domain, or other intellectual property, except the limited and revocable naming permission in § 4; or (e) any Referred Customer relationship as an asset of Partner, including any residual, renewal, or successor right beyond the commission expressly provided in § 6.

3.4 No authority to bind. Partner has no authority, express, implied, or apparent, to act for Inscendo, to bind Inscendo to any obligation, to accept service of process for Inscendo, to make any representation or warranty on Inscendo's behalf, to negotiate or vary the MSA or any Inscendo pricing, to grant any refund, credit, discount, service level, or remedy, or to hold itself out as able to do any of those things. Partner shall not sign any document, respond to any regulatory or legal inquiry, or make any commitment in Inscendo's name. Any commitment Partner makes to a Referred Customer beyond what Inscendo publishes is Partner's own commitment, at Partner's own cost, and § 11 applies to it.

3.5 Separate entities. Inscendo Automation Inc. and Inscendo LP are separate legal entities that observe separate formalities and are not alter egos of one another. Nothing in the Partner Program relates Partner to Inscendo LP in any way, and Partner shall not represent otherwise (§ 4.3).

3.6 No exclusivity in either direction. Partner may refer, resell, or represent competing products. Inscendo may appoint any number of other partners, sell directly into any market or account including accounts Partner has approached, and change or discontinue the Partner Program under § 14.

4. Naming, and how Partner may describe the relationship

4.1 Limited permission. Subject to this § 4, Inscendo grants Partner a non-exclusive, non-transferable, royalty-free, revocable at will permission to use the Inscendo name and the "Inscendo IQ" product name in factual, descriptive statements that Partner participates in the Inscendo Partner Program. This is a permission to make truthful statements, not a trademark license, and it confers no goodwill, which inures solely to Inscendo.

4.2 Permitted descriptions. For example, and without limitation: "referral partner of Inscendo IQ"; "Inscendo IQ referral partner"; "independent Inscendo IQ reseller"; "we refer clients to Inscendo IQ"; "we implement and support Inscendo IQ for our clients."

4.3 Prohibited descriptions. Partner shall not: (a) use the unqualified terms "Inscendo Partner," "Partner of Inscendo," or any formulation that omits the referral, distribution, or reseller qualifier; (b) use, reference, or imply any relationship with Inscendo LP, or use the title "Partner" in a manner that suggests partnership in, or ownership of, Inscendo LP or Inscendo Automation Inc.; (c) claim to be "certified," "authorized," "approved," "accredited," "endorsed," "official," or "recommended" by Inscendo, or use any similar term implying Inscendo has vetted, qualified, or vouched for Partner or Partner's services; (d) state or imply agency, authority to bind, joint venture, common ownership, or that the parties are "in business together"; (e) use Inscendo's logo, brand marks, or trade dress without prior written permission; (f) register or use any domain name, social handle, application name, or business name incorporating "Inscendo," "Inscendo IQ," or a confusingly similar term; (g) bid on, or use in advertising copy, Inscendo's marks in a manner that suggests Partner's site is Inscendo's own; or (h) state or imply that Inscendo warrants, supports, or is responsible for Partner's own services, markup, or advice.

4.4 Required disclosure. In any material in which Partner describes the relationship, Partner shall make clear that Partner is an independent business and is not acting as Inscendo's agent. Inscendo may specify reasonable wording for this disclosure.

4.5 Correction and revocation. On notice from Inscendo, Partner shall correct or remove any non-conforming use within five business days. Inscendo may revoke the § 4.1 permission at any time, and it terminates automatically on termination of this Partner Agreement.

5. Referral links and provisioned workspaces

5.1 Partner's selection, Partner's responsibility. Partner chooses which published marketplace capsules a referral link provisions. Partner is solely responsible for the suitability of that selection for each Referred Customer. Inscendo does not review, endorse, or warrant a Partner's capsule selection, and the selection is not advice from Inscendo.

5.2 Third-party capsules. A referral link may include capsules published by third parties. Those capsules are governed by the Marketplace Installer Terms and, as between the Referred Customer and the publisher, by the publisher's own terms. The publisher, not Inscendo and not Partner, is the merchant of record for a paid capsule (Publisher Agreement § 6.2). Partner makes no representation on the publisher's behalf.

5.3 Attribution. Attribution is determined by Inscendo's records at the time of registration. Attribution is not transferable, and a Referred Customer may be attributed to only one referral link.

5.4 Notifications. Inscendo notifies Partner that a link was used and provides the new company's name only. Partner receives no personal information about the registrant through the Partner Program and shall not request that Inscendo provide any.

5.5 No interference. Partner shall not misrepresent Inscendo's pricing or capabilities, shall not enroll a Referred Customer without that customer's knowledge, shall not use spam, unsolicited messaging, incentivized self-referral, cookie-stuffing, typosquatting, or paid search on Inscendo's marks, and shall not refer a tenant Partner itself controls in order to generate commission on its own subscription.

6. Referral commission

6.1 What is earned. Inscendo credits Partner a flat referral commission for each Inscendo Premium subscription payment actually received and settled from a Referred Customer, in the amount published on the Partner Program page in the Service at the time the payment settles.

6.2 The published amount governs, and may change prospectively. Inscendo may change the commission amount on notice. A change applies to payments settling after its effective date and does not alter commission already accrued.

6.3 Accrual, not entitlement. Commission accrues only on a payment Inscendo has actually received. No commission accrues on unpaid, failed, disputed, waived, comped, trial, credited, or refunded amounts, on usage or wallet spend, on marketplace capsule sales (which settle directly to the publisher), or on any amount Inscendo does not collect.

6.4 Holding period. Accrued commission becomes payable only after it has aged the holding period published on the Partner Program page (currently 60 days), which exists so refunds and chargebacks settle before money leaves Inscendo.

6.5 Clawback. If a payment on which commission accrued is later refunded, reversed, charged back, or determined to be fraudulent, the corresponding commission is reversed. If it has not yet been paid out, it is removed from the balance. If it has been paid out, the reversal is recorded as a negative amount and offset against Partner's next payouts; if no further payouts are expected, Partner shall repay the amount within 30 days of written demand.

6.6 Termination of commission. Commission on a Referred Customer stops when that customer's Premium subscription ends, when Partner's participation terminates under § 12, or when the Referred Customer ceases to be attributed to Partner. There is no residual, trailing, renewal, or successor commission beyond this section.

7. Partner markup

7.1 Partner sets it. Partner may set a monthly markup on each capsule a referral link provisions. The markup is Partner's own margin for Partner's own services to the Referred Customer.

7.2 How it is billed and remitted. Inscendo bills the markup to the Referred Customer alongside that customer's Inscendo subscription, and remits it to Partner under § 8. Inscendo does so as a billing and collection convenience for Partner and does not thereby become a party to, guarantor of, or merchant of record for any service Partner provides. Inscendo makes no representation to the Referred Customer that Inscendo performs, supervises, or warrants whatever Partner charges the markup for.

7.3 Disclosure to the Referred Customer. The referral landing page shows the Referred Customer a single monthly price per capsule inclusive of Partner's markup, and the total, before registration.

7.4 Price lock. A markup change applies only to customers registering after the change. A Referred Customer already registered keeps the price at which they joined.

7.5 Premium required; monthly only. A link carrying a markup must include Inscendo Premium, because the markup is billed alongside the Inscendo subscription. Markup applies to monthly price only, never to a capsule's one-time setup fee.

7.6 Partner's obligations on markup. Partner is solely responsible for (a) the lawfulness and fairness of its markup, including under consumer-protection and deceptive-trade-practice law; (b) delivering whatever services Partner represented the markup covers; and (c) all taxes on Partner's markup revenue. Markup stops when the Referred Customer's subscription ends and is reversed on refund on the same basis as § 6.5.

8. Payouts

8.1 Payout account. To receive money, Partner must connect Partner's own Stripe connected account and complete Stripe's onboarding and identity verification. Partner's use of Stripe is governed by Partner's own agreement with Stripe.

8.2 Schedule. Matured commission and markup are paid as a single monthly transfer to Partner's connected account. Amounts that have not matured, or that fall below any published minimum, carry forward.

8.3 Set-off. Inscendo may set off against a payout any clawback under § 6.5 or § 7.6, any amount Partner owes Inscendo, and any amount subject to a good-faith fraud or AUP investigation, and may withhold a payout during such an investigation.

8.4 Taxes. Partner is an independent business and is solely responsible for all taxes on amounts received, including self-employment and income tax. Inscendo does not withhold. Nothing here creates an employment relationship, and Partner is not eligible for any Inscendo employee benefit. Partner shall provide a valid Form W-9 or other required tax documentation on request, and Inscendo may withhold payout until it is provided. Inscendo will issue information returns as required by law.

8.5 Unclaimed amounts. If Partner has not connected a valid payout account within 12 months of an amount maturing, Inscendo may forfeit that amount, subject to applicable unclaimed-property law.

9. What participation does not create

9.1 Consistent with the channel-rights provisions of the Mutual NDA, and for the avoidance of doubt: applying to, being accepted into, or participating in the Partner Program, creating a referral link, receiving a commission, or being told Inscendo's commission structure creates no territory, no exclusive or protected channel, no account, lead, or prospect exclusivity, no minimum volume, revenue, lead, or support commitment, no most-favoured pricing, no right of first refusal, no right to be appointed, renewed, or paid beyond amounts accrued under §§ 6–8, and no ownership, equity, profit share, or other interest of the kinds disclaimed in § 3.3.

9.2 Whether any relationship beyond this Partner Agreement exists, and on what terms, is determined solely by a separate written agreement signed by an authorized officer of Inscendo for that purpose. If none has been signed, none exists.

9.3 Partner acknowledges it has not relied on, and is not entitled to rely on, any oral or written statement, projection, estimate, forecast, marketing material, program description, or course of dealing that is inconsistent with §§ 3, 9.1, or 9.2. No Inscendo employee, contractor, or other partner has authority to vary this section.

10. Partner's obligations

10.1 Accuracy. Partner shall describe the Service accurately and shall not overstate its capabilities, security posture, compliance status, availability, roadmap, or performance. Partner shall not repeat any claim Inscendo does not publish.

10.2 Compliance. Partner shall comply with all applicable law in its referral and marketing activity, including the CAN-SPAM Act, the Telephone Consumer Protection Act and applicable state analogues, the Telemarketing Sales Rule, the FTC Act and the FTC Endorsement Guides (including disclosing that Partner is compensated), and applicable privacy law.

10.3 AUP. Partner remains bound by the AUP and the MSA in all respects as a Customer.

10.4 Confidentiality. Commission structures, rate tables, margins, and non-public program information are Inscendo's confidential information under the Mutual NDA.

10.5 Records. Partner shall keep accurate records of its referral and marketing activity for two years and make them available on reasonable request in connection with a compliance inquiry.

11. Indemnification by Partner

Partner shall defend, indemnify, and hold harmless Inscendo, Inscendo LP, and their respective affiliates, officers, directors, employees, and contractors from and against any third-party claim and any associated damages, fines, penalties, settlements, costs, and reasonable attorneys' fees arising out of or related to: (a) any representation, warranty, commitment, service level, pricing, refund, or other promise Partner made to any person that Inscendo did not publish; (b) any claim that Partner acted as Inscendo's agent, or that Inscendo is responsible for Partner's acts or omissions, arising from Partner's own description of the relationship; (c) any claim by Partner or by any person claiming through Partner asserting a partnership, joint venture, employment, equity, profit-sharing, or ownership interest contrary to § 3; (d) Partner's capsule selection, markup, implementation, advice, or services to any Referred Customer; (e) Partner's marketing, referral, or solicitation activity, including any privacy, telemarketing, anti-spam, or endorsement-disclosure violation; and (f) Partner's breach of this Partner Agreement, the MSA, or the AUP.

12. Term, suspension, and termination

12.1 Term. This Partner Agreement begins when Partner first creates a referral link or connects a payout account, whichever occurs first, and continues until terminated.

12.2 Termination for convenience. Either party may terminate at any time on written notice, with no cure period and no termination fee, penalty, or compensation of any kind owed by either party. Notice from Inscendo may be given in-product or by email.

12.3 Immediate suspension. Inscendo may suspend or terminate participation immediately, without prior notice, for a breach of § 4, § 5.5, § 10, the AUP, or the MSA, or for fraud, security risk, regulatory inquiry, or repeated chargebacks.

12.4 Effect on Referred Customers. Termination does not affect any Referred Customer's tenant, subscription, data, or installed capsules. Referred Customers are Inscendo's customers under the MSA and continue unaffected. Partner has no right to transfer, reclaim, suspend, disable, price, migrate, or contact a Referred Customer's tenant on the basis of terminated participation, and no right to be compensated for the loss of any Referred Customer relationship.

12.5 Effect on money. On termination other than for cause under § 12.3, commission and markup already accrued are paid on the ordinary schedule in § 8 once matured, subject to clawback. No commission accrues on payments settling after termination. On termination for cause under § 12.3, Inscendo may withhold unpaid accrued amounts attributable to the conduct giving rise to termination.

12.6 Survival. §§ 3, 4.5, 6.5, 8.3, 8.4, 9, 11, 12.4, 12.5, 13, and 15 survive termination.

13. Disclaimers and limitation of liability

13.1 The Partner Program is provided "as is." Inscendo does not warrant that Partner will receive any referral, registration, commission, or revenue, or that the Partner Program will continue in any form.

13.2 Inscendo is not liable for lost profits, lost commission, lost business opportunity, or anticipated revenue arising from a change to, suspension of, or discontinuation of the Partner Program, from a change to the commission amount, or from Inscendo's direct sale to any prospect or account.

13.3 Inscendo's aggregate liability to Partner under this Partner Agreement is limited to the total commission and markup actually paid to Partner in the twelve months preceding the claim. MSA § 13 otherwise applies.

14. Changes to the program

Inscendo may change the Partner Program, including the commission amount, holding period, payout minimums, eligible capsules, and program mechanics, on notice given in-product or by email. Changes apply prospectively. Continuing to hold an active referral link after the effective date of a change constitutes acceptance of it. If Partner does not accept a change, Partner's remedy is to terminate under § 12.2.

15. General

15.1 Governing law and disputes. Texas law governs. Disputes are resolved under MSA § 16, including its arbitration and class-waiver provisions.

15.2 Assignment. Partner may not assign this Partner Agreement, or any right to commission or markup, without Inscendo's prior written consent. Inscendo may assign freely.

15.3 Entire agreement. This Partner Agreement, together with the MSA and the documents it incorporates, is the entire agreement on its subject matter and supersedes any prior or contemporaneous communication, proposal, deck, or discussion about a partnership, channel, reseller, or distribution relationship.

15.4 No third-party beneficiaries. This Partner Agreement creates no third-party beneficiary rights, including for any Referred Customer.

15.5 Severability; no waiver. If a provision is unenforceable it is modified to the minimum extent necessary or severed, and the remainder stays in effect. A failure or delay in exercising a right does not waive it.

15.6 Acceptance and versions. This Partner Agreement is accepted by recorded in-product acceptance or by the act of creating or maintaining a referral link or a connected payout account, whichever occurs first. Continuing to hold an active referral link after the Effective Date of a revised version constitutes acceptance of that version. The version in effect when an amount accrues governs that amount.

15.7 Notices. To Inscendo: support@inscendoiq.com, with copy to Inscendo Automation Inc., 24900 Pitkin Rd, Ste 210, Spring, TX 77386, USA, Attn: Legal. To Partner: the email address associated with Partner's account, or in-product notice.

[End of Partner Program Agreement]