Partner Program Agreement

2.1. Marketing Activities

1. Partner will bear all costs and expenses related to Partner's marketing or promotion of COZYROC or any COZYROC Related Entity, and, as applicable, Partner's Gems, Packages, or Partner's other products or services associated with Partner's participation in the Partner Program (collectively, "Partner Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by COZYROC in its sole discretion.

2. In no event will Partner engage in any Partner Marketing Activities except as expressly set forth in this Agreement. In the event that Partner has a list of emails where the individuals on the list have expressly elected to receive emails from Partner ("Opt-in List"), Partner may make a written request to COZYROC to send emails regarding the offering of COZYROC and COZYROC Related Entities to the individuals on the Opt-in List (and COZYROC may, in its sole discretion, allow Partner to send such emails). In conducting all Partner Marketing Activities, Partner will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and "spamming". Unless Partner has secured the consent of the applicable Partner first, Partner will not email any Partner whose email address they have received via COZYROC.

3. Without limiting the generality of Section 2.1.2, Partner will (i) not send any email regarding COZYROC or COZYROC Related Entities to any individual or entity that has not requested such information; (ii) always include Partner's contact information and "unsubscribe" information in any email regarding COZYROC, COZYROC Related Entities, the Service or the COZYROC Cloud platform; and (iii) not imply that such emails are being sent on behalf of COZYROC or COZYROC Related Entities.

4. A Partner will not (i) engage in any marketing methods with respect to COZYROC or COZYROC Related Entities, including but not limited to online and offline methods such as fax, broadcast, telemarketing, SMS/text message, email communications, social media or video platforms; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to COZYROC or COZYROC Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to COZYROC or COZYROC Related Entities; (iv) prior to the termination of this Agreement in accordance with its terms, target communications to Customers solely on the basis of the intended recipient being a Customer and with the intention of migrating Customers away from the Service; (v) copy, resemble or mirror the look and feel of COZYROC's websites, COZYROC Trademarks or Services or otherwise misrepresent Partner's affiliation with COZYROC or COZYROC Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of COZYROC or COZYROC Related Entities, including but not limited to using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to COZYROC or the Partner's services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy.

2.2. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Partner will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Partner to operate and to offer the products or services associated with Partner's participation in the Partner Program.

Partner represents and warrants that (i) none of the Partner, its subsidiaries, its directors, officers, or employees engaged with COZYROC is a Sanctioned Person or is owned or controlled by one or more Sanctioned Persons and (ii) Partner is not resident or located in or organized under the laws of an Unsupported Region. In the event that the Partner becomes aware or suspects that the foregoing representation and warranty may no longer be accurate, it will immediately notify COZYROC in writing.

Without limiting the foregoing, in performing its obligations and using the Services under this Agreement, the Partner agrees that Partner will not engage directly or indirectly in any activities or transactions that involve, relate to, or benefit a Sanctioned Person or Unsupported Region.

For the avoidance of doubt and without limiting COZYROC's general termination rights, by entering into this Agreement, Partner acknowledges that COZYROC reserves the unilateral right to terminate this Agreement with Partner with immediate effect via written notice in the event that COZYROC, in its sole discretion, determines that Partner (i) is or becomes a Sanctioned Person and/or (ii) is or becomes in breach of any of its representations, warranties, and/or covenants in this Section 2.2.

2.3. Partner Duty to Inform

Partner will promptly inform COZYROC of any information known to Partner that could reasonably lead to a claim, demand or liability of or against COZYROC or the COZYROC Related Entities by any third party.

2.4. Unauthorized and Prohibited Partner Activities

Without limiting the restrictions outlined elsewhere in this Agreement, Partners will not:

1. Prohibit reviews, limit the content, type of or forum for reviews, or solicit or permit reviews that are fake, inaccurate, irrelevant, misleading, being used improperly for commercial gain, posted in exchange for a financial or other gain, posted multiple times (whether from the same or more than one account), misleading as to the reviewer's identity or their connection to the Gem or Package being reviewed, or reviews that contain or link to prohibited or illegal content. Reviews on the COZYROC Cloud platform are meant to be unbiased, useful and trustworthy. COZYROC reserves the right to take any action it deems necessary in respect of a Partner engaged in any of this behaviour, including the right (but not the obligation) to remove or edit reviews;

2. Include code in any Gem or Package which performs any operations not related to the services provided by the Gem or Package, whether or not Partner has obtained Customer consent to do so, and whether or not the Gem or Package obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes: embedding or incorporating code into any Gem or Package which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining; using code that is intended to misrepresent website content to falsify SEO metrics; and injecting obfuscated code into into, or otherwise through, an Gem, Package, any Partner Program resource or activity, or the Service;

3. Develop or distribute the Gem or Package in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the COZYROC Acceptable Use Policy; or

4. Create multiple Gems or Packages that offer substantially the same services.

2.5. Gem / Package Requirements

1. All Gems and Packages may only be installed or otherwise initiated directly on or through the Service.

2. All Gems and Packages must comply with all laws applicable to it, are subject to approval and acceptance by COZYROC, and COZYROC retains the right to remove any Gem or Package from the COZYROC Cloud platform at any time for any reason.

3. Partners must at all times ensure compliance with the COZYROC guidelines.

4. Partners that alter the core functionality of a Gem or Package or make major changes to the features available through a Gem or Package must provide notice to Customers of the respective changes. COZYROC reserves the right to perform additional reviews and take appropriate actions, including but not limited to revoking approval and acceptance of a Gem or Package, when major changes alter the core functionality of the Gem or Package.

5. Partners that are no longer able to offer, maintain or support a Public Gem, must provide proper notice to Customers and follow the proper guidelines to unpublish the Public Gem.

2.6. Reporting and Audit

COZYROC will have the right to appoint an independent auditor approved by Partner, such approval not to be unreasonably withheld or delayed, under appropriate non-disclosure conditions, to audit Partner's records to confirm Partners' compliance with this Agreement. If such audit reveals non-compliance by Partner with the terms and conditions of this Agreement the independent auditor appointed by COZYROC will provide COZYROC and Partner with a report (along with supporting documentation) indicating the amount by which Partner has overstated or understated the payments due by Partner and any other failures by Partner to fulfill its obligations under the Agreement. Prompt adjustment will be made by the proper Party to compensate for any overpayments or underpayments disclosed by any such audit. COZYROC will bear all of the costs of any such audit, unless such audit reveals underpayment by, or overpayment to, Partner by more than five percent (5%) for the audited period, in which case, Partner will reimburse COZYROC for all of the reasonable costs of such audit. In addition to the foregoing audit rights, COZYROC will also have the right to use the capabilities of the Service to confirm the revenue associated with Gems or Package offered by the Partner.

2.7. Other Partner Terms

1. To access and use the Services, you must first register for a COZYROC Cloud Partner account.

2. If the Partner is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Partner activities. You confirm that you are becoming a Partner for the purposes of carrying on a business activity and not for any personal, household or family purpose.

3. To become a Partner, Partner must create a Partner Account by providing all information indicated as required. COZYROC may reject an application for a Partner Account for any reason, in its sole discretion. Each Partner Account must include a full legal name and a valid email address. Partner acknowledges that COZYROC will use the email address provided by Partner as the primary method for communication.

4. Partner is responsible for keeping its Partner Account password secure. COZYROC cannot and will not be liable for any loss or damage arising from Partner's failure to maintain the security of the Partner Account and password. COZYROC may request additional security measures at any time and reserves the right to adjust these requirements at its discretion.

5. If you sign up for a Partner Account on behalf of your employer, your employer will be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Partner is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Partner's employees, agents or subcontractors.

6. Partner acknowledges and agrees that Partner will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.

7. Partner acknowledges and agrees that COZYROC may amend this Agreement at any time by posting the relevant amended and restated Partner Program Agreement on COZYROC's website, available at https://cozyroc.cloud/partnership/terms and such amendments to the Agreement are effective as of the date of posting. If a significant change is made, COZYROC will provide reasonable notice by email. Partner's continued participation in the COZYROC Cloud Partner Program after the amended Partner Program Agreement is posted to COZYROC's website constitutes Partner's agreement to, and acceptance of, the amended Agreement. If Partner does not agree to any changes to the Agreement, Partner must terminate the Agreement by discontinuing its participation in the COZYROC Cloud Partner Program. Partner acknowledges and agrees that Partner's participation in the COZYROC Cloud Partner Program, including information transmitted to or stored by COZYROC, is governed by the COZYROC Privacy Policy found at https://cozyroc.cloud/AUP.

8. The Partner shall acknowledge and promptly respond to reasonable requests for information from COZYROC. From time to time, the Partner shall take such action and execute and deliver such documents as COZYROC reasonably requests. In addition and without limiting the foregoing, in the event that COZYROC contacts the Partner in connection with its Partner Account and requests acknowledgment or response to such communication, the Partner shall respond to COZYROC promptly.

3.1. Revenue Sharing

Subject to: (i) Partner's compliance with this Agreement, and (ii) the revenue sharing plan associated with a Partner's activities pursuant to the Partner Program, Partner will be entitled to receive certain fees from COZYROC and COZYROC will be entitled to receive certain fees from Partner (the "Fees"). The revenue sharing plan allocates revenue between COZYROC and a Partner whose Gem has been installed and subscribed to through the COZYROC Cloud. Unless otherwise indicated in this Agreement, in any Additional Terms, agreed to by COZYROC in writing or required by COZYROC from time to time, the revenue sharing plan will apply as follows:

1. A Partner owes COZYROC, thirty percent (30%) of the total revenue from the subscriptions to the Partner's Gems.

2. There are no additional fees for submitting Gems to the COZYROC Cloud Public Gallery.

3. Revenue share is calculated based on gross sales, not net sales.

3.2. Payment

1. Fees due to Partner will be calculated by COZYROC once per month upon receipt of payment from Customers, for every active Gem subscription due during the particular month.

2. COZYROC distributes Fees owing to its Partners and amounts due to Partner from Customers once per calendar month (a "Payment Period") during the second half of the month.

3. Any Fees payable by one Party to another Party that arise as the result of any activity under this Agreement shall be exclusive of Taxes. Such Taxes are in addition to any Fees. If you are exempt from payment of such Taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive such certificate. Partners are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Partners dealings with a Customer. If Taxes are not collected by COZYROC in respect of Fees or a Partner transaction with a Customer, Partner is responsible for determining if Taxes are payable on such transaction, and if so, paying Taxes to the appropriate tax authorities. Any Fees owing to COZYROC by Partner shall be free and clear of, and without deduction or withholding for, any withholding taxes of any taxing jurisdictions. If withholding taxes must be withheld from the Fees owing to COZYROC, such Fees shall be increased such that the amount received by COZYROC is the same as it would have been if no withholding taxes were withheld.

4. COZYROC will issue You an invoice for any Fees COZYROC is charging You. COZYROC will prepare an invoice, on Your behalf, to COZYROC for any Fees that COZYROC pays to you for referral activities. Invoices are generated when a payout is processed. You can't view invoices for pending transactions.

3.3. Additional Payment Information

1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by COZYROC during the period of investigation. COZYROC may also withhold payment if Partner fails to provide COZYROC with information that is required to make payment.

2. Notwithstanding anything to the contrary in this Agreement, COZYROC will not be responsible to pay any Fees:

   • related to amounts that have been refunded to Customers by COZYROC;

   • related to fraudulent sales;

   • related to revenues that have been subject to chargebacks;

3. If any Fees paid by COZYROC are subsequently discovered to be subject to one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, COZYROC will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Partner in error; or (b) set off the amounts described in Section 3.3 from payments due to Partner in future Payment Periods. If the Agreement is terminated before such amounts are fully repaid by Partner to COZYROC, Partner will pay to COZYROC the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

4. COZYROC reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Partner. Such notice will be provided by email. In the event of any disputes over Fees, COZYROC's determination will be final and binding.

4.1. Termination

1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.

2. Fraudulent or other unacceptable behaviour by Partner, including breach of the Acceptable Use Policy, as determined by COZYROC in its sole discretion, may result in one or more of the following actions being taken by COZYROC: (a) termination of Partner's affiliation with Customers within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.

3. COZYROC reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, COZYROC will provide reasonable notice by email.

4.2. Consequences of Termination

1. Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control; (b) Partner will immediately cease displaying any COZYROC Trademarks on any Website or otherwise; and (c) all rights granted to Partner under this Agreement will immediately cease, including but not limited to the right of Partner to access the Partner Account or to receive any payments of Fees under this Agreement, unless otherwise determined by COZYROC in its sole discretion.

2. This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:

   • Section 1 (Definitions)

   • Section 2.6 (Reporting and Audit);

   • Section 5.3 (Proprietary Rights of COZYROC)

   • Section 6 (Confidentiality)

   • Section 7 (Disclaimer of Warranty)

   • Section 8 (Limitation of Liability and Indemnification)

   • Section 9 (General Provisions)

In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.

5.1. COZYROC Trademarks

During the term of this Agreement, COZYROC hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the COZYROC Trademarks solely as necessary to perform Partner's obligations under this Agreement. Partner acknowledges and agrees that: (a) it will use COZYROC's Trademarks only as permitted under this Agreement; (b) it will use the COZYROC Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by COZYROC in writing from time to time; (c) the COZYROC Trademarks are and will remain the sole property of COZYROC; (d) nothing in this Agreement will confer in Partner any right of ownership in the COZYROC Trademarks and all use thereof by Partner will inure to the benefit of COZYROC; (e) Partner will not, now or in the future, apply for or contest the validity of any COZYROC Trademarks; and (f) Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any COZYROC Trademarks.

5.2. Restrictions on Partner's Use of the COZYROC Trademarks

Notwithstanding Section 5.1, Partners will not:

use the COZYROC Trademarks or variations or misspellings thereof in Partner's business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services (including without limitation, in the name of any Gem or Package), unless granted express written permission by COZYROC in advance of each use; or purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the COZYROC Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the COZYROC Trademarks. Partner is strongly encouraged to add the COZYROC Trademarks as negative keywords to help prevent violation of this Section.

5.3. Proprietary Rights of COZYROC

To the extent that any ownership rights to COZYROC Property do not automatically vest in COZYROC under this Agreement or otherwise, and instead vest in the Partner, the Partner hereby irrevocably assigns and transfers to COZYROC, effective upon the creation of such COZYROC Property, all rights, title, and interest therein. This assignment includes all associated rights to enforce such ownership, including the right to bring legal action and recover damages for past, present, and future infringements. Furthermore, the Partner expressly waives any applicable moral rights in connection with such COZYROC Property to the fullest extent permitted by law.

5.4. COZYROC's Use of Partner's Intellectual Property

Partner grants to COZYROC a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Partner's trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at COZYROC's discretion, COZYROC may use any such intellectual property for the purposes of promoting or marketing Partner, Partner's products or services, or as otherwise agreed to with Partner.

8.1. Limitation of Liability

COZYROC, and the COZYROC Related Entities, will have no liability with respect to the COZYROC Cloud Partner Program, the Service, the COZYROC Trademarks or COZYROC's obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the COZYROC Trademarks, or Partner's participation or inability to participate in the COZYROC Cloud Partner Program, even if COZYROC has been advised of the possibility of such damages. In any event, COZYROC's, and the COZYROC Related Entities', liability to Partner under this Agreement for any reason will be limited to the Fees paid to Partner by COZYROC during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Customer and a Partner is strictly between the Customer and the Partner, and neither COZYROC or the COZYROC Related Entities are obligated to intervene in any dispute arising between the Customer and the Partner. Under no circumstances will COZYROC, or the COZYROC Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner's relationship with any Customer. These limitations will apply even if COZYROC or the COZYROC Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

8.2. Partner Indemnification

Partner agrees to indemnify, defend and hold harmless COZYROC and any COZYROC Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an "Indemnified Party", and collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees (collectively, "claims"), to the extent that such claim is based upon or arises out of: (a) Partner's breach of any representation, warranty, obligation or covenant under this Agreement; (b) Partner's gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to COZYROC and COZYROC Related Entities granted by Partner to any Customer, prospective Partner or other third party; (d) Partner's breach of any term of this Agreement (including any documents it incorporates by reference) or a Customer Agreement; (e) any third party claim that Partner's products or services, including without limitation any Gem or Package infringes the intellectual property or other rights of a third party; (f) Partner Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Partner's products or services, including without limitation, any Gem or Package; (h) Partner's relationship with any Customer; and (i) any breach of applicable law by the Partner.

8.3. Notice of Indemnification

In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.

8.4. Non-exclusive remedies

In the event of any breach or threatened breach by Partner of any provision of Sections 2, 5 or 6 above, in addition to all other rights and remedies available to COZYROC under this Agreement and under applicable law, COZYROC will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner's access to the Partner Program, (c) receive a prompt refund of all amounts paid to Partner under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by COZYROC in connection with such violation, in accordance with the provisions of this Section 8.

9.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.

9.2. Independent Contractors

The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Customers and Partner, or as otherwise expressly stated in this Agreement, neither COZYROC or any COZYROC Related Entity is an agent, representative or related entity of the Partner. Neither COZYROC nor the Partner will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Partner expressly authorizes COZYROC to act on its behalf in this Agreement. For the avoidance of doubt, Partner expressly authorizes COZYROC to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Customer and Partner. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

9.3. Non-Exclusivity

Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.

9.4. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally, or by email to Partner's email address listed in the Partner Account, and to support@cozyroc.cloud; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid. Notice will be sent to the Partner at the address provided in the Partner Account, and to COZYROC at 4350 Lassiter at North Hills Ave, Raleigh, NC 27609, United States.

9.5. No Waiver

The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.

9.6. Entire Agreement

This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither COZYROC nor the Partner will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

This Agreement may be available in languages other than English. To the extent of any inconsistencies or conflicts between this English Agreement and the Agreements available in another language, the most current English version of the Agreement will prevail.

9.7. Assignment

All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. COZYROC will be permitted to assign this agreement without notice to or consent from Partner. Partner will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without COZYROC's prior written consent, to be given or withheld in COZYROC's sole discretion. Transfer can include acquisition, merger, change of control, or other forms of transfer. To submit a request for COZYROC's consent to assignment or transfer, contact COZYROC Support.

9.8. Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws of the state of North Carolina and the laws of the United States of America applicable therein, without regard to principles of conflicts of laws.

The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the state of North Carolina with respect to any dispute or claim arising out of or in connection with this Agreement.

9.9. Patent Non-Assertion

Partner and its affiliates covenant not to assert patent infringement claims against COZYROC, COZYROC Related Entities, or COZYROC products and services.

9.10. Competitive or Similar Materials

COZYROC is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner's products or services, including without limitation any Gem or Package, regardless of their similarity to Partner's products or services, provided that COZYROC does not use Partner's Confidential Information in so doing.

9.11. Feedback

If Partner provides any feedback (including identifying potential errors and improvements) to COZYROC concerning the Partner Program or any aspects of the Service ("Feedback"), Partner hereby assigns to COZYROC all right, title, and interest in and to the Feedback, and COZYROC is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Partner Program or the Service and to create other products and services. COZYROC will treat any Feedback as non-confidential and non-proprietary. Partner will not submit any Feedback that it considers confidential or proprietary.

9.12. Beta Services

From time to time, COZYROC may, in its sole discretion, invite Partner to use, on a trial basis, potential new services or features that are in development and not yet available to all Partners or Customers ("Beta Services"). Beta Services may be subject to additional terms and conditions, which COZYROC will provide to Partner prior to Partner's use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Confidential Information of COZYROC and subject to the confidentiality provisions of this Agreement. COZYROC makes no representations or warranties that the Beta Services will function. COZYROC may discontinue the Beta Services at any time in its sole discretion. COZYROC will have no liability for any harm or damage arising out of or in connection with a Beta Service.

9.13. Service Providers

Partner may work with service providers as necessary to facilitate Partner's performance under this Agreement. Partner acknowledges and agrees that Partner is responsible for all of its service providers' acts or omissions in relation to Partner's performance of the Agreement, and any act or omission by Partner's service provider amounting to a breach of this Agreement will be deemed to be a breach by Partner.

9.14. Industry Standards

If Partner has access to Customer Data, Partner: (i) will only use or store such information for the purpose of providing the Partner's services to the Customer to whom the Customer Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will only store such information for as long as reasonably necessary to provide the Partner's services to the Customer to whom the Customer Data relates; (iii) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (iv) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Partner's provision of the Partner's services; and (v) will notify COZYROC of any actual or suspected breach or compromise of Customer Data (a "Data Breach") immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to COZYROC Support via email to support@cozyroc.cloud. Upon learning of the Data Breach, at its own cost, Partner will: (A) promptly remedy the Data Breach to prevent any further loss of Customer Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to COZYROC, the COZYROC Related Entities or Customers; and (D) regularly communicate the progress of its investigation to COZYROC and cooperate to provide COZYROC with any additional requested information in a timely manner.

9.15. Severability

If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.