Partner Terms and Conditions

The Partnership Agreement is entered into by and between “KEBS Partner”, and KEBS – An Independent Product Division of Kaar Technologies, Inc. (hereinafter called “KEBS”), with principal office at #607, 4100 Spring Valley Road, TX 75244, USA. The KEBS Partner and KEBS are hereinafter also referred to individually as “Party” and collectively as “Parties”.

• Purpose

KEBS Partner Program (“Program“) is intended to create mutually beneficial partnerships with

(a) A Partner who develops, delivers, and supports drivers, plugins, devices, designs and/or applications (“Partner Product(s)“) that interoperate with KEBS Products and/or

(b) A Partner that wishes to embed, sell and/or distribute KEBS Products and/or

(c) A partner who wishes to refer prospective clients to KEBS to become KEBS customers or KEBS Partners. For the avoidance of doubt, the KEBS Partner does not include its affiliate unless the respective affiliate has entered into a similar KEBS Partner Program Agreement separately.

Any claim, controversy, or dispute arising out of or related to this Agreement is governed by the substantive laws of the United States of America. Any claim, controversy or dispute arising out of, or in connection with, or with respect to the validity, interpretation and/or enforcement of the Agreement, including the breach thereof, will be finally settled exclusively by the courts of United States, provided, however, that KEBS may in its sole discretion, bring any claim or dispute (including but not limited to seeking injunctive relief and/or equitable remedy) arising out of, or in connection with the validity, interpretation and/or performance of this Agreement before any courts and/or administrative authorities, in any jurisdiction, having jurisdiction over the subject matter of any such claim or dispute. For the purposes of this clause 2 the KEBS Partner acknowledges that it had a reasonable opportunity to review this Agreement, discuss its terms with KEBS, and receive advice from its legal advisor, if it wished to do so.

Neither Party will be liable for non-performance or delays caused by acts of God, wars, riots, strikes, fires, floods, earthquakes, government restrictions, terrorist acts, pandemics, or other causes beyond reasonable control. Upon occurrence of any of the foregoing, date of performance will be deferred for a period of time equal to the time lost by reason of the delay. This section does not relieve either Party of its obligation(s) to make payments.

(a) All headings contained in this Agreement are inserted for identification and convenience, and will not be deemed part of this Agreement for purposes of interpretation.

(b) If any provision of this Agreement is held invalid or unenforceable for any reason, but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the Parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.

(c) The delay or failure of either Party to exercise any rights hereunder will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the Party against whom such waiver or forfeiture is sought to be enforced.

(d) If there is a conflict between the KEBS Partner Terms and Conditions in this Agreement and any applicable Program, End User License Agreement or any other Program literature, the terms will be interpreted in the following order

1. The Applicable Program Agreement,
2. The KEBS Partner Terms and Conditions in this Agreement, and
3. The End User License Agreement

(e)Except as otherwise provided in Section 2, this Agreement may not be changed except by written instrument signed by authorized signatories of the Parties, making specific reference to this Agreement.

(f) This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. The Parties may exchange electronic signatures and signature pages electronically and such signatures will be effective to bind the Parties.

(g) The Parties acknowledge that they have each reviewed and participated in settling the terms of this Agreement. Furthermore, the Parties agree that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party will not be employed in the interpretation or construction of this Agreement.

4. Entire Agreement

This Agreement constitutes the entire Agreement and understanding between both the Parties. The Parties shall not be bound by or be liable for any statement, representation, promise, inducement or understanding of any kind of nature not set forth herein. No changes, amendments or modifications of any of the terms or conditions of this Agreement shall be valid unless it is in writing and signed by both Parties. None of the conditions of this Agreement shall be considered waived unless such waiver is given in writing. Unless expressly agreed, no waiver of any provision of condition of this Agreement shall constitute a general waiver of any provision or condition of this agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement.

4. Authorized Signatures

The KEBS Partner may assent to this Agreement by

I. accepting this Agreement in an on-line transaction at the KEBS Partner Portal or a KEBS designated successor to such portal or URL,

ii. electronically signing the document via a KEBS acceptable electronic signature tool and emailing to the email address identified in (a) below, or

iii. signing a physical copy of this Agreement and forwarding ALL pages of the signed Agreement via email as a pdf document.

5. Authorization

The KEBS Partner Agreement sets forth the terms and conditions under which the KEBS Partner is authorized to participate in the Program. The KEBS Partner’s continued authorization is based on its compliance with the respective Partner Agreement. This authorization is personal to the legal entity or branch office indicated by the KEBS Partner’s account or as otherwise accepted by KEBS in writing. The KEBS Partner has no right to delegate its rights or obligations hereunder to a third party without KEBS’s express written consent.