Partner Agreement

This Partner Agreement ("Agreement") is entered into as of the Effective Date by and between MiseCentral LLC, a Delaware limited liability company ("MiseCentral"), and the partner entity identified in the partner registration or order schedule ("Partner"). MiseCentral and Partner may each be referred to as a "Party" and collectively as the "Parties."

1. Purpose and Relationship

1.1. MiseCentral operates an enterprise hospitality operations platform (the "Services"). Partner wishes to participate in the MiseCentral partner ecosystem to market, refer, implement, support, or otherwise promote the Services as permitted under this Agreement and applicable partner program tier.

1.2. Partner is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship. Partner has no authority to bind MiseCentral or make warranties on MiseCentral's behalf except as expressly authorized in writing.

1.3. Customers enter into separate Agreements with MiseCentral for the Services. Partner does not become a party to Customer Agreements unless expressly stated in a Customer-facing delegation or order document signed by the Customer.

2. Definitions

Capitalized terms not defined in this Agreement have the meanings set forth in the MiseCentral Legal Library Defined Terms. Additional terms:

2.1. "Customer" means a legal entity that enters into an Agreement with MiseCentral for the Services.

2.2. "Customer Data" means data submitted to or generated in the Services by or on behalf of a Customer, as defined in the MiseCentral Legal Library.

2.3. "Customer Delegation" means a Customer-granted authorization permitting Partner to access a Customer organization within defined scope and duration.

2.4. "Partner Portal" means MiseCentral's partner-facing interface and APIs for partner program administration.

2.5. "Partner Support Mode" means Partner's temporary, ticket-bound, audited assistance session for a Customer organization under an active Customer Delegation, without impersonating Customer users.

2.6. "Partner User" means an individual authorized by Partner to access the Partner Portal or perform delegated services.

3. Partner Program Participation

3.1. Partner registers in the partner program through the Partner Portal or executed partner schedule, selecting a partner type such as implementation partner, reseller, consultant, integrator, or other category approved by MiseCentral.

3.2. MiseCentral may offer tiered benefits, certifications, Marketplace participation, and commercial incentives as described in separate program guides, schedules, or addenda incorporated by reference when signed or accepted by Partner.

3.3. MiseCentral may modify partner program structure, benefits, or requirements upon reasonable notice, except that material adverse changes to signed commercial schedules require agreement per the schedule terms.

3.4. Partner must maintain accurate registration information, designated contacts, and current certifications required for Partner's tier.

4. Authorization and Restrictions

4.1. Subject to this Agreement, MiseCentral grants Partner a limited, non-exclusive, non-transferable, revocable license to use MiseCentral trademarks, marketing materials, and Documentation solely to perform authorized partner activities during the Term.

4.2. Partner may not:

(a) represent that it is MiseCentral or a MiseCentral employee;

(b) access any Customer organization without an active Customer Delegation;

(c) impersonate Customer users or use credentials belonging to Customer Authorized Users;

(d) sublicense the Services or resell except under a signed Reseller Agreement or Order Form process authorized by MiseCentral;

(e) modify, reverse engineer, or create derivative works of the Services except as permitted by law notwithstanding contractual limitation;

(f) use Customer Data except as permitted by Customer Delegation, the Delegated Administration Agreement, and applicable law;

(g) access Customer billing, invoices, or payment instruments unless commercially authorized in writing by MiseCentral and the Customer;

(h) make warranties, SLAs, or pricing commitments binding on MiseCentral without written authorization; or

(i) violate the Partner Code of Conduct.

4.3. Partner must comply with all applicable laws, including data protection, export control, anti-bribery, and hospitality regulatory contexts applicable to Partner's services.

5. Customer Data and Delegation

5.1. Customer retains all right, title, and interest in Customer Data. Partner acknowledges Customer is the controller of Customer Data and MiseCentral processes Customer Data as described in the Customer Agreement.

5.2. Partner accesses Customer Data only under Customer Delegation with scope limited to implementation, support, training, or other authorized services. Delegation is revocable by Customer at any time.

5.3. Partner Support Mode is subject to ticket linkage, reason documentation, duration limits, customer visibility, MFA requirements, and audit logging as described in MiseCentral policies and Documentation.

5.4. Partner must not extract Customer Data for unrelated purposes, combine it with unrelated datasets for resale, or use it to train models except as expressly authorized by Customer in writing.

5.5. Upon termination of delegation or this Agreement, Partner must cease access and delete Customer Data in Partner's possession except as required by law or Customer instruction.

6. Confidentiality

6.1. Each Party may disclose Confidential Information to the other in connection with the partner relationship. The receiving Party must protect Confidential Information using at least the same degree of care it uses for its own confidential information, and no less than reasonable care.

6.2. Confidential Information excludes information that is publicly available without breach, independently developed, rightfully received without restriction, or required to be disclosed by law with notice where permitted.

6.3. Partner must not disclose MiseCentral pricing, roadmap, security details, or non-public Documentation except to Customer personnel or Partner Users with need to know under confidentiality obligations.

7. Marketing and Brand

7.1. Partner must follow MiseCentral brand guidelines and obtain approval for co-branded materials where required by program rules.

7.2. Partner must not publish misleading statements about Service capabilities, certifications, Operational Recommendations, or security posture.

7.3. MiseCentral may use Partner's name and logo in partner directories and marketing lists unless Partner opts out in writing.

8. Fees and Commercial Terms

8.1. Referral fees, reseller margins, implementation rates, and Marketplace revenue share, if any, are stated in applicable schedules or Order Forms signed by the Parties.

8.2. Unless otherwise stated, Partner is responsible for its own taxes, expenses, and personnel costs.

8.3. Payment terms for partner incentives appear in applicable schedules. Partner must provide accurate payment and tax information.

9. Representations and Warranties

9.1. Each Party represents that it has authority to enter this Agreement and that execution does not violate other agreements.

9.2. Partner represents that Partner Users are qualified for assigned services, trained on Support Mode governance, and bound by confidentiality and acceptable use obligations.

9.3. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND PARTNER PROGRAM MATERIALS ARE PROVIDED "AS IS." MISECENTRAL DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Indemnification

10.1. Partner will defend, indemnify, and hold harmless MiseCentral and its affiliates, officers, directors, and employees from claims arising out of Partner's services, negligence, breach of this Agreement, unauthorized access to Customer Data, or violation of law, except to the extent caused by MiseCentral's gross negligence or willful misconduct.

10.2. MiseCentral will defend Partner against third-party claims that approved MiseCentral marketing materials provided to Partner infringe intellectual property rights, subject to Partner's prompt notice and cooperation, and MiseCentral's control of defense.

11. Limitation of Liability

11.1. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF THIS AGREEMENT.

11.2. EXCEPT FOR EXCLUDED CLAIMS BELOW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY MISECENTRAL TO PARTNER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR US$50,000, WHICHEVER IS GREATER.

11.3. Excluded from the cap: payment obligations, confidentiality breach indemnity obligations, indemnification for IP infringement caused by the indemnifying Party, fraud, gross negligence, and willful misconduct.

12. Term and Termination

12.1. This Agreement begins on the Effective Date and continues until terminated as stated herein ("Term").

12.2. Either Party may terminate for convenience upon thirty (30) days' written notice.

12.3. Either Party may terminate immediately for material breach not cured within thirty (30) days of notice, or immediately for unauthorized data access, security violations, or insolvency.

12.4. Upon termination, Partner must cease use of MiseCentral marks, return Confidential Information, and revoke Partner User access. Surviving Customer Delegations may continue until Customer revokes them, but Partner must not initiate new delegations without a new agreement unless MiseCentral agrees otherwise.

12.5. Sections 5, 6, 9.3, 10, 11, 13, and 14 survive termination.

13. Governing Law

13.1. This Agreement is governed by Delaware law, excluding conflict-of-laws principles.

13.2. The Parties consent to exclusive jurisdiction in state and federal courts located in Delaware.

14. General

14.1. Notices. Notices to MiseCentral: legal@misecentral.com and partners@misecentral.com, MiseCentral LLC, 8 The Green, Suite A, Dover, DE 19901. Notices to Partner: contacts in partner registration.

14.2. Assignment. Partner may not assign without MiseCentral consent. MiseCentral may assign in connection with merger or sale of assets.

14.3. Entire Agreement. This Agreement, schedules, Partner Code of Conduct, and incorporated policies constitute the entire agreement regarding the partner program and supersede prior understandings on that subject.

14.4. Amendment. MiseCentral may update program policies posted online; material changes to this Agreement require written agreement.

14.5. Severability and Waiver. Standard severability and waiver provisions apply.

15. Execution

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

MISECENTRAL LLC

By: ___________________________ Name: Title: Date:

PARTNER

Entity: _________________________ By: ___________________________ Name: Title: Date: Effective Date: _________________