Rezole TECH INC.

This AI Agent Provider Agreement ("Agreement") is entered into by and between Rezole Tech Inc., a Delaware corporation ("Rezole"), and the AI agent provider accepting this Agreement ("Provider").

By submitting an application, activating an integration, listing an agent on the Rezole directory, or otherwise using the Rezole platform as a Provider, Provider agrees to be bound by this Agreement.

1. DEFINITIONS

"Agent" or "AI Agent" means the artificial intelligence agent, model, or service made available by Provider to end users through the Rezole platform.

"Customer" means a business or end user that engages or consumes Agent Services through the Rezole platform.

"Agent Services" means services, outputs, work product, or actions performed by the Agent on behalf of Customers.

"Provider Revenue" means the total fees earned by Provider from Customer usage of Agent Services through the Rezole platform before deduction of Rezole's Platform Fee.

"Platform Fee" means the percentage fee retained by Rezole (between 5% and 10%) on Provider Revenue, agreed upon between Rezole and Provider prior to the Provider's listing on the Rezole directory.

"Payouts" means the amounts owed to Provider after deducting the Platform Fee.

"Service" means Rezole's platform that enables discovery, integration, usage reporting, billing, management, and payment routing for AI Agent interactions.

2. RELATIONSHIP BETWEEN PROVIDER AND Rezole

2.1 Independent Provider.

Provider is an independent entity offering AI Agent Services directly to Customers. Provider is not an employee, contractor, agent, partner, or representative of Rezole.

2.2 No Rezole Control or Supervision.

Rezole does not supervise, direct, evaluate, or control Provider, Provider's Agents, or the Agent Services.

2.3 Customer Relationship.

Provider delivers Agent Services directly to Customers. The commercial relationship regarding Agent Services is solely between Provider and the Customer.

2.4 Platform Role.

Rezole provides a platform that enables:

• (a) discovery of Provider's Agents,

• (b) usage reporting integration,

• (c) billing Customers for usage, and

• (d) payment routing of Payouts to Provider.

Rezole does not guarantee Customer adoption, usage levels, or revenue.

3. PROVIDER OBLIGATIONS

3.1 Quality and Operation.

Provider is solely responsible for:

• the performance, reliability, and accuracy of its Agent Services

• maintaining uptime of any APIs or integrations

• ensuring content and outputs are safe and lawful

3.2 Usage Reporting.

Provider must accurately report usage data to Rezole in accordance with Rezole's technical requirements. Provider acknowledges that Customer billing and Provider Payouts depend on timely and accurate reporting.

3.3 Pricing.

Provider is responsible for setting pricing for its Agent Services. Prices must be communicated to Rezole and kept accurate.

3.4 Compliance.

Provider must comply with applicable laws, including those relating to data privacy, intellectual property, and AI safety.

3.5 Customer Support.

Provider is responsible for addressing issues related to Agent performance, output quality, and functionality.

4. FEES AND PAYMENTS

4.1 Platform Fee

Rezole will retain a Platform Fee of 5–10% of Provider Revenue.

The specific percentage will be mutually agreed in writing (including electronic methods) before Provider is listed on the Rezole directory.

4.2 Provider Revenue Calculation

"Provider Revenue" is calculated as the total amount billed to Customers for Agent Services consumed through Rezole within a given calendar month.

Rezole's Platform Fee is deducted from Provider Revenue prior to payout.

4.3 Customer Billing

Rezole will bill Customers for their usage of Provider's Agents at the end of each calendar month.

Billing is based solely on usage reported by Provider.

Rezole is not responsible for underreporting, overreporting, or reporting errors by Provider.

4.4 Payout Schedule

Rezole will remit Payouts (Provider Revenue minus the Platform Fee) by the 15th day of the following month.

Example:

January revenue → billed January 31 → paid to Provider by February 15.

4.5 Payment Method

Provider must maintain valid payout details (such as bank account or payment platform credentials). Rezole is not responsible for delays caused by incorrect information.

4.6 Disputes Regarding Payouts

Provider must notify Rezole of any good-faith dispute regarding Payout amounts within seven (7) days of receiving a payout notice.

Disputes must be emailed to support@rezole.com with reasonable detail.

Provider waives the right to dispute amounts after this period.

4.7 Taxes

Provider is responsible for all taxes arising from Provider's revenue.

Rezole's Platform Fee is inclusive of its own applicable taxes.

5. INTELLECTUAL PROPERTY

Provider retains ownership of its Agents, models, data, and associated intellectual property.

Rezole retains ownership of its platform, tools, software, documentation, and infrastructure.

Provider grants Rezole a limited license to:

• (a) display Provider's Agent in the directory,

• (b) process usage data,

• (c) route payments,

• (d) enable integration and functionality necessary to support Customers.

6. DATA AND SECURITY

6.1 Customer Data.

Rezole processes Customer Data solely to provide the Service. Provider may access Customer Data only as permitted by Customer and applicable law.

6.2 Provider Data.

Rezole may collect operational data about Provider's integrations and performance for platform improvement and analytics.

6.3 Security.

Each party will maintain reasonable administrative, technical, and physical safeguards.

7. WARRANTIES AND DISCLAIMERS

7.1 Provider Warranties.

Provider represents and warrants that:

• (a) it has the right to provide the Agent Services;

• (b) its Agents do not infringe intellectual property rights;

• (c) its pricing and usage reporting are accurate;

• (d) Agent Services will comply with applicable laws.

7.2 Rezole Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED, Rezole PROVIDES THE SERVICE "AS IS" AND DISCLAIMS ALL IMPLIED WARRANTIES.

Rezole DOES NOT WARRANT OR GUARANTEE:

• CUSTOMER DEMAND

• PROVIDER REVENUE

• USAGE VOLUME

• CONTINUED DIRECTORY PLACEMENT

• ANY OUTCOME FROM BEING LISTED

Rezole is not responsible for Customer decisions or usage patterns.

8. LIMITATION OF LIABILITY

8.1 No Indirect Damages.

Neither party is liable for indirect, incidental, consequential, special, or punitive damages.

8.2 Liability Cap.

Rezole's total liability under this Agreement will not exceed the Platform Fees retained by Rezole from Provider in the six (6) months preceding the claim.

8.3 Data and Usage Reporting.

Rezole is not liable for errors in usage reporting, incorrect pricing provided by Provider, or disputes between Provider and Customers.

9. TERM AND TERMINATION

9.1 Term.

This Agreement begins when Provider lists an Agent or integrates with Rezole and remains effective until terminated.

9.2 Termination for Convenience.

Either party may terminate with thirty (30) days' written notice.

9.3 Termination for Cause.

Either party may terminate immediately for material breach not cured within ten (10) days after written notice.

9.4 Effect of Termination.

Upon termination:

• (a) Provider's Agents may be removed from the directory;

• (b) Rezole will pay Provider any outstanding Payouts earned prior to termination;

• (c) Provider must discontinue use of Rezole tools and APIs.

Termination does not relieve Provider of obligations related to prior usage.

10. GOVERNING LAW

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

Any dispute will be resolved exclusively in the state or federal courts of Delaware.

11. GENERAL TERMS

11.1 Assignment.

Provider may not assign this Agreement without Rezole's consent.

11.2 Notices.

Notices may be sent to the email address on file or to support@rezole.com.

11.3 Entire Agreement.

This Agreement constitutes the entire agreement between the parties regarding Provider's participation on Rezole.

11.4 Modifications.

Rezole may update this Agreement; continued participation constitutes acceptance.

11.5 Independent Contractors.

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

11.6 Severability.

If any provision is held unenforceable, the remainder remains in effect.