Cloud Care Networks — Reseller Partner Agreement

1. Definitions

• "Activation Code" — a unique code Cloud Care issues that an End Customer uses to activate a Cloud Care wireless plan.
• "Active Line" — a Subscription that is live and current on its payments.
• "Cloud Care Materials" — the SIMs, Activation Codes, QR stickers, packaging, logos, and marketing assets we provide.
• "End Customer" — the person or business that activates and pays for a Subscription.
• "Kit" — the free starter materials we ship you (SIMs, "Activate your 5G Plan" QR stickers, packaging options, and Partner Portal access).
• "Partner Portal" — the online dashboard at cloudcarenetworks.com where you manage codes, activations, customers, earnings, and reorders.
• "Revenue Share" — the recurring compensation we pay you at the rate stated in your Partner Portal or onboarding confirmation.
• "SIM" — a physical or embedded SIM (including eSIM) that we pre-provision for the Program.
• "Subscription" — an End Customer's recurring Cloud Care wireless service plan.
• "Territory" — the United States, unless we agree otherwise in writing.
• "Your Devices" — the hardware you sell or distribute (hotspots, routers, tablets, phones, wearables, IoT devices, and the like) to which you attach Cloud Care SIMs and Activation Codes.

2. Your Appointment

Cloud Care appoints you, and you accept appointment, as a non-exclusive, non-transferable authorized Cloud Care Reseller Partner in the Territory to market and distribute the Program by attaching Cloud Care SIMs and Activation Codes to Your Devices and enabling End Customers to activate Subscriptions.

Your appointment is non-exclusive. Cloud Care may appoint other partners, sell directly, and market the Program through any channel. This Agreement does not grant any territory exclusivity, minimum volume, guaranteed order, or franchise.

You operate in your own name, at your own expense, as an independent business. You have no authority to bind Cloud Care, incur obligations for us, or make representations on our behalf beyond our then-current published materials.

3. How the Program Works

• We ship you a Kit at no charge. You attach a Cloud Care SIM and QR sticker to Your Devices, using our co-branded packaging or your own.
• Your End Customer scans the QR code, enters the Activation Code, and activates a Subscription — usually in minutes — with no long-term contract and no credit check.
• Cloud Care runs the carrier relationships, provisioning, billing, and customer support for connectivity. You never have to become a telecom company.
• You earn Revenue Share on the Subscriptions you originate, for as long as they remain Active.

4. What Cloud Care Provides

• A free starter Kit and reasonable reorders of SIMs and QR stickers while you are an active Partner in good standing under this Agreement.
• Access to the Partner Portal to mint and track codes, monitor activations, view your customers, track payouts, and place reorders.
• Carrier provisioning and network access across supported carriers (subject to carrier coverage and availability), billing of End Customers, and customer support for connectivity.
• Monthly Revenue Share and transparent payout statements.

Cloud Care may change plans, pricing, features, supported devices, carriers, Kit contents, and Partner Portal features from time to time. We will not reduce Revenue Share already earned on then-Active Lines.

5. Your Obligations

You agree to:

• Market the Program truthfully and only with Cloud Care's approved claims and materials, and not make guarantees about coverage, speed, or performance that we have not published.
• Attach Cloud Care SIMs and Activation Codes only to compatible, lawfully-sold Your Devices, and not tamper with, clone, reprogram, or reverse-engineer any SIM or code.
• Give End Customers accurate activation instructions along with our current plan terms and support contact.
• Keep SIMs and Activation Codes secure; not sell, transfer, or distribute them outside the Program or the Territory; and not stockpile beyond your reasonable business needs.
• Provide accurate business and contact information and keep it current.
• Comply with all applicable laws — including consumer-protection, advertising, anti-spam and telemarketing (such as the TCPA and CAN-SPAM), and privacy laws — and with any carrier acceptable-use requirements we pass through.
• Not use the Program for fraud, SIM-farming, unattended bulk resale to unknown parties, robocalling, or any prohibited, deceptive, or high-risk use.
• Cooperate with reasonable audit or verification requests if we have a good-faith concern about misuse.

You are solely responsible for the sale, pricing, warranty, fulfillment, and support of Your Devices. That is your business, and Cloud Care has no responsibility for it.

6. Revenue Share & Payment

• We pay you the Revenue Share stated in your Partner Portal or onboarding confirmation on each Active Line you originate, for each month it remains Active, beginning when the End Customer's first Subscription payment is collected.
• Revenue Share is calculated on the amounts Cloud Care actually collects for the Subscription. We pay monthly, in arrears, by your chosen payout method, on our normal payout schedule.
• We may withhold, offset, or claw back Revenue Share for refunds, chargebacks, cancellations, non-payment, fraud, or amounts paid in error. If a Subscription becomes inactive, Revenue Share stops for that line.
• No Revenue Share is owed on lines you did not originate, on hardware, or on taxes and regulatory fees.
• You are responsible for your own taxes on Revenue Share. Where required, Cloud Care will issue an IRS Form 1099 and you will provide a completed Form W-9.
• We may change the Revenue Share rate on a going-forward basis with reasonable notice; a change will not reduce Revenue Share already earned on then-Active Lines.

7. Pricing, Billing & the Customer Relationship

Cloud Care sets Subscription prices and is the merchant of record for Subscriptions. Cloud Care bills and collects from End Customers directly. You are not authorized to set, bill, or collect Subscription fees, or to represent that you provide the underlying wireless service.

For connectivity, the End Customer is Cloud Care's customer. You may keep your own relationship with the customer for the hardware you sold, but you will not interfere with, disparage, or divert the Subscription relationship, and you will not use information obtained through the Program to solicit End Customers to move their Cloud Care Subscription to a competing connectivity service.

8. Taxes

Each party is responsible for its own taxes. Taxes and regulatory fees on Subscriptions are handled by Cloud Care as merchant of record. You are responsible for taxes on your device sales and on your Revenue Share.

9. Marketing, Trademarks & Brand Use

Cloud Care grants you a limited, revocable, non-exclusive, non-transferable license to use the Cloud Care name, logos, and approved marketing materials solely to promote the Program during the term, following our brand guidelines.

You grant Cloud Care a similar limited license to use your name and logo to identify you as a Partner and for co-branded packaging, unless you tell us otherwise in writing.

Neither party may use the other's marks in a misleading way or imply an endorsement beyond the Program. Goodwill from use of a party's marks belongs to that party. On termination, each party will stop using the other's marks, except as reasonably needed to wind down.

10. Confidentiality

Each party may receive the other's non-public information, such as pricing, payout terms, customer data, business plans, and Partner Portal contents ("Confidential Information"). The receiving party will keep it confidential, use it only for the Program, and protect it with at least reasonable care.

Confidential Information does not include information that is or becomes public through no fault of the recipient, is independently developed without use of the other's information, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, giving prior notice where legally permitted. These obligations continue for three (3) years after termination — indefinitely for trade secrets.

11. Data & Privacy

End Customer personal data is handled under Cloud Care's Privacy Policy. You will collect and use End Customer data only as needed to fulfill activations and provide support, comply with applicable privacy laws, keep it secure, and not sell it or use it for unrelated marketing. You will promptly notify Cloud Care of any suspected security incident involving Program data.

12. Compliance with Laws

Each party will comply with all applicable laws, including anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), economic sanctions and export-control laws, consumer-protection laws, telemarketing and anti-spam laws, and carrier acceptable-use policies. You will not distribute Cloud Care Materials to sanctioned parties or for prohibited end-uses.

13. Term & Termination

• Term. This Agreement starts on the Effective Date and continues until terminated.
• Termination for convenience. Either party may terminate on thirty (30) days' prior written notice.
• Termination for cause. Either party may terminate immediately if the other materially breaches and does not cure within fifteen (15) days after written notice. Cloud Care may suspend or terminate immediately for fraud, illegal activity, a security or network risk, or violation of carrier requirements.
• Effect of termination. You will stop originating new activations, stop using Cloud Care SIMs, codes, and marks, and return or destroy unused Cloud Care Materials on request.
• Your Revenue Share after termination. If this Agreement ends for convenience or by your notice, you continue to earn Revenue Share on Active Lines you originated before termination for as long as they remain Active, subject to the clawbacks and payment terms above. If Cloud Care terminates for cause (your breach, fraud, or illegal conduct), all Revenue Share stops on the termination date.
• Suspension. Cloud Care may suspend your Partner Portal access, Kit reorders, or Revenue Share while it investigates suspected misuse.

14. Representations & Warranties

Each party represents that it has the authority to enter this Agreement and will perform its obligations lawfully and professionally. You further represent that your business information is accurate, that you sell Your Devices lawfully, and that you will follow this Agreement and Cloud Care's published policies.

15. Disclaimers

The Program, SIMs, network access, and Partner Portal are provided "as is" and "as available." Wireless coverage, speed, and availability depend on the underlying carriers and are not guaranteed. Except as expressly stated in this Agreement, Cloud Care disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

16. Limitation of Liability

Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or goodwill, even if advised of the possibility.

Except for a party's indemnification obligations, a breach of confidentiality, your misuse of SIMs or Activation Codes, or amounts owed under this Agreement, each party's total aggregate liability is limited to the greater of (a) the total Revenue Share paid to you in the six (6) months before the event giving rise to the claim, or (b) one thousand U.S. dollars ($1,000).

17. Indemnification

You will defend and indemnify Cloud Care against third-party claims arising from Your Devices, your marketing or statements made outside our approved materials, your breach of this Agreement or applicable law, or your misuse of SIMs or Activation Codes.

Cloud Care will defend and indemnify you against third-party claims that the Cloud Care Materials we provide, used as authorized, infringe a U.S. intellectual property right.

The indemnified party will give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. No settlement that admits fault or imposes an obligation on the other party may be made without that party's consent.

18. Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. Neither party may bind the other. You are responsible for your own personnel, expenses, and taxes.

19. Insurance

If you distribute at meaningful volume, you will maintain commercially reasonable insurance (such as commercial general liability) and provide proof of coverage on request.

20. Assignment

You may not assign this Agreement without Cloud Care's prior written consent. Cloud Care may assign it to an affiliate or in connection with a merger, financing, or sale of assets. This Agreement binds and benefits the parties' permitted successors and assigns.

21. Force Majeure

Neither party is liable for a delay or failure caused by events beyond its reasonable control, including carrier outages, acts of God, war, labor disputes, government action, and internet or utility failures. This does not excuse payment of amounts already collected.

22. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. The parties will first attempt to resolve any dispute informally for thirty (30) days.

Any dispute not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Illinois, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Disputes will be brought individually and not as a class or representative action.

As exceptions, either party may bring a claim in small-claims court, or seek injunctive relief for a violation of intellectual property or confidentiality obligations, in the state or federal courts located in Illinois, and each party consents to the jurisdiction of those courts for that purpose.

23. Changes to This Agreement

Cloud Care may update this Agreement. We will post the updated version and, for material changes, provide reasonable notice (such as by email or a Partner Portal notice). Your continued participation after the update's effective date means you accept it. If you do not agree, your remedy is to stop participating and terminate under Section 13.

24. Notices

Notices to Cloud Care may be sent to partners@cloudcarenetworks.com. Notices to you will be sent to the email or address in your Partner account. Notices are effective when sent to the address on file.

25. General

• Entire agreement. This Agreement, together with your Partner Portal terms, onboarding confirmation, and Cloud Care's published policies, is the entire agreement between the parties and supersedes prior discussions. In a conflict, a signed written order or schedule controls over this Agreement, and this Agreement controls over the Portal terms.
• Severability. If any provision is unenforceable, the rest remains in effect and the provision is modified to the minimum extent needed to make it enforceable.
• No waiver. A party's failure to enforce a right is not a waiver of it.
• Survival. Sections that by their nature should survive termination — including payment, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution — survive.
• Electronic acceptance. You agree that checking the acceptance box and typing your name is a valid electronic signature under the U.S. E-SIGN Act and Illinois law, and that this Agreement may be accepted and stored electronically.