AT-1 Reseller & MSP Partner Agreement (DRAFT — subject to counsel review)
This Reseller & MSP Partner Agreement (the “Agreement”) is entered into between AT-1 (the “Company”) and the partner accepting it (the “Partner”), and governs the Partner's appointment to market, resell, and provide AT-1 products as a managed service.
1. Appointment & Non-Exclusivity
The Company appoints the Partner as a non-exclusive reseller of the AT-1 products on the terms set out here. The appointment is by invitation, takes effect on activation, and grants no exclusivity in any product, customer, or market. The Company may appoint other partners and may sell directly.
2. Territory
Unless a territory is expressly stated in an order or addendum, the Partner may resell worldwide subject to applicable export controls and sanctions law. The Partner is responsible for compliance with the laws of each jurisdiction in which it markets or provisions the products.
3. Orders & Provisioning
The Partner provisions and manages its customers as tenants within the MSP portal. Each customer is onboarded under the Partner's account, and the Partner is responsible for the accuracy of the customer records and provisioning actions it performs. The Company provides the underlying platform and metering.
4. Pricing & Commission Tiers
The Partner earns a recurring commission on partner-sourced annual recurring revenue (ARR), calculated per customer. The default rate is 20% and steps up with the Partner's sourced ARR as follows:
- $0 – $10,000 sourced ARR: 20% recurring commission
- $10,000 – $50,000 sourced ARR: 30% recurring commission
- $50,000 – $250,000 sourced ARR: 35% recurring commission
- $250,000+ sourced ARR: 40% recurring commission
Commission rates are variable and may be adjusted by the Company on notice for future periods. The resale list price of each product (compression/storage billed per TB-compressed, the Ledger, the RNG Auditor, the Regulated Archive, and Diagnostics) is set by the Company and published from time to time.
5. Payment
Commission accrues on collected customer revenue and is paid on the Company's standard cycle. The Company may withhold or claw back commission attributable to refunds, chargebacks, or uncollected amounts.
6. Taxes
Each party is responsible for its own taxes. Amounts payable are exclusive of taxes; where the Company is required to collect tax, it will be added to the relevant invoice. The Partner is responsible for any taxes arising from its resale activities.
7. Trademarks & White-Label
The Partner may operate a white-labeled portal bearing its own logo and colors. Each party grants the other a limited, revocable, non-exclusive license to use its marks solely as needed to perform this Agreement. The Partner acquires no ownership in the Company's marks and will follow the Company's brand guidelines where the Company's marks are used.
8. Confidentiality
Each party will protect the other's confidential information with reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisors bound by similar obligations. These obligations survive termination.
9. Data Protection / GDPR
The parties will comply with applicable data-protection laws, including the GDPR where relevant. Where the Company processes personal data on the Partner's or a customer's behalf, it does so as a processor under a data-processing addendum. AT-1 products include per-subject cryptographic erasure to support right-to-erasure requests; the Partner is responsible for its lawful basis and for relaying valid requests.
10. Support Responsibilities
The Partner provides first-line support to its customers. The Company provides second-line support to the Partner and platform-level incident communication. Response targets, if any, are set out in a support addendum.
11. Term & Termination
This Agreement begins on activation and continues until terminated. Either party may terminate for convenience on prior written notice, or immediately for material breach that is not cured within a reasonable period. On termination, the Partner ceases marketing the products; recurring commission on existing customers continues only as expressly provided.
12. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, or consequential damages, and each party's aggregate liability is capped at the amounts paid or payable under this Agreement in the twelve months preceding the claim.
13. Warranty Disclaimer
The products are provided “as is.” Except as expressly stated, the Company disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. AT-1 integrity features are tamper-evident, not tamper-proof, and the Partner will not represent them otherwise.
14. Indemnity
Each party will indemnify the other against third-party claims arising from its own breach of this Agreement, its negligence, or its misrepresentation of the products. The Company will defend the Partner against claims that the products, as supplied, infringe a third party's intellectual-property rights.
15. Governing Law
This Agreement is governed by the laws of the jurisdiction stated in the executed version, without regard to conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the courts there.
16. Entire Agreement
This Agreement, together with any orders and addenda, is the entire agreement between the parties on its subject matter and supersedes prior discussions. Amendments must be in writing. If any provision is unenforceable, the remainder stays in effect.