Reseller Agreement

(A)

Immersive has developed and owns a proprietary online cyber skills platform and related services (the Services).

(B)

The Partner has experience in the marketing and distribution of technology services within the Territory.

(C)

The Partner wishes to be appointed as a non-exclusive reseller to market and resell the Services to End Users.

Agreement

1.

Appointment

1.1.

Partner Relationship. Immersive appoints Partner as a non-exclusive reseller and grants a limited, non-exclusive, non-sublicensable, non-transferable license to the Partner to (a) resell the Services to potential customers located in the Territory; and (b) use the Documentation in connection with the marketing and resale of the Services.

1.2.

Affiliates. Affiliates of either Party may participate in this Agreement. An Immersive Affiliate may issue Quotes, and a Partner Affiliate may submit purchase orders referencing this Agreement. Upon acceptance, the Affiliate becomes bound by these terms, creating a separate agreement between the participating entities. In such cases, references to "Immersive" or "Partner" apply to the respective Affiliate.

1.3.

Managed Services. Where designated in the Partner Portal as a ‘Managed Services Partner’, the Partner may combine the Services with certain value-added services of the Partner, such as advisory and/or consultancy services (Managed Services), in accordance with the terms and conditions set out in Annex B (Managed Services).

1.4.

Distributor Relationship. Where designated in the Partner Portal as a ‘Distributor’, the Partner may act in its capacity as a distributor by appointing sub-resellers to perform its obligations in the Territory, provided: (i) Immersive grants prior written approval for each appointment; (ii) the appointment does not prejudice Immersive’s rights; (iii) the sub-reseller enters into Immersive’s standard reseller agreement; and (iv) the Partner is solely responsible for all sub-reseller fees and compensation.

1.5.

Reservation of Rights. All rights granted to the Partner in this Agreement are non-exclusive. Nothing in this Agreement shall be deemed to preclude Immersive or its Affiliates, without obligation to provide any compensation to Partner, from selling, marketing, distributing, or licensing the Services in the Territory or worldwide, or entering into reseller arrangements, referral arrangements, or any other type of arrangements with third parties.

1.6.

Services. Partner recognizes and agrees that the Services may be modified by Immersive or its Affiliates from time to time, in their sole discretion. Additionally, nothing in the Agreement shall restrict Immersive or its Affiliates from discontinuing a Service for any reason within a Territory. In each case, Immersive shall honour any Quotes then in existence for the remainder of the relevant Quote term.

2.

NFR License

2.1.

NFR License Immersive grants to the Partner, free of charge and for the Term, a non-exclusive, non-transferable, non-sublicensable, revocable right for the Partner and its Authorised Users to access and use the Services solely to demonstrate the Services to prospective customers (NFR License).

2.2.

NFR Restrictions. The Partner acknowledges that the NFR License is provided for demonstration purposes only and is not a sale. The Partner shall not:

(i)

provide any third party (including potential customers) with access to the NFR License, or use the NFR License to fulfil any contract or service delivery, where such access or use acts as a substitute for, or otherwise displaces the requirement for, that third party to purchase a standard commercial license directly from Immersive; or

(ii)

use the NFR License to deliver paid or unpaid proof of concept engagements or pilots for customers without Immersive’s prior written approval.

2.3.

Breach of NFR Terms. If Immersive believes the Partner has breached this Section 2, it will give written notice describing the breach. The Partner will have fifteen (15) days to cure (if curable) or otherwise cease the non-compliant use and confirm the steps taken. If not cured within that period, Immersive may immediately (a) terminate the NFR License and Services access and/or (b) invoice the Partner at the then-current commercial list price for the licences required for that use, payable within 30 days.

3.

Order Process

3.1.

Deal Registration. For each prospective customer opportunity, the Partner shall submit a registration form to Immersive in the format made available by Immersive to Partner (Registration Form). Immersive shall have absolute discretion to accept or reject a Registration Form.

3.2.

Quotes. Upon Immersive's acceptance of a Registration Form, Immersive shall provide the Partner with a Quote. Upon acceptance of the Quote by the Partner, the Partner shall submit a purchase order to Immersive referencing the applicable Quote number. Any additional terms and conditions contained in the Partner’s purchase order will be deemed null and void unless expressly agreed to in writing by Immersive.

3.3.

Acceptance by Immersive. All purchase orders are subject to acceptance or rejection by Immersive in its sole discretion, provided, however, that a purchase order will be deemed accepted unless Immersive notifies the Partner that it has rejected a purchase order in writing within fifteen (15) days of receipt of such purchase order. The Partner may not cancel a purchase order after it has been accepted.

3.4.

Access. Subject to an End User’s and its Authorized User’s acceptance of the EULA, Immersive shall make the applicable Services available to such End User’s Authorized Users as directed on the Quote.

3.5.

End Users and Authorized Users. The Partner acknowledges that use of or access to the Services is subject to the terms of the EULA and undertakes to ensure that each End User agrees that the use of the Services is governed by and dependent upon the EULA. The Partner may enter into a separate agreement with an End User in its capacity as a reseller, provided that such agreement does not conflict with the terms contained in this Agreement or the applicable EULA. Without limiting the foregoing, the Partner may not provide any additional or conflicting warranties to End Users regarding the Services and may not modify any EULA without Immersive’s prior written consent. For clarity, if the Partner uses or accesses the Services for any reason (including but not limited to under an NFR License or to provide Manged Services), the Partner will be considered an End User, and it and its Authorized Users will be deemed to have accepted the terms of the EULA.

4.

Pricing and Payment

4.1.

List Prices and Partner Discount. Immersive shall be solely responsible for determining the prices for the Services as may be updated from time to time (Prices). Immersive shall make the Prices available to the Partner and shall notify the Partner of any changes to the Prices. The Partner shall be entitled to a discount on the Prices for any resale of the Services. The applicable discount shall be designated by Immersive on a case-by-case basis and shall be calculated based on the Partner’s contribution to the relevant resale opportunity (to be decided by Immersive in its sole discretion). The Partner shall be free to set the prices for the Services for resale.

4.2.

Payments. Immersive reserves the right to designate any of its Affiliates as billing agent for the purposes of invoicing and collecting amounts under this Agreement. Unless otherwise provided for in an applicable Quote, the Partner shall pay all amounts due under this Agreement within thirty (30) days of the Partner’s receipt of the applicable invoice. Late payments will be charged interest at a rate of the lesser of 1.5% per month or the maximum rate permitted under applicable law. The Partner shall be solely responsible for billing and collecting all amounts due from an End User for the Services sold by the Partner. The Partner shall remain obligated to make payments under this Agreement notwithstanding any End User’s failure to pay any amounts owed to the Partner.

4.3.

Taxes. Prices to the Partner do not include taxes. Each Party will be responsible for its own income taxes, employment taxes, and real property taxes. If withholding is required by law, the Partner will pay any additional amounts necessary so that the net amount received by Immersive equals the full amount it would have received had no withholding been required.

4.4.

Suspension and Acceleration. If any amount owed by the Partner under this Agreement is thirty (30) or more days overdue, Immersive may, without limiting its other rights and remedies, accelerate Partner’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and/or suspend access to any Services to the Partner, the End Users and/or their Authorized Users until such amounts are paid in full. In the event a payment is thirty (30) days or more overdue, Immersive or its Affiliates may, at their sole discretion, provide the Services directly to the End Users, for any or no additional fees.

5.

Partner’s Obligations; Warranties and Representations

5.1.

Obligations. During the Term of this Agreement, the Partner warrants that it shall:

5.2.

Anti-Bribery and Corruption. Each party represents and warrants that, in connection with this Agreement, it will:

5.3.

Sanctions and Export. The Partner represents and warrants that it shall, and shall ensure its Authorized Users, comply with all applicable Sanctions in its use of the Services, including not selling, exporting, re-exporting, or otherwise providing access to (i) any Sanctions Target, or (ii) any person located in, resident of, or organized under the laws of any Prohibited Territory. The Partner shall implement reasonable measures designed to prevent any access or use in violation of this Section 5.3, including in connection with any event-based services (e.g., Cyber Drills) involving third-party participants. The Partner shall immediately notify Immersive of any event that may result in a Sanctions breach. Immersive may immediately suspend access to the Services and/or terminate for material breach following any breach of this Section. The Partner will include the preceding substance of this Clause 5.3 in its agreement with the End User.

5.4.

Insurance. The Partner shall carry reasonable commercial general liability insurance sufficient to cover its obligations under this Agreement. Upon request, the Partner shall provide to Immersive a certificate of insurance evidencing such coverage.

5.5.

Authority. The Partner warrants and represents that it has all necessary corporate power and authority to enter into this Agreement and comply with its obligations.

5.6.

Compliance with Laws. The Partner warrants and represents that it will comply with all applicable laws in performing its obligations under this Agreement.

5.7.

No Representations or Warranties. The Partner shall not make any representations or warranties on behalf of Immersive or its Affiliates. The Partner shall not make any representations to customers or other third parties regarding the Services except as set forth in the approved marketing materials as provided by Immersive.

6.

Immersive Warranties and Representations

6.1.

Support. Immersive shall provide such information and support as is reasonably requested by the Partner to enable it to properly and efficiently discharge its duties under this Agreement.

6.2.

Authority. Immersive warrants and represents that it has all necessary corporate power and authority to enter into this Agreement and comply with its obligations.

6.3.

Compliance with Laws. Immersive warrants and represents that it will comply with all applicable laws in performing its obligations under this Agreement.

7.

Ownership and Proprietary Rights.

7.1.

Ownership. Immersive represents that it and its Affiliates have all rights to the Intellectual Property Rights associated with its services as are necessary to market and license the Services under this Agreement.

7.2.

Immersive Property. Subject to the limited rights expressly granted under this Agreement, Immersive and its Affiliates are and will remain the sole owners of, and reserve all rights, title, and interest in and to (a) all technology, software, documentation, information, processes, methodologies, methods of analysis, ideas, concepts, and know-how owned by Immersive or its Affiliates, including without limitation, the Services, (b) any name, brand, mark, trademark, service mark, trade name, business name, slogan, logos and internet domain names (whether registered or at common law) of Immersive or its Affiliates; and (c) all Intellectual Property Rights related to items (a) and (b) (collectively, Immersive Property). No rights are granted to the Partner in Immersive Property other than as expressly set forth in this Agreement.

7.3.

Suggestions. Partner acknowledges that Immersive will own the rights to use or incorporate into its Services any suggestions, enhancement requests, recommendations, or other feedback provided by the Partner relating to the operation or features of the Services. The Partner hereby assigns to Immersive any and all proprietary interest and rights in and to any and all such results, ideas, and suggestions without further compensation.

8.

Confidentiality and Data Protection

8.1.

Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to ensure it does not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with terms of the Agreement and who are legally bound to protect such Confidential Information consistent with the requirements of the Agreement. The Receiving Party is responsible for any breach of the provisions of this Section 8 by any party to whom it discloses Confidential Information.

8.2.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest, limit, or protect the disclosure.

8.3.

Notification of Unauthorized Disclosure. If the Receiving Party becomes aware of disclosure or use of Confidential Information other than as authorized in the Agreement, the Receiving Party will promptly notify the Disclosing Party of that disclosure or use and shall cooperate with the Disclosing Party in mitigating any adverse consequences to the Disclosing Party of that disclosure or use.

8.4.

Customer Information. The Parties agree that any customer information provided by the Partner to Immersive shall not constitute Confidential Information of the Partner, shall be jointly owned by the Partner and Immersive and, pursuant to such ownership may be used by either Party in any manner deemed appropriate subject to all privacy and data protection laws and regulations applicable to the gathering, processing, storage and transmission of such information.

8.5.

Survival of Confidentiality. The confidentiality obligations in this Section 8 shall apply during the term of this Agreement and for a period of two (2) years following the date this Agreement is terminated or expires.

8.6.

Data Protection. Each Party shall comply and shall have its employees, agents, sub-contractors, or persons to whom it discloses information in connection with this Agreement to comply with all applicable privacy and data protection laws and regulations.

8.7.

Suggestions. The Partner acknowledges and agrees that any data, information, materials, or other content inputted, uploaded, or transferred to the Services by the Partner or an End User, including any data generated by the Services, may be transferred by Immersive from the jurisdiction of origin and may be hosted and processed by Immersive or its third party service providers in the UK, USA, EU and any other countries listed on Immersive’s list of subprocessors (available at www.immersivelabs.com/legal).

9.

Term and Termination

9.1.

Term. This Agreement shall commence on the date of final signature and shall continue unless otherwise terminated (the Term).

9.2.

Termination for Convenience. Either Party may terminate this Agreement by giving the other Party sixty (60) days’ prior written notice.

9.3.

Mutual Termination for Cause. A Party may immediately terminate this Agreement or any Quote if the other Party: (i) fails to cure a material breach within 30 days of notice; (ii) becomes insolvent or ceases business operations; or (iii) is more than 30 days late in paying any amount owed by it.

9.4.

Termination by Immersive for Cause. Immersive may immediately terminate this Agreement if Partner: (i) suffers a material adverse financial change; (ii) registers this Agreement with a government without consent; or (iii) breaches its obligations under Sections 5.2, 5.3, 7 or 8.

9.5.

Effect of Termination of a Quote. Upon termination of a Quote by either Party, (i) all licenses and rights granted under this Agreement pursuant to the Quote shall immediately terminate; and (ii) the applicable End User shall cease to have the right to access or use the Services.

9.6.

Effect of Termination of the Agreement. Upon termination of this Agreement, for any reason, the terms of the Agreement shall terminate; provided, that:

9.7.

Access to the Services. The Partner agrees that Immersive may terminate any End User or Authorized User’s access to the Services if such End User or Authorized User materially breaches the terms of the applicable EULA.

10.

Indemnification

10.1.

Partner Indemnification. The Partner shall defend, indemnify and hold Immersive and its Affiliates harmless from any claims arising out of or in connection with (i) any content, data, materials, or other information inputted into, uploaded to, or created on, the Platform by it; (ii) any misrepresentations or omissions made by the Partner with respect to the Services; (iii) any warranties made by the Partner in excess of the warranties provided in the applicable Documentation without Immersive’s prior written consent; or (iv) any breach of Sections 2, 5.2, 5.3 or 7 of this Agreement.

10.2.

Immersive Indemnity. Immersive will defend and indemnify the Partner (for itself and on behalf of its Affiliates) against any third-party claim that the Services infringe any third-party Intellectual Property Rights, provided the Partner gives prompt notice and reasonable cooperation. Immersive will have no obligation to defend or indemnify the Partner for any such claim to the extent it is based on: (i) the combination, operation, or use of the Services with any third-party component or data where the infringement would not have occurred but for such combination; (ii) use of the Services by the Partner or its Authorized Users in violation of this Agreement.

10.3.

Immersive Remedies. If the Services are, or are likely to be, subject to a claim giving rise to a defense or indemnity obligation, Immersive will, at its expense: (i) procure the right for the Partner to continue to resell and use the Services; (ii) modify the Services to be non-infringing; or (iii) replace the Services with a non-infringing, functionally equivalent alternative. If this is not commercially practicable, Immersive may immediately terminate this Agreement.

10.4.

Indemnification Process. If a Party entitled to indemnification becomes aware of any indemnifiable claim, it will give the other party prompt written notice of the claim, cooperate (at the indemnifying Party’s expense) in the defense or settlement of the claim, and let the indemnifying Party control the defense or settlement. The indemnified Party will have the right to participate fully, at its own cost. Any settlement requiring the indemnified Party to admit fault or pay money needs both Parties’ written approval. The indemnifying Party’s obligations will be contingent on the indemnified Party’s compliance with this process.

11.

Limitation of Liability

11.1.

Liability. IN THIS SECTION, “LIABILITY” MEANS ANY LIABILITY UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE (WHETHER OR NOT FORESEEABLE OR CONTEMPLATED BY THE PARTIES).

11.2.

Exclusion of Indirect Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY, NOR THEIR AFFILIATES, WILL BE LIABLE FOR ANY LOSS OF PROFITS OR BUSINESS OPPORTUNITY NOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES.

11.3.

Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S AGGREGATE LIABILITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE PARTNER TO IMMERSIVE UNDER THE APPLICABLE ORDER IN THE TWELVE MONTHS PRIOR TO THE DATE THE DAMAGE OCCURRED.

12.

Limitation of Liability

12.1.

Audit. During the Term and for one year after, Immersive or its agent may, upon 30 days’ notice, inspect Partner’s records and systems to verify compliance with all obligations under this Agreement, including but not limited to license usage, Sanctions, and financial reporting. Audits will occur during business hours, no more than once per year unless a material breach is suspected. Partner shall provide reasonable cooperation and access to necessary documentation to facilitate an audit.

12.2.

Expenses and Costs. The Partner will be solely responsible for its own expenses, and those of its employees, including, but not limited to, all expenses incurred in the promotion, demonstration, installation, and/or marketing of the Services and complying with its obligations under the Agreement.

12.3.

Relationship of the Parties. Nothing contained in the Agreement shall be deemed to constitute either Party as the agent or representative of the other Party or their Affiliates, or as joint venturers or partners for any purpose. Neither Party shall be responsible for the acts or omissions of the other Party or their Affiliates, and neither Party nor their Affiliates will have the authority to speak for, represent or obligate the other Party or their Affiliates in any way without prior written authority from the other Party.

12.4.

Notices. All notices will be in writing. Legal notices will be sent to legal@immersivelabs.com. Notices to the Partner will be addressed to the Partner's designated email address.

12.5.

Governing Law; Jurisdiction. The governing law and the venue with exclusive jurisdiction will be as specified in the table below, without regard to choice-of-law or conflict-of-law rules.

12.6.

Severability; No Waiver. If any provision of this Agreement is invalid, the remainder of the Agreement will remain in effect. No delay or failure to exercise any right constitutes a waiver.

12.7.

Assignment. Neither party may assign this Agreement without the other’s written consent, except in connection with a merger, acquisition, or sale of all or substantially all assets.

12.8.

Third Party Rights. This Agreement is made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by, anyone else.

12.9.

Force Majeure. Neither party will be liable for failures or delays resulting from events outside its reasonable control. The affected party will promptly notify the other party of the event and use reasonable efforts to mitigate the consequences. If such an event causes a party to fail to comply with its obligations under this Agreement for 30 consecutive days, either party may terminate this Agreement upon written notice, without liability.

12.10.

Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 7 or 8 of this Agreement would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such other Party at law, at equity or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy

12.11.

Survival. All provisions of this Agreement which by their nature are intended to survive its termination shall survive such termination, including, without limitation, Sections 7, 8, 9, 10, 11 and 12 of this Agreement.

12.12.

Entire Agreement; Amendments. This Agreement, including all Annexes, Quotes, and any executed Statement of Work (SoW) or addenda, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and either signed or accepted electronically by a duly authorized representative of each Party.

Affiliate

means any entity that Immersive owns, that owns Immersive, or that is under common control with Immersive. “Control” and “Own” mean possessing a 50% or greater interest in an entity or the right to direct the management of an entity.

Anti-Bribery Laws

means applicable laws that prohibit corruption or the bribery of, or the providing of unlawful gratuities, facilitation payments, or other benefits to, any government official or any other person, including but not limited to: (a) the United States Foreign Corrupt Practices Act of 1977; and (b) the United Kingdom Bribery Act 2010,

Authorized User

means an individual who is authorized by an End User to use a Service, for whom subscriptions or access to the Service have been purchased, and who have user identifications and passwords on the Service. Authorized Users may include employees, consultants, contractors, and agents of End Users.

Confidential Information

means all confidential and proprietary information disclosed by a Party (Disclosing Party) to the other Party (Receiving Party), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of the disclosure. However, Confidential Information will not include information that

Documentation

means Immersive’s Product and Services Guide made available at immersivelabs.com/legal as updated from time to time.

End User

means any end user customer for whom the Partner places an order with Immersive for Services for such customer’s own legitimate internal business purpose and not for resale, lease, license, or other distribution.

EULA

means Immersive’s Master Services Agreement entered into between Immersive or its Affiliate and an End User or otherwise applicable to an End User’s use of the Services, in either case, setting forth the terms and conditions upon which the Services are licensed to the End User, and which contains no right of return, refund or rescission or termination either before or after delivery of the Services, as determined by Immersive (in its sole discretion). All references in this Agreement to EULA will be a reference to Immersive’s most recent EULA for the Services, which may be updated by Immersive or its Affiliate, in its discretion, from time to time.

Excluded Claims

means damages resulting from (i) death or personal injury (to the extent caused by negligence); (ii) fraud or fraudulent misrepresentation; or (iii) a party’s indemnity obligations.

Immersive AI

means generative AI feature(s) and functionality (including machine learning, deep learning, and other similar artificial intelligence technologies) which are made available by Immersive on the Services.

Immersive Property

has the meaning given to it in Section 7.2.

Intellectual Property Rights

means any and all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same and whenever arising, registered or applied to be registered including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other confidential information.

Liability

has the meaning given to it in Section 11.1.

Managed Services

has the meaning given to it in Section 1.3

NFL License

has the meaning given to it in Section 2.1.

Partner

means the partner entity that accepts this Agreement as part of a Quote.

Policies

means the Immersive Supplier and Partner Code of Conduct available at www.immersivelabs.com/legal and Immersive’s Anti-Bribery and Anti-Corruption Policy and Conflicts of Interest Policy which are available upon request as each may be amended from time-to-time at Immersive’s sole discretion.

Prices

has the meaning given to it in Section 4.1.

Prohibited Territory

means (i) Cuba, North Korea, Iran, Syria, China, Sudan, Russia, and the conflict regions of Ukraine (Donetsk, Luhansk, and Crimea), and (ii) any other country or territory that is, during performance of the Services, subject to comprehensive territorial Sanctions.

Registration Form

has the meaning given to it in Section 3.1.

Reseller End User Agreement

has the meaning given to it in Section 3.5.

Sanctions

Sanctions means all applicable economic or financial sanctions, trade embargoes, export controls, or restrictive measures imposed or enforced by the UK, US, EU, UN, and any other authority with jurisdiction over Immersive or its operations (Sanctions Authority).

Sanctions Target

means any person (i) listed or otherwise designated as subject to Sanctions by a Sanctions Authority, (ii) owned or controlled by such a person, or (iii) resident, located in, or incorporated in a country subject to comprehensive territorial Sanctions.

Sub-Reseller

has the meaning given to it in Section 1.4.

Term

has the meaning given in Section 9.1.

Territory

means the territory agreed between the parties in writing.

This Managed Services Annex (the Annex) sets out the intentions of the Parties with respect to the provision of Managed Services by the Partner to customers.

In the event of a conflict between the terms of this Annex and the Reseller Agreement, the terms of this Annex shall prevail.

Terms used in this Annex but undefined shall have the meaning given to them in the Reseller Agreement. Except as set forth in this Annex, the Reseller Agreement shall continue in full force and effect on its existing terms.

1.

Managed Services. Provided it complies with the terms and conditions of this Annex, the Partner may provide Managed Services to its customers in the Territory with both the Partner and the customer accessing the Services as End Users with direct login credentials. As such, both the Partner and the customer (and their respective Authorized Users) are each independently subject to the EULA

2.

Order Process

2.1.

Managed Services Order Process. The Partner shall place Managed Services orders in accordance with the process set out in Section 3 (Order Process) of the Reseller Agreement. For each opportunity, it shall specify: (i) the identity of the customer(s); (ii) the Services; and (iii) the nature of the Managed Services.

2.2.

Bulk Purchases. Where the Partner has pre-purchased a quantity of Services for multiple customers via an accepted Quote and purchase order (a Bulk Purchase):

2.3.

If the provision of Managed Services to additional customer(s) in accordance with Section 2.2 would cause the Partner to exceed the service quantities in the existing Quote, Immersive shall submit a new Quote to the Partner for the additional service quantities, and the Partner shall submit a purchase order to Immersive in accordance with the Order Process set out in Section 3 of the Reseller Agreement.

3.

Confidentiality. The Partner acknowledges that when it provides Managed Services to customers, it may service multiple customers from one account. The nature of the Managed Services it provides to customers may cause it to upload, create, or generate information that is considered confidential to its customers. The Partner agrees to keep such information confidential and shall not disclose it to any unauthorized third party.

4.

Partner Content. As part of the Managed Services, the Partner may create custom content on the Services through the content builder features available on the Services for use by End Users (Partner Content). The Partner grants Immersive a non-exclusive, royalty-free license to host and display Partner Content solely as necessary to provide the Services. The Partner retains ownership of, and title to, any Intellectual Property Rights in the Partner Content, save that Immersive does not make any warranty or representation that the Intellectual Property Rights contained in any outputs generated by Immersive AI and incorporated into Partner Content are capable of ownership by, or assignment to, the Partner. The Partner shall ensure that Partner Content (i) does not infringe any applicable laws, regulations, or third-party Intellectual Property Rights; and (ii) does not contain any material that is abusive or threatening, violent, deceptive, discriminatory, or is knowingly misleading. The Partner is solely responsible for, and Immersive shall have no liability for the accuracy, quality, integrity, legality, and appropriateness of any Partner Content. Immersive shall have the right to remove any Partner Content from the Services that is in breach of this Section 4.

5.

Managed Services Indemnity. The Partner shall defend, indemnify, and hold Immersive and its Affiliates harmless from and against any and all claims, losses, or liabilities (including regulatory fines) arising out of or in connection with:

6.

Termination. The Partner acknowledges and agrees that a breach by the Partner of the Order Process set out in Section 2 of this Annex constitutes a material breach of the Reseller Agreement, and Immersive shall have the right to terminate the Reseller Agreement, or an individual Quote for cause.

7.

Effect of Termination. Upon termination of the Reseller Agreement, the Partner shall cease to provide Managed Services to customers.