Aberrant

Effective starting: 11/03/2025

This 360 Aberrant Reseller Agreement (the “Agreement”) is entered into by and between 360 Advanced Aberrant, Inc. (“360 Aberrant” or “we”), a United States of America corporation (TIN #: 99-2623895), and the applicable reseller (“Reseller” or “you”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent. By placing an Order for 360 Aberrant’s Offerings to resell to a Customer, you indicate your assent to be bound by this Agreement. If you do not agree to the terms of this Agreement, do not place an Order to resell the 360 Aberrant Offerings. Individually, either the Reseller or 360 Aberrant may be referred to as a “Party” and, together, 360 Aberrant and Reseller may be referred to as the “Parties.”

1. INTRODUCTION

This Agreement sets forth the terms and conditions that apply to Reseller’s placement of any Orders for resale of 360 Aberrant’s Offerings to a Customer.

2. DEFINITIONS

2.1. “Active” means having an active reseller agreement in good standing without breach.

2.2 “Affiliate” means an entity that, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a Party, where “ownership” means the beneficial ownership of fifty percent (50%) or more of an entity’s voting equity securities or other equivalent voting interests and “control” means the power to direct the management or affairs of an entity.

2.3. “Anti-Corruption Laws” means all anti-bribery and anti-corruption laws and regulations binding on a Party’s business in connection with the performance of its obligations or exercise of its rights under this Agreement, including the United States Foreign Corrupt Practices Act, U.K. Bribery Act 2010 and the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions.

2.4. “Applicable Data Protection Law” means any privacy and/or data protection laws, regulations and binding guidance that apply to the processing of Personal Data in connection with the respective Party’s performance under this Agreement, or to the privacy of electronic communications, including, to the extent applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), Directive 2002/58/EC, the California Consumer Privacy Act, as may be amended from time to time (“CCPA”) and any legislation or regulations implementing, replacing, amending or made pursuant to such laws.

2.5. “Brand Elements” means the trademarks, service marks, names, logos, marketing collateral or similar materials provided by a 360 Aberrant for use under this Agreement.

2.6. “Customer” means an end-user customer of an Offering.

2.7. “Customer Contract” means a binding agreement between 360 Aberrant (directly or through a Reseller) and a Customer governing the Customer’s purchase, subscription, or use of one or more Offerings. A Customer Contract specifies the applicable Software Subscription License, pricing, and Scope of Use, and establishes the agreed-upon subscription term—typically three (3) years—during which the Customer is authorized to use the Offerings in accordance with the Terms of Use.

2.8. “Effective Date” means the date on which you place an Order to resell the Offerings to a Customer pursuant to this Agreement.

2.9. “Existing Customer” means a customer that, as of the date of the Reseller’s referral or sale, already maintains an active contract for Offerings with 360 Aberrant.

2.10. “List Price” means the retail list price of the Offerings as displayed at: https://www.aberrant.io/pricing (as amended from time to time by 360 Aberrant and as may be specific to the Customer’s country), in each case at the time Reseller places an Order.

2.11. “Offerings” means 360 Aberrant’s products and services, including those as described at: https://www.aberrant.io/ and as modified from time to time.

2.12. “Order” means an order for the Offerings submitted by Reseller hereunder, on behalf of a Customer, using the quote or other standard ordering process designated by 360 Aberrant.

2.13. “Personal Data” means, as applicable, “personal data” as defined under GDPR, “personal information” as defined under CCPA, or any other personal data or personal information protected by laws and processed by a Party as set forth under this Agreement.

2.14. “Privacy Policy” means 360 Aberrant’s Privacy Policy available at: https://www.aberrant.io/legal/privacy-policy.

2.15. “Reseller” means the individual or entity authorized under this Agreement to purchase, market, promote, and resell the Product(s) provided by 360 Aberrant to End Users. The Reseller acts as an independent contractor and not as an agent, partner, or representative of 360 Aberrant, and shall have no authority to bind or make commitments on behalf of 360 Aberrant unless expressly authorized in writing.

2.16. “Scope of Use” means a Customer’s authorized Scope of Use for the Offerings specified in an Order, which may include:

(a) number and type of users,

(b) number of licenses, copies or instances or

2.17. “Software Subscription License” means a time-limited, non-exclusive, non-transferable right granted to a Customer under a Customer Contract to access and use specified Offerings during the applicable subscription term, solely in accordance with the Terms of Use and the Customer’s Scope of Use. A Software Subscription License does not convey any ownership interest in the Offerings and remains subject to all restrictions set forth in this Agreement.

2.18. “Terms of Use” means the standard Aberrant terms governing the Customer’s access to and use of the Offerings, as available at https://www.aberrant.io/legal/terms-of-use, as amended from time to time.

3. RESELLER RIGHTS AND RESTRICTIONS

3.1. Resale of Offerings.

(a) Limited Right to Resell Offerings. Subject to all of the terms and conditions of this Agreement, during the Term, 360 Aberrant grants to Reseller a one-time, non-exclusive right to resell licenses or subscriptions (as applicable) to the Offerings directly to Customers, for the Customer’s own use (i) within the applicable Scope of Use and (ii) pursuant to the Terms of Use. All resales are subject to Reseller’s submission and 360 Aberrant’s acceptance of the applicable Order in accordance with Section 7 (Orders and Payment).

(b) No Indirect Sales. Reseller’s rights under this Agreement are non-transferable and non-sublicensable. Reseller may not resell the Offerings to any third party for further resale (no tiers or sub-resellers), redistribution, sharing, or other transfer. Nor may Reseller resell any Offerings except pursuant to Orders directly with 360 Aberrant in accordance with this Agreement (e.g., Reseller may not resell Offerings purchased from other 360 Aberrant resellers).

(c) 360 Aberrant-Provided Offerings. For clarity, Reseller will not act as a sub-licensor or provider of the Offerings and has no right to rebrand, reframe, operate or control the Offerings. However, as to each Customer, Reseller will be solely responsible for ongoing account-related activities such as billing, collecting fees and refunds as further set forth in Section 7 (Orders and Payment).

3.2. License Restrictions. Reseller will not, and will not permit any third party to:

(a) sell, provide access to, distribute or sublicense the Offerings to a third party except as expressly authorized in this Agreement;

(b) incorporate the Offerings into Reseller’s products or services or resell the Offerings on a bundled or OEM basis (but this does not prohibit Reseller from listing Offerings with Reseller or third-party products on a quote or invoice provided to Customers);

(c) use the Offerings for Reseller’s own benefit, or on behalf of, or to provide any product or service to, third parties (but this does not limit any separate Reseller access to Offerings under Section 5.1 (Access Through Customer Accounts));

(d) use the Offerings to develop a similar or competing product or service;

(e) reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to the Offerings, except to the extent expressly permitted by applicable law (and then only with prior notice to 360 Aberrant);

(f) modify or create derivative works of the Offerings;

(g) copy any element of the Offerings; or

(h) remove, obscure or modify in any way any proprietary or other notices or attributions in the Offerings.

Without limiting the foregoing, Reseller may not market, advertise or resell the Offerings through any online store, except to the extent such restriction is prohibited by applicable law.

3.3. Identification as Reseller. During the Term, subject to this Agreement and any quality standards and usage guidelines that 360 Aberrant specifically prescribes, 360 Aberrant grants Reseller the right to use 360 Aberrant’s Brand Elements solely in connection with identifying yourself as a 360 Aberrant “Reseller” in connection with your authorized resale of the Offerings. Reseller will not advertise or market 360 Aberrant’s Offerings without clearly identifying 360 Aberrant as the developer or provider of such Offerings. Reseller will promptly cease any use of 360 Aberrant’s Brand Elements upon request. At no time during or after the Term will Reseller

(a) register or acquire any domain names that contain any terms that are the same or similar to the Offerings or 360 Aberrant’s domains,

(b) challenge or assist others to challenge 360 Aberrant’s trademark rights in the Brand Elements or the registration thereof,

(d) use the Brand Elements except as expressly permitted in this Agreement. Reseller acknowledges that any unauthorized use of 360 Aberrant’s Brand Elements will constitute a material breach of this Agreement.

Except as authorized herein, neither 360 Aberrant nor Reseller may make any public announcement or other public disclosure about this Agreement or 360 Aberrant and Reseller’s relationship under this Agreement without obtaining the prior written approval of the other.

3.4. Non-Exclusive. The rights granted to Reseller hereunder are non-exclusive and nothing under this Agreement will be deemed to prohibit 360 Aberrant from entering into any reseller, end-user license, services or other agreement with any party anywhere in the world either during or after the Term.

3.5. Affiliates and Contractors. 360 Aberrant may permit its Affiliates and subcontractors to exercise its rights and fulfill its obligations under this Agreement, but remains responsible for its overall performance under this Agreement.

4. CONDUCT AND OBLIGATIONS

4.1. Reseller Conduct. Reseller will represent 360 Aberrant and the Offerings in a positive and professional manner at all times. Reseller shall ensure that any personnel who will be performing activities under this Agreement, prior to such performance, have satisfactorily completed a background investigation, reasonable for the given role, and subject to applicable law. Reseller will not

(a) disparage the Offerings,

(b) represent itself as an agent or employee of 360 Aberrant,

(c) engage in any misleading, deceptive, illegal, or unethical conduct in connection with its performance under this Agreement, or

(d) make any representations, guarantees, warranties or commitments regarding the Offerings:

(i) in addition to or inconsistent with those in the product descriptions provided by 360 Aberrant with respect to the Offerings or

(ii) on 360 Aberrant’s behalf.

If Reseller breaches this Section 4.1, without limiting its other remedies, 360 Aberrant may terminate this Agreement with 10 days’ prior notice.

4.2. Terms of Use and Warranties. Each Customer’s access to and use of the Offerings is subject to the applicable Terms of Use. Agreement with Terms of Use is implicit at the time of purchase or use of the Offerings. Reseller agrees to immediately notify 360 Aberrant of any known or suspected breach of a Terms of Use or other unauthorized use of the Offerings and to assist 360 Aberrant in the enforcement of the Terms of Use. 360 Aberrant makes any warranties regarding the Offerings directly to the Customer as set forth in the Terms of Use, and any refund provided as a remedy for such warranties will be provided in accordance with Section 7.7 (Customer Refunds and Service Credits). For clarity, Reseller has no authority to (and may not) alter, remove or negotiate the Terms of Use.

4.3. Reseller Services. Reseller has no rights under this Agreement to provide training or other services to Customer in connection with their use of the Offerings.

5. RESELLER ACCESS TO OFFERINGS

If Reseller receives access to Offerings directly from a Customer (e.g., in Reseller’s capacity as a contractor of Customer), then Reseller’s access or use of any Offering on behalf of a Customer will remain subject to the applicable Terms of Use between 360 Aberrant and such Customer, with Reseller as an “Authorized User” (or other applicable end user) of such Customer under the Terms of Use.

6. OWNERSHIP

6.1. Reservation of Rights and Ownership. Neither Party grants the other Party any rights or licenses not expressly set forth in this Agreement. The Offerings (including any content or information contained therein) and all copies thereof are protected by copyright and other intellectual property laws and treaties. 360 Aberrant and its suppliers have and will retain all rights, title and interest (including all patent rights, copyrights, trade secret rights, trademarks, service marks, related goodwill and confidential and proprietary information) in and to its Brand Elements (including all goodwill arising from their use), the Offerings, any underlying software and all copies, improvements, updates, modifications and enhancements of the foregoing (including any changes which incorporate any Feedback, as defined in Section 6.2 (Feedback)), and Reseller does not acquire any rights of ownership in any of the foregoing. Notwithstanding any use of terms such as “purchase”, “sale” or likewise hereunder, all Offerings are offered by 360 Aberrant on a license or subscription basis only.

6.2. Feedback. If the Reseller provides 360 Aberrant with feedback about the Offerings (“Feedback”), 360 Aberrant may use the feedback without restriction. For clarity, this use right applies to any Feedback Reseller submits to 360 Aberrant that was originally provided to Reseller by a Customer. All Feedback is provided “AS IS”.

6.3. Development. This Agreement does not grant any rights to 360 Aberrant’s Developer Platform. The Parties will not conduct any joint development under this Agreement.

7. ORDERS AND PAYMENT

7.1. Orders. In order to resell an Offering and prior to committing to provide an Offering to any Customer, Reseller must place an Order with 360 Aberrant specifying the Offerings that Reseller will resell, the applicable Customer and corresponding contact information, and the Customer’s Scope of Use. Any Order placed by Reseller must correspond to an applicable order form by Customer for the Offerings and associated Scope of Use. Any additional or different terms in Reseller’s order form with the Customer will not be binding upon 360 Aberrant and Reseller will be solely liable for any claims arising from such terms. Accepted Orders are non-cancellable by Reseller, except to the extent otherwise set forth herein or in an Order. 360 Aberrant may collect and use certain data and information in connection with Reseller’s placement of an Order in accordance with the Privacy Policy.

7.2. Price. Each Order will set forth the Offerings and List Price. Reseller will pay all amounts due under this Agreement in United States Dollars, unless 360 Aberrant designates another currency at the time of the Order.

7.3 Invoicing. Payment is due within forty-five (45) days after the submission of an Order by a Reseller. In the event of a late payment, the Reseller agrees to pay a late charge of 1% per month or the maximum interest permitted by law, whichever is lower.

7.4. Customer Pricing; Collection. Reseller will independently determine the pricing at which it offers the Offerings to Customers. Reseller will be solely responsible for collecting all fees from Customers. 360 Aberrant reserves the right to cancel or suspend provision of the Offerings with respect to any Customer if it fails to receive payment from Reseller with respect to such Customer.

7.5. Delivery. 360 Aberrant will deliver license keys, access keys or login or other instructions for access to the Offerings directly to the Customer contact specified in Reseller’s Order in accordance with our standard delivery procedures. 360 Aberrant will not deliver any Offerings covered by an Order to Reseller.

7.6. Taxes. Amounts payable by Reseller under this Agreement for Offerings exclude any taxes or duties payable in respect of the Offerings in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by 360 Aberrant, Reseller must pay to 360 Aberrant the amount of such taxes or duties in addition to any amounts owed under this Agreement for the Offering at the time of the Order. Notwithstanding the foregoing, Reseller may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In such event, Reseller may provide to 360 Aberrant any such exemption information, and 360 Aberrant will use reasonable efforts to provide such invoicing documents as may enable Reseller to obtain a refund or credit for the amount so paid by 360 Aberrant from any relevant revenue authority, if such a refund or credit is available. However, 360 Aberrant will have no refund or credit obligation itself under this Section 7.6.

7.7. Records and Audit. Reseller will maintain complete, clear and accurate records of its transactions and performance under this Agreement. With at least ten (10) business days’ prior written notice, during normal business hours, Reseller will permit 360 Aberrant or its representative to audit Reseller’s records to ensure Reseller’s compliance with this Agreement. Reseller will maintain all records required under this Agreement for at least 3 years following expiration or termination of the Agreement.

7.8. Customer Refunds and Service Credits. If a Customer submits for a refund or service credit, Reseller will promptly notify 360 Aberrant and provide 360 Aberrant with evidence of the Customer’s request. 360 Aberrant may, in its sole discretion:

(a) issue the appropriate refund or service credit directly to the Customer in lieu of a refund or service credit to Reseller or

(b) issue the refund or service credit to Reseller, which refund or service credit Reseller will promptly revert to the Customer. Other than as set forth in this Section 7.8, 360 Aberrant will not issue any refunds or service credits to Reseller under this Agreement.

8. Commissions and Fees

8.1 Limitations:

(a) No commission or fee will be payable by 360 Aberrant to Reseller in connection with any sale of Services or Products to Existing Customers of 360 Aberrant.

(b) No commission or fee will be payable by 360 Aberrant to Reseller in connection with any sale of any Services or Products, or any related charges such as sales or use tax, which provide no net margin to 360 Aberrant.

(c) Upon the termination of a Customer Contract by the Customer or 360 Aberrant, no further commissions or fees shall be owed or paid to Reseller under such Customer Contract.

8.2 Commissions: Subject to Section 8.1 and the other terms of this Agreement, 360 Aberrant shall pay a commission to Reseller in accordance with Schedule A, attached hereto and incorporated herein by this reference, for each Qualified Closed Business Opportunity.

8.3 Fees. Reference Schedule A for applicable fees.

8.4 Chargebacks and Offsets. If, notwithstanding Section 8.1(c), 360 Aberrant chooses to pay a commission or fee to Reseller before it is owed to Reseller (i.e., before 360 Aberrant receives payment in full from the Customer as described above) then 360 Aberrant may charge back to Reseller the pro-rated amount of such commission or fee in the event the Customer:

(a) fails to pay 360 Aberrant (defined as accounts receivable of greater than ninety (90) days); or

(b) terminates its Customer Contract with 360 Aberrant without cause within the initial term of the Customer Contract.

360 Aberrant reserves the right to, without notice, set off against any commissions or fees payable to Reseller hereunder any amount due to 360 Aberrant by Reseller, including, without limitation, the amount of any previous commissions paid in error and the amount of any chargebacks permitted pursuant to this Agreement.

8.5 Negotiation of Commission and Fee Structure. 360 Aberrant may propose changes to commission or fee terms in connection with a new business opportunity. Any such changes will be effective only if agreed to in writing by both Parties.

8.6 Requirement to Remain Active. Payments on recurring revenue will continue for the entirety of the initial term of the applicable Customer Contract in accordance with the terms of this Agreement. Continued payments during any renewal periods of a Customer Contract are subject to Reseller remaining Active prior to the applicable renewal period. In the event that Reseller is not Active at the time the Customer Contract is renewed, any recurring commissions from the initial term of such Customer Contract will be terminated. The Parties may renegotiate this Agreement if Reseller becomes inactive, however, under no circumstances will any commission stream earned prior to Reseller becoming inactive be reinstated.

8.7 Commission Payment Timing. 360 Aberrant will pay Reseller any earned commissions within thirty (30) days after 360 Aberrant’s receipt of full payment for the corresponding Order, provided that Reseller remains Active and in good standing under this Agreement at the time of payment. No commission shall be due or payable for any Order for which payment has not been received by 360 Aberrant.

9. WARRANTIES AND DISCLAIMER

9.1. Warranties. Reseller represents and warrants that

(a) it has the legal power and authority to enter into and perform its obligations under this Agreement,

(b) its execution and performance of this Agreement will not violate any other agreement to which it is a party, and

(c) it will comply with all laws applicable to its business in connection with its performance under this Agreement, including Applicable Data Protection Laws, import and export compliance laws and regulations and Anti-Corruption Laws, and will not give, offer or promise any item of value to any official, person or entity in violation of Anti-Corruption Laws.

9.2. Disclaimer. The OFFERINGS, ANY SUPPORT AND ALL OTHER SERVICES ARE PROVIDED HEREUNDER “AS IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

10. Indemnification

10.1. Indemnification by Reseller. Reseller will defend, indemnify and hold harmless 360 Aberrant and its officers, directors, employees, representatives and agents from and against any third-party claim brought against such 360 Aberrant parties, and any resulting losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees), to the extent arising from or relating to:

(a) your breach or alleged breach of this Agreement or your conduct in connection with resale or marketing of the Offerings,

(b) your issuance of any warranty or representation regarding 360 Aberrant or its Offerings not specified in the Terms of Use, or

10.2. Procedures. Reseller’s obligations in this Section 10 are subject to receiving

(a) prompt written notice of the claim,

(b) the exclusive right to control and direct the investigation, defense and settlement of the claim and

(c) all reasonably necessary cooperation of the indemnified Party, at the indemnifying Party’s expense for reasonable out-of-pocket costs.

The indemnifying Party may not settle a claim without the indemnified Party’s prior written consent (not to be unreasonably withheld) if the settlement would require the indemnified Party to admit fault or take or refrain from taking any action (other than ceasing use or sale of infringing materials, when 360 Aberrant is the indemnifying Party). The indemnified Party may participate in the defense of any claim with its own counsel at its own expense.

11. CONFIDENTIAL INFORMATION

11.1. Definition. “Confidential Information” means information disclosed under this Agreement that is designated by the disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. 360 Aberrant’s Confidential Information includes the terms and conditions of this Agreement, the Offerings, any technical or performance information about the Offerings, any non-public documentation provided by 360 Aberrant and any new product information regarding the Offerings.

11.2. Obligations. As receiving Party, each Party will

(a) hold the disclosing Party’s Confidential Information in confidence and not disclose such Confidential Information to third parties except as permitted in this Agreement and

(b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement.

The receiving Party may disclose the disclosing Party’s Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 10 and they are bound to confidentiality obligations no less protective than this Section 10.

11.3. Exclusions. These confidentiality obligations do not apply to information that the receiving Party can document

(a) is or becomes public knowledge through no fault of the receiving Party,

(b) it rightfully knew or possessed prior to receipt under this Agreement,

(d) it independently developed without using the disclosing Party’s Confidential Information.

The receiving Party may disclose the disclosing Party’s Confidential Information if required by law, subpoena or court order, provided, if permitted by law, it notifies the disclosing Party in advance.

11.4. Remedies. Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Each Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 10.

12. TERM AND TERMINATION

12.1. Term. This Agreement is effective as of the Effective Date and continues for an initial term of 12 months and will renew for successive 12-month periods to the extent there is an active Order, unless either Party gives the other Party notice of non-renewal at least 30 days before the current term ends (the “Term”).

12.2. Termination. Either Party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice; provided, however, that such termination shall not affect any active Customer Contracts or Orders accepted prior to the effective date of termination. Either Party may also terminate this Agreement or an applicable Order if the other Party fails to cure a material breach of this Agreement within 15 days after notice of such breach. Upon notice, 360 Aberrant may suspend Reseller’s participation as a reseller for breach of this Agreement or may terminate this Agreement if 360 Aberrant ceases to offer the 360 Aberrant Reseller Program or determines that termination is necessary to comply with laws or to avoid liability or harm to its services, reputation, Customers or users. Except where an exclusive remedy may be specified in this Agreement, termination is not an exclusive remedy, and the exercise by either Party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

12.3. Consequences of Termination. Upon any expiration or termination of this Agreement, Reseller will

(a) cease to be an authorized reseller of Offerings,

(b) immediately cease all advertising, marketing and other resale activities with respect to the Offerings,

(c) cease use of the Offerings to the extent permitted under the Agreement, and any Brand Elements or other 360 Aberrant resources provided under this Agreement and destroy any and all copies of such Offerings and Brand Elements,

(d) immediately pay 360 Aberrant any outstanding unpaid amounts and

(e) pay 360 Aberrant the amounts, if any, which come due under any Order accepted prior to the date of termination as such amounts come due.

In addition, upon any expiration or termination of this Agreement, each Party will return or destroy (at the other Party’s option) any Confidential Information of the other Party in its possession or control, provided that each Party may maintain reasonable copies to the extent required by applicable law or for archiving purposes in accordance with its record retention policies.

12.4. Terms of Use. Any Customer licenses or subscriptions granted prior to the termination of the Agreement will survive in accordance with the terms of the applicable Terms of Use, provided that in no event may such licenses be extended or renewed without the prior written consent of 360 Aberrant. The Parties agree to continue cooperating to carry out an orderly termination of their relationship, and to the extent a Customer desires to purchase Offerings (including renewals and increasing user tiers) following termination of the Agreement, Reseller will refer the Customer to 360 Aberrant and fully cooperate with 360 Aberrant in connection therewith. 360 Aberrant will have no liability to Reseller of any type arising from termination of this Agreement in accordance with its terms. To the extent a Customer notifies Reseller or 360 Aberrant that it wishes to terminate an order with Reseller prior to the Subscription Term End Date as set forth in such order with Reseller in accordance with the Customer's terms with the Reseller, and purchase Offerings through another 360 Aberrant reseller or 360 Aberrant, then Reseller agrees to reasonably cooperate with 360 Aberrant in transferring applicable access or other requisite rights to the Offerings under the terminated Order to Customer or Customer’s selected alternate reseller.

12.5. Survival. Sections 2 (Definitions), 3.2 (License Restrictions), 3.3 (Non-Exclusive), 4.3 (Reseller Services), 6 (Ownership), 7.2 (Price), 7.3 (Invoicing) (with respect to payment obligations accrued as of the date of expiration or any termination), 7.6 (Taxes), 7.7 (Records and Audit), 7.8 (Customer Refunds and Service Credits), 9.2 (Disclaimer), 10 (Indemnification), 11 (Confidential Information), 12 (Term and Termination), 13 (Limitation of Liability), 14 (Dispute Resolution), 16 (Changes to Agreement) and 17 (General Provisions) will survive any termination of this Agreement.

13. LIMITATION OF LIABILITY

13.1. Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS SUPPLIERS OR AFFILIATES) WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13.2. Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S (AND ITS SUPPLIERS’ AND AFFILIATES’) AGGREGATE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY RESELLER TO 360 ABERRANT WITH RESPECT TO THE ORDER THAT IS THE SUBJECT OF THIS AGREEMENT.

13.3. Excluded Claims. “Excluded Claims” means (a) Reseller’s breach of Sections 3 (Reseller Rights and Restrictions), 4 (Conduct and Obligations), (b) amounts payable to third parties by Reseller under Section 10 (Indemnification) or (c) either Party’s breach of Section 11 (Confidential Information).

13.4. Nature of Claims and Failure of Essential Purpose. The parties agree that the waivers and limitations specified in this Section 13 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

14. DISPUTE RESOLUTION

14.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of Florida and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in Tampa, Florida, and both parties submit to the personal jurisdiction of those courts.

14.2. Injunctive Relief; Enforcement. Notwithstanding Section 14.1 (Governing Law; Jurisdiction and Venue), nothing in this Agreement will prevent either Party from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.

15. EXPORT RESTRICTIONS

Reseller agrees to comply with all relevant U.S. and foreign export and import laws in using the Offerings. Without limiting the foregoing,

(a) Reseller represents and warrants that it is not, and that it will not market or resell the Offerings to any party that is, listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and

(b) Reseller will not (and will not permit any of its users to) access or use the Offerings in violation of any U.S. export embargo, prohibition or restriction or with any information controlled under the U.S. International Traffic in Arms Regulations.

16. CHANGES TO AGREEMENT

Changes will not apply retroactively and will govern only Orders placed after the updated Agreement’s effective date.

17. GENERAL PROVISIONS

17.1. Contact Information. Except as otherwise set out in this Agreement, please direct your communications concerning this Agreement to info@aberrant.io. 360 Aberrant may send you notices to your email address that is on file with 360 Aberrant, which you have provided when placing an Order, or through your 360 Aberrant account.

17.2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, internet or utility failures, refusal of government license, pandemic or natural disaster.

17.3. Assignment. Neither Party may assign or transfer this Agreement without the other Party’s prior written consent. As an exception to the foregoing, either Party may assign this Agreement in its entirety to an Affiliate, or to its successor resulting from a merger, acquisition or sale of all or substantially all of its assets or voting securities, provided that the assignee is financially and technically able to, and agrees in writing to, assume all of assignor’s obligations under this Agreement. Any attempt to transfer or assign this Agreement except as expressly authorized above will be null and void. Subject to the foregoing, this Agreement will inure to the Parties’ permitted successors and assigns.

17.4. Entire Agreement. This Agreement constitutes the entire, complete and exclusive agreement between the Parties and supersedes all previous agreements or representations, oral or written, relating to the subject matter hereof. In the event of conflict or inconsistency between any such terms and conditions, the following order of precedence will apply: 1) the Order, 2) this Agreement and 3) any other terms or documentation attached hereto or referenced herein. Except for an Order executed by 360 Aberrant, no purchase order or ordering documents which purports to modify or supplement this Agreement will add to or vary the terms of this Agreement.

17.5. Waivers; Severability. No failure or delay by the injured Party to this Agreement in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity. Waivers must be signed by the waiving Party’s authorized representative and cannot be implied from conduct. If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect.

17.6. Interpretation. As used herein, “including” (and its variants) means “including without limitation” (and its variants), and “hereunder” refers to this Agreement in its entirety. Headings are for convenience only. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions will continue in full force and effect.

17.7. Independent Contractors. The Parties are independent contractors. This Agreement will not be construed as constituting either Party as a partner of the other or to 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 of the other Party.

18. NULLIFICATION OF PREVIOUS AGREEMENTS

This reseller agreement supersedes any previous reseller agreement rendering any and all previous reseller agreements invalid.