Partner Program Terms and Conditions

1. Program Overview

These terms (the "Terms") govern participation in the Sutton Partner Program (the "Program") operated by Digit Technologies, Inc. d/b/a Sutton ("Sutton," "we," or "us"). By applying to or participating in the Program, you ("Partner," "you") agree to be bound by these Terms. These Terms, together with any program policies referenced herein, constitute the entire agreement between Sutton and Partner regarding the Program.

2. Eligibility

To participate, Partner must:

• Be a legally formed business entity or registered sole proprietor in good standing in its jurisdiction;
• Have a relevant audience, customer base, or professional network in manufacturing, distribution, or adjacent industries; and
• Not be a direct competitor of Sutton or a current employee of Sutton.

Sutton may approve or reject any application at its sole discretion and may verify Partner's eligibility at any time.

3. Independent Contractor Relationship

Partner is an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between the parties. Partner has no authority to bind Sutton, make representations on Sutton's behalf beyond those expressly authorized, or incur obligations in Sutton's name. Partner is solely responsible for its own taxes, expenses, employees, and contractors.

4. Commissions

4.1 Rate. Partner earns a revenue share on Net Recurring Subscription Revenue (defined below) collected by Sutton from each Referred Client, as specified in a deal addendum. The revenue share percentage may vary by referral number, customer tier, or engagement type, and shall be documented in writing for each deal to create a permanent record. Commissions are earned for one (1) year from the date the Partner Agreement is signed. After one year, no further commissions are owed, regardless of whether the Referred Client continues their subscription with Sutton. Commissions also cease immediately upon termination of Partner's participation in the Program, subject to Section 10.3.

4.2 Net Recurring Subscription Revenue. "Net Recurring Subscription Revenue" means amounts actually collected by Sutton from a Referred Client for recurring subscription fees, less: (i) refunds, credits, and chargebacks; (ii) sales, use, value-added, and similar transaction taxes; and (iii) third-party payment processing fees attributable to that revenue. It excludes one-time fees, professional services fees, hardware, third-party pass-through charges, and any non-recurring revenue.

4.3 Payment Terms. Commissions accrue monthly on collected revenue and are paid within thirty (30) days after the end of each calendar month. Commissions are paid in U.S. dollars by ACH or such other method as Sutton reasonably designates. A minimum payout threshold of fifty U.S. dollars (USD $50) applies; balances below the threshold roll forward to subsequent months. Partner is responsible for providing accurate payment and tax information (including a completed Form W-9 or W-8, as applicable) before any commission is payable.

4.4 Forfeiture. Commissions are forfeited on amounts that are refunded, charged back, or otherwise reversed. Sutton may offset such amounts against future commissions.

4.5 Reporting and Audit. Sutton will provide Partner with a monthly commission statement identifying Referred Clients and amounts due. Partner may dispute any statement in writing within sixty (60) days of receipt; statements not disputed within that period are deemed accepted.

5. Attribution and Lead Registration

5.1 Registration. A lead is attributed to Partner only when registered through the Partner portal and confirmed by Sutton. Registration requires the lead's company name, primary contact, and a description of the introduction or relationship.

5.2 Eligibility for Attribution. A registered lead is eligible for attribution only if, at the time of registration, the lead is not (a) an existing Sutton customer, (b) an active opportunity in Sutton's CRM, or (c) a prospect with whom Sutton has had substantive sales contact within the prior twelve (12) months. Sutton will notify Partner within five (5) business days if a registered lead is ineligible.

5.3 Attribution Window. A confirmed registration remains valid for ninety (90) days. If the Referred Client does not enter into a paid subscription within that window, the registration expires and the lead becomes available for future registration by any partner (including the original Partner, who may re-register).

5.4 Conflicts. If two partners register the same lead, attribution goes to the first eligible registration confirmed by Sutton. Attribution decisions are final.

5.5 Good Faith. Partner may register only leads with whom Partner has a genuine professional relationship or has personally introduced to Sutton. Mass registration, speculative registration, or registration of leads without a real introduction is prohibited and grounds for immediate termination.

6. Partner Obligations

Partner agrees to:

• Represent Sutton accurately and in accordance with Sutton's brand and messaging guidelines, as updated from time to time;
• Make no false, misleading, or unauthorized claims about Sutton's products, pricing, roadmap, or customers;
• Disclose its status as a Sutton partner to prospective clients in any communication promoting Sutton;
• Refrain from spam, unsolicited bulk outreach, deceptive marketing, paid search bidding on Sutton's trademarks, or cybersquatting on domains incorporating Sutton's marks;
• Comply with all applicable laws, including those governing marketing, privacy, anti-bribery (including the U.S. Foreign Corrupt Practices Act), and export controls; and
• Not offer or pay any incentive, rebate, or kickback to a Referred Client's employees in exchange for the client's business with Sutton, except as Sutton has approved in writing.

7. Trademark License

Subject to these Terms, Sutton grants Partner a limited, non-exclusive, non-transferable, revocable license to use Sutton's name, logo, and approved marketing materials solely to promote the Program and refer leads to Sutton, in accordance with Sutton's brand guidelines. All goodwill arising from such use inures to Sutton. Partner acquires no ownership interest in Sutton's marks, and the license terminates automatically upon termination of Partner's participation.

8. Professional Services

Partners who provide implementation, onboarding, training, or ongoing support services to Referred Clients do so independently and charge their own fees. Sutton is not a party to any professional services arrangement between Partner and a client and disclaims responsibility for Partner's performance of such services. Partner will not represent that its services are provided, endorsed, or warranted by Sutton unless Sutton has agreed in writing.

9. Program Benefits

Active partners in good standing receive:

• A revenue share on Referred Clients, as specified in a deal addendum and subject to the terms set forth in Section 4, for a period of one (1) year from the Partner Agreement signing date;
• A free sandbox account for product demonstration and testing;
• Qualified lead sharing for partners who offer implementation or consulting services, at Sutton's discretion;
• Co-marketing opportunities including website and social media features, subject to mutual agreement; and
• Participation in product roadmap discussions and feedback sessions, subject to Section 11.

Benefits other than earned commissions are provided at Sutton's discretion and may be modified or withdrawn at any time.

10. Term and Termination

10.1 Term. These Terms take effect when Partner is accepted into the Program and continue until terminated.

10.2 Termination. Either party may terminate Partner's participation in the Program at any time, with or without cause, by providing thirty (30) days' written notice. Sutton may terminate immediately, without notice or trailing commissions, if Partner: (a) materially breaches these Terms; (b) violates Section 5.5 (good-faith registration), Section 6 (partner obligations), or Section 11 (confidentiality); (c) becomes insolvent or files for bankruptcy; or (d) engages in conduct that, in Sutton's reasonable judgment, damages Sutton's reputation or relationships.

10.3 Effect of Termination. Upon termination, commissions accrued through the termination date will be paid in the next regular commission cycle. Commissions on Referred Clients continue for thirty (30) days following the termination date, after which no further commissions are owed. Sections 3, 4.4, 7 (final sentence), 10.3, 11, 12, 13, 14, 15, and 16 survive termination.

11. Confidentiality

Partner may receive non-public information about Sutton's products, roadmap, pricing, customers, financials, or business operations ("Confidential Information"). Partner will (a) use Confidential Information solely to participate in the Program, (b) protect it with at least the same care it uses for its own confidential information (and no less than reasonable care), and (c) not disclose it to any third party without Sutton's prior written consent. Confidentiality obligations survive for three (3) years after termination, or indefinitely for trade secrets. Confidential Information does not include information that is or becomes public through no fault of Partner, was rightfully known to Partner without obligation of confidentiality before disclosure, or is independently developed by Partner without reference to Sutton's Confidential Information.

12. Data Protection

Each party will comply with applicable data protection laws (including GDPR and CCPA, where applicable) with respect to any personal data exchanged under the Program. Partner represents that it has a lawful basis to share lead contact information with Sutton and has provided any required notices to the individuals concerned. The parties will execute a data processing addendum if and as required by law.

13. Non-Circumvention

For the duration of Partner's participation and for twelve (12) months thereafter, Partner will not knowingly refer a lead that Sutton has declined for attribution to a direct competitor of Sutton for the purpose of circumventing this Program. Nothing in this section restricts Partner's ordinary business activities or its right to work with any client or vendor of its choosing outside the Program.

14. Program Changes

Sutton may modify these Terms, commission rates, or program benefits with thirty (30) days' prior written notice (which may be given by email or through the Partner portal). For Referred Clients onboarded before the effective date of a commission change, Partner will continue to receive commissions at the prior rate for those Referred Clients for so long as the Program would otherwise pay commissions under Section 4.1. Continued participation after the effective date of a change constitutes acceptance of the change.

15. Limitation of Liability

To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues, arising out of or related to the Program; and (b) each party's total liability to the other arising out of or related to the Program will not exceed the greater of (i) the total commissions paid or payable to Partner in the twelve (12) months preceding the claim, or (ii) one thousand U.S. dollars (USD $1,000). The foregoing limitations do not apply to Partner's breach of Section 7 (Trademark License), Section 11 (Confidentiality), or Partner's indemnification obligations, or to either party's gross negligence, willful misconduct, or fraud.

16. Indemnification

Partner will defend, indemnify, and hold harmless Sutton and its officers, directors, employees, and agents from any third-party claims, damages, or costs (including reasonable attorneys' fees) arising from (a) Partner's breach of these Terms, (b) Partner's misrepresentations regarding Sutton's products, (c) Partner's professional services to any client, or (d) Partner's violation of applicable law.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. The parties will attempt in good faith to resolve any dispute through informal negotiation for thirty (30) days before initiating formal proceedings. Any unresolved dispute will be brought exclusively in the state or federal courts located in Delaware, and the parties consent to personal jurisdiction and venue there. Each party waives any right to a jury trial.

18. General

18.1 Notices. Notices to Sutton must be sent to partners@digit-software.com. Notices to Partner may be sent to the email address on file in the Partner portal.

18.2 Assignment. Partner may not assign these Terms without Sutton's prior written consent. Sutton may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

18.3 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

18.4 Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect.

18.5 Waiver. No waiver is effective unless in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.

18.6 Entire Agreement. These Terms constitute the entire agreement between the parties regarding the Program and supersede all prior discussions and agreements on the subject.

19. Contact

Questions regarding the Program or these Terms may be directed to partners@digit-software.com.