Service Agreement for Resellers

WORDEGO SERVICE AGREEMENT FOR RESELLERS

This Wordego Service Agreement for Resellers (“Agreement”) is entered into by and between Wordego Inc, a corporation organized under the laws of the State of Delaware, with its principal office at 222 W Merchandise Mart Plaza, Suite 1212, Chicago, IL, 60654, USA (“Company”), the below-mentioned authorized reseller of the Company (“Reseller”), and the entity or individual identified below (“Customer”) on ****/****/**** (“Effective Date”).

Hereinafter, the Company, the Reseller, and the Customer may be referred to individually as a “Party” and collectively as the “Parties”.

1. PARTIES

Company: ******

Reseller: ******

Customer: ******

2. SERVICES AND TRIAL TERMS

Web Store: https://******

Services: The Company shall provide the Customer with the Wordego Web App services. Wordego Web App is an AI-driven visitor analytics platform, providing online businesses in-depth insights into visitor value. Utilizing advanced artificial intelligence, the Wordego Web App processes Customer Data to segment visitors in real-time into categories like Gold, Silver, Bronze, and Copper, enabling online businesses to tailor their marketing and advertising strategies based on this data with precision.

Customer Data: The Customer Data refers to the Customer’s tag management system (Google Tag Manager) data.

Integration: The Customer shall provide the Company with access to the Customer Data as required for the provision of Services. The Company shall analyze and process the Customer Data, set up the Services on the Customer’s Web Store, and customize the Services’ types, contents, and visuals for the Customer in accordance with the restrictions outlined in the Agreement.

Pilot Trial: The Customer shall have the right to use the Services on their Web Store free of charge during the Trial Period. The Pilot Trial will commence on a date mutually agreed upon by the Parties, following Integration. Upon completion of the Pilot Trial, the Customer may continue using the Services by providing written confirmation to the Company. Unless such written confirmation is provided, the Customer will not be charged for the Services beyond the Trial Period.

Trial Period: 14 days.

3. FEES AND PAYMENT TERMS

Service Fee: The Service Fee shall be determined by the visitor traffic-based Service Plan selected by the Customer, as outlined below. The visitor traffic counts will be based on the Company’s Web Store visitor session calculations.

Invoicing Period: Monthly, on the last day of each month.

Payment Term: 15 days.

4. COMPANY’S RIGHTS, DUTIES AND OBLIGATIONS

4.1. Execution of Services: In accordance with this Agreement, the Company will a) regularly analyze and process Customer Data; b) set up the Services on the Customer’s Web Store, ensuring real-time operation; c) customize the Services’ types and contents for the Customer.

4.2. Technical Support: The Company will provide technical support to the Customer as needed. The Customer will be able to call for technical support at any time by sending an email to support@wordego.com. The Company will respond to all technical support calls within 24 (twenty-four) hours.

4.3. Restrictions: The Company will have the right to collect and process the Customer Data regarding and limited solely to the provision and performance of the Services. The Company will have the right to use the Customer Data only for analysis, development, and correction purposes. The Company will have the right to disclose the Customer Data only in aggregated or unidentifiable forms.

5. CUSTOMER’S RIGHTS, DUTIES AND OBLIGATIONS

5.1. Rights: Subject to the provisions of this Agreement and during the Term, the Company grants the Customer a non-transferable, non-sublicensable, and non-exclusive right to use the Services on its Web Store. The Customer may not market or sell the Services for further use, resale, redistribution, sharing, or transfer by third parties.

5.2. Payment of Fees: The Customer will pay all fees mentioned in the Agreement to the Reseller on or before the due date. If an invoice remains unpaid as of the due date, the Reseller reserves the right to suspend the provision of the Services until the payment is received and to charge interest from the due date at a maximum rate permitted by law. Additionally, the Customer will pay all collection costs, including attorney’s fees.

5.3. Restrictions: The Customer will not a) use the Services to develop similar or competing products or services; b) reverse engineer, decompile, disassemble, or modify the Services; c) attempt to discover the Services’ source code, object code, underlying structure, know-how, or algorithms; d) create derivative works of the Services; e) copy any element of the Services; or f) remove, obscure, or modify any proprietary or other notices in the Services. The Customer agrees to indemnify the Company for any damage, loss, and expense regarding the preceding violations.

6. INTELLECTUAL PROPERTY RIGHTS

6.1. Intellectual Property Rights and Ownership: Except as expressly outlined in this Agreement, neither Party grants any rights or licenses to the other. The Services, encompassing content, information, and copies, are protected by copyright and intellectual property laws. The Company retains all rights, title, and interest in the Services, underlying software, and all improvements, updates, modifications, and enhancements thereof, including all intellectual property rights, copyrights, trade secrets, trademarks, service marks, goodwill, and confidential and proprietary information. The Customer will not acquire any ownership rights in these assets.

6.2. Feedback: Should the Customer provide feedback about the Services (“Feedback”), the Company may use it without restriction.

7. WARRANTIES AND INDEMNIFICATION

7.1. Warranties: Each Party represents and warrants that a) they have the legal power and authority to enter into and perform this Agreement; b) their execution and performance will not violate any other agreement to which they are a party; and c) they will comply with all applicable laws in connection with their performance under this Agreement.

7.2. Acknowledgement of Service Limitations: The Parties acknowledge that the Services, being complex and technology-driven, may be subject to certain limitations, delays, and other unforeseen issues impacting the Services, that may arise beyond the Company’s control. The Services are provided “as is” and “as available” without any warranties or conditions of any kind. The Company does not guarantee any specific conversion rate improvements, advertising efficiency gains, revenue uplift, or other measurable business outcomes, as these may depend on external factors beyond the Company’s control, including but not limited to the Customer’s Web Store structure, traffic quality, and marketing strategies. The Customer acknowledges that all AI-driven insights, recommendations, and performance metrics provided by the Services are for informational purposes only, and the Customer assumes full responsibility for the implementation and interpretation of such data.

7.3. Indemnification: Each Party will defend, indemnify, and hold the other Party (including its officers, directors, employees, representatives, resellers, referrals, affiliates, and agents) harmless against third-party claims, losses, liabilities, damages, costs, or expenses, arising from or related to their breach or alleged breach of this Agreement.

7.4. Limitation of Liability: The Parties mutually agree that, regardless of the nature of the claim or the form of action, the Company’s total liability to the Customer arising from or related to this Agreement or the provision of the Services shall not exceed the total amount of fees paid by the Customer to the Company, as outlined in the Agreement.

8. CONFIDENTIAL INFORMATION AND NON DISCLOSURE

8.1. Confidential Information: Confidential Information refers to all software, documentation, data, code, algorithms, designs, inventions, business methods, innovations, and all administrative, commercial, financial, and technical information, whether disclosed in writing, verbally, or electronically by one Party to the other Party. Confidential Information also includes Customer Data as defined under this Agreement, as well as any other proprietary or non-public business-related information shared during the course of this Agreement. Information that is publicly available, independently developed without reliance on disclosed materials, or lawfully obtained from a third party without confidentiality obligations shall not be considered Confidential Information.

8.2. Obligations of the Parties: Each Party agrees, declares, and undertakes to maintain the confidentiality of all Confidential Information received from the other Party and to use it solely for fulfilling its obligations under this Agreement. The receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing Party. The receiving Party shall take reasonable measures to protect the secrecy of the Confidential Information, ensuring that it is not used, copied, or shared beyond what is strictly necessary for the execution of this Agreement. The receiving Party shall apply at least the same level of care that it employs to protect its own confidential information of a similar nature.

8.3. Non-Disclosure of Customer Data & GDPR Exemption: The Company solely accesses and processes Customer Data as defined under this Agreement and does not collect, store, or process any personal data. As no personal data is involved in the provision of Services, the Company is fully exempt from data protection regulations such as the General Data Protection Regulation (GDPR) or any similar legislation. The Customer remains solely responsible for ensuring that its own use of the Services and Customer Data complies with all applicable data protection laws and regulations. The Company bears no liability for the Customer’s legal obligations regarding data privacy compliance.

8.4. Legal Disclosure Exceptions: If the receiving Party is required to disclose any Confidential Information due to a valid and binding legal obligation, court order, or regulatory requirement, it shall, if legally permissible, provide the disclosing Party with prompt written notice to allow for protective measures to be taken. In such cases, the receiving Party shall disclose only the minimum required information and shall continue to protect all other Confidential Information as far as legally possible.

8.5. Deletion of Confidential Information: Upon termination of this Agreement, each Party shall cease using the other Party’s Confidential Information and, within 30 (thirty) days, delete any retained Confidential Information, except where retention is required for legal, regulatory, or compliance purposes. Any retained Confidential Information shall remain subject to the confidentiality obligations in this Agreement.

9. TERM AND TERMINATION

9.1. Term: This Agreement is effective as of the Effective Date and continues for an initial term of 1 (one) year (“Term”). It will automatically renew for successive 1 (one) year periods unless either Party provides notice of non-renewal at least 30 (thirty) days before the current Term ends.

9.2. Termination: Either Party may terminate this Agreement if the other Party fails to cure a material breach of the Agreement within 15 (fifteen) days after receiving notice of such breach.

9.3. Survival: Following termination, sections 4.3. Restrictions; 5.2. Payment of Fees; 5.3. Restrictions; 6. Intellectual Property Rights; 7.3. Indemnification; 7.4. Limitation of Liability; 8. Confidential Information and Non-Disclosure; 9.3. Survival, 10. General Provisions and all other essential parts of the Agreement will continue to remain in effect.

10. GENERAL PROVISIONS

10.1. Independent Contractors: The Parties are independent contractors. This Agreement does not constitute either Party as a partner of the other or create any other form of legal association that would give either Party the express or implied right, power, or authority to create any duty or obligation on behalf of the other Party.

10.2. Entire Agreement: This Agreement constitutes the entire, complete, and exclusive agreement between the Parties, superseding all prior written or oral agreements, contracts, and communications concerning the subject matter hereof.

10.3. Amendment: No modification or amendment to this Agreement, in whole or part, will be effective without the written consent of both Parties.

10.4. Assignment: Neither Party may assign, transfer, or license this Agreement to third parties without the other Party’s written consent.

10.5. Severability: If any provision of this Agreement is held to be void, invalid, illegal, or unenforceable, it will be severed from the Agreement. The remaining provisions will continue in full force and effect. The Parties will negotiate in good faith to substitute a valid, legal, and enforceable provision for the invalid, illegal, or unenforceable provision.

10.6. Delays or Omissions: No delay or omission in exercising any right upon a breach of this Agreement by the other Party will impair such right, nor will it be construed as a waiver of the breach.

10.7. Force Majeure: Force Majeure encompasses extraordinary events and factors beyond the Parties’ reasonable control, including but not limited to wars, acts of terrorism, strikes, civil commotions, embargoes, natural disasters, pandemics, quarantine restrictions, internet failures, or events or factors caused by government agencies, business partners, trading partners, or service providers. Neither Party will be liable for any delay or failure in performing their rights and obligations, directly or indirectly caused by Force Majeure, for the duration of such Force Majeure.

10.8. Notifications: All notifications under this Agreement must be in writing and will be considered sufficiently made if a) personally delivered against signature; b) sent to the Parties’ registered addresses by overnight courier with tracking capability or by certified mail; or c) sent by email with return receipt.

10.9. Provision of Services by Entities Under Common Control: The Company reserves the right to provide the Services described in this Agreement either directly or through its wholly owned subsidiaries, affiliates, or other entities under common control. Such provision shall not alter the scope, quality, or terms of the Services provided under this Agreement. In the event of a merger, acquisition, or other corporate restructuring involving the Company or any entity providing the Services under this Agreement, this Agreement shall remain in full force and effect and shall be binding upon and inure to the benefit of the Company’s successor or assign, provided that such successor or assign agrees to honor the terms of this Agreement.

10.10. Governing Law and Dispute Resolution: This Agreement will be governed by the laws of the State of Delaware, without regard to conflict of law provisions. Any dispute arising from this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will take place in Dover, Delaware, United States of America.

AUTHORIZED SIGNATURES

Company: ******

Reseller: ******

Customer: ******