Business Partner Agreement PRODUCT & SERVICE RESALE AGREEMENT ENTERED INTO BY AND BETWEEN: Intellihost Pty Ltd Registration Number: 2015/112607/07 (Hereinafter referred to as “Intellihost”) AND Registration Number: / / (Hereinafter referred to as “The Business Partner”) WHEREAS Intellihost is the author and designer and vendor of Cloud and Hosting services and products (hereinafter referred to as “Products”) and therefore the contractual partner to The Business Partner. AND WHEREAS The Business Partner shall be entitled to purchase the Products from Intellihost for the purpose of reselling or to establish the contact for the sale of the Products to final customers. AND WHEREAS Intellihost grants The Business Partner certain rights within the framework of the Terms and Conditions contained in this document. This Agreement consists of the Cover Page and the Terms and Conditions (Collectively hereinafter referred to as “This Agreement”). In addition to the terms as set out in This Agreement, The Business Partner acknowledges that the products and services provided are subject to terms and conditions, our privacy policy and acceptable user policies as expressed on our website as well as ISPA’s Codes of Conduct and Service Terms and Conditions and can be found at https://legal.intelli.host/site/legal/termsandconditions. The Business Partner acknowledges that they are responsible for making these terms and conditions, our privacy policy and acceptable user policies available to their clients and obtaining acceptance there-of. Unless a customer has entered into a re-sale agreement with Intellihost, the resale of the Product is not permitted. THEREFORE, and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy, and sufficiency of which are hereby acknowledged, Intellihost and The Business Partner, intending to be legally bound, hereby agree as follows: 1. DEFINITIONS 1.1 “Business Partner” means a systems integrator, a web host, a technical consultant, an application service provider, or any other entity that obtains Products from Intellihost for re-sale. 1.2 “Reseller Control Panel” (hereinafter referred to as “Cloud Server / Domains Manger” means the portal, administered by Intellihost and dedicated to its Business Partners to administer their customers, products and services. 1.3 “Words Importing the Singular” Unless elsewhere otherwise expressly provided or unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.5 “Direct client” means an end user signed up with Intellihost directly who does not resell Intellihost products and services. 1.6 “White labelling” means the removal of the Intellihost brand as far as it is within the control of Intellihost to do so. 1.7 “Services” means the provision of internet connectivity through the Intellihost systems, customer support and any other professional services supplied by Intellihost to a client 2. APPOINTMENT & LEGAL POSITION OF THE RESELLER 2.1 Intellihost hereby appoints The Business Partner as a non-exclusive reseller for the Products offered through the Cloud Server. 2.2 The Business Partner shall act as an independent commercial agent whereby he establishes the contact for the sale of the Products to final customers. 2.3 A Business Partner may promote, market, and resell Products to end user customers at their own discretion and cost, likewise Intellihost promotional offers to Intellihost direct clients are separate to offerings to Business Partners. 2.4 Not all products and services offered to Intellihost direct clients will be made available to Business Partners due to contractual constraints with third party providers. 2.5 Additional features offered by the RCP, such as reporting, accounting services and product management, are offered as a best effort service and are used by the Business Partner as a value-added tool and as such Intellihost will not be liable for any losses or damages incurred should any technical issues be experienced during the use of such facilities. Intellihost endeavors to maintain a high level of availability and optimal functionality of these features. 2.6 The Business Partner shall be responsible for his own debt collection. 2.7 The Business Partner shall not, without the prior approval from Intellihost, appoint sub-resellers, resellers, or agents to market, sell or lease Intellihost products. 2.8 The Business Partner acknowledges that it is not always possible for Intellihost to entirely white label all aspects of all products due to technical limitations on such products as well as contracted third-party systems being used. 2.9 Warranties: The Business Partner shall 2.9.1 Conduct business in a manner that always reflects favorably on the Product services and the good name, good will, and reputation of Intellihost: 2.9.2 Promote proper use of the Products; 2.9.3 Avoid false, deceptive, misleading, or unethical practices that are or might be detrimental to Intellihost, the Products or the public; 2.9.4 Not make any representation, warranty, or guarantee to customers or to other third parties with respect to the specifications, features, or capabilities of the Products that are inconsistent with that published by Intellihost. 2.10 The Business Partner knows to offer or provision certain services, an agreement between the Business Partner and the relevant third party has to be concluded. The Terms and Conditions of the relevant third party will apply to such an agreement. The Business Partner authorizes Intellihost to enter into the relevant agreement with the third party on behalf of the Business Partner. (This will refer to services such as domains). 3. REVOCATION Intellihost reserves the right to remove, replace or change any products and services offered as deemed necessary from time to time. Intellihost endeavors to notify the Business Partner of such changes in advance when able to do so. 4. PRODUCTS, PRICING AND PAYMENTS 4.1 The Business Partner shall be entitled to resell all products available on the RCP. 4.2 All products and services are sold as best effort services and are subject to the terms and conditions, warranties, acceptable user policies and regulations as stipulated, and accepted upon purchase, on our website. 4.3 Pricing will be as indicated on the RCP on any given date and is subject to change. Intellihost reserves the right to change prices and shall give the reseller at least 30 days’ written notice of such price changes. 4.4 The Business Partner agrees to pay Intellihost no later than the LAST day of every month, as proforma invoices are always available on the RCP indicating the amount that is payable provided that no further service changes are made on services. 4.5 The Business Partner shall be obliged to continue to pay for all services during any dispute resolution process. No payment due by the Business Partner shall be withheld on account of a pending dispute, to keep all contracted services active. Any charge recorded on an invoice which is disputed, will be credited to the Business Partner’s account on conclusion of an investigation, if the resolution of the dispute is in favor of the Business Partner. 4.6 Failure to make payment will result in all services being suspended on the 1st (First) day of the month. Overdue accounts will be subject to interest being charged at 2% per month on the total outstanding amount. Services will remain suspended until the outstanding payment(s) is (are) received in full. 4.7 The Business Partner shall be held liable for any reasonable costs for collection, tracing and/or legal fees incurred because of unpaid accounts. 4.8 Multiple services linked to one realm will be charged for individually. 4.9 Usage discrepancies will be resolved based on the accounting packets report provided by the Backbone Provider. 4.10 An initial Reseller Sign Up Fee of R999 will be invoiced upon profile creation and will need to be paid to activate the account. 5. SUPPORT 5.1 The Business Partner will offer first and second tier support to his clients. 5.2 Intellihost will offer 24 hour telephonic and email support to the Business Partner but will not support the Business Partner’s client. 6. INDEMNITY 6.1 The Business Partner shall indemnify Intellihost and its directors, officers, managers, agents, employees, successors and assigns from all third-party claims, suits, proceedings, judgments, damages, and costs (including reasonable attorneys’ fees and expenses) based on or arising out of: 6.1.1 The Business Partner’s breach of this Agreement, 6.1.2 The Business Partner’s customer’s breach of the Customer Agreement; or 6.1.3 The revocation of a product by Intellihost as per Section 3 hereof. 6.2 Intellihost shall indemnify the Business Partner and its directors, officers, managers, agents, employees, successors and assigns from all third-party claims, suits, proceedings, judgements, damages, and costs (including reasonable attorneys’ fees and expenses) based on the gross negligence or willful misconduct of Intellihost in performance of this Agreement. 7. TERM AND TERMINATION HEREOF 7.1 The contractual relationship shall commence upon the final date of all signatures hereto. 7.2 This agreement can be terminated by either party effective as of the end of the month subject to the period of notice set at 1 (one) calendar month. Termination of this agreement is to be submitted in writing, signed by the authorized signatory, to Intellihost and can be emailed to info@intelli.host. The Business Partner acknowledges that terminations sent to any other email address may not be processed. 7.3 Each party hereto shall be entitled to terminate this agreement, without the notice period set out in 7.2 above, should the trust existing between the parties hereto be impaired. Should such a breach occur, the offended party agrees to notify the offending party of said breach, in writing, within 14 (fourteen) days of the offence occurring. Failure to remedy such breach or pay such amount within 14 (fourteen) days of receipt of written notice, shall result in the immediate termination of this agreement. 7.4 The release of all custom realms shall be actioned upon settlement of all outstanding invoices. 7.5 In the event of a termination hereof, Intellihost agrees to refund any credit on the Business Partner’s account in full once the account has been reconciled with the accounting packets report from the backbone provider. 7.6 Force Majeure: Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such party, provided that the party relying upon this Section 7.6: 7.6.1 gives prompt written notice thereof; and 7.6.2 takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either party may immediately terminate this Agreement upon written notice. 8. SEVERABILITY If any term or other provision of this Agreement is determined by a court of competent jurisdiction, to be invalid, illegal, or incapable of being enforced by any rule of Law or public policy; all other terms, provisions and conditions of this Agreement, shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate, in good faith, to modify this Agreement so as to affect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated by the Merger Agreement and this Agreement are fulfilled to the extent possible. 9. CONFIDENTIALITY 9.1 Confidential Information Prior to and during the Term hereof, Intellihost may convey to the Business Partner proprietary and confidential information about Intellihost products, services strategy, and analysis. For the Term of this Agreement (including renewals) and for 3 (three) years thereafter, the Business Partner shall not disclose to any third party any such information marked CONFIDENTIAL, PROPRIETARY, STRICTLY PRIVATE, or INTERNAL DATA, or which, through not so marked, could reasonably be construed as confidential or sensitive, such as the terms of this Agreement (all collectively “Confidential Information”), nor shall it use any such Confidential Information for its own benefit, except as provided herein. Any reliance on such Confidential Information is at the Business Partner’s own risk. Nothing in this Section grants or implies any rights by license, estoppel, or otherwise. In the same way, Intellihost shall not disclose any confidential information conveyed to it by the Business Partner for the duration of this agreement and for 3 years thereafter. Confidential Information does not include information: 9.1.1 in the public domain at the time of disclosure or which enters the public domain after such disclosure through no fault of the Business Partner, 9.1.2 generally disclosed to third parties by Intellihost without restriction, 9.1.3 communicated to the Business Partner by a third party with the unrestricted right to do so, or 9.1.4 approved for release by Intellihost in writing. 9.2 Presentation & Planning Oral and visual presentations by Intellihost, describing Intellihost products and plans, business, and product plans, and any inspections thereof by the Business Partner or its personnel, shall all be deemed Confidential Information under this Agreement whether so marked or not. 10. WHOLE AGREEMENT This agreement contains the whole agreement between the parties in respect of the subject matter referred to and supersedes and previous understanding, arrangement, or agreement between the parties. The parties have not relied upon any statement or misrepresentation which is not expressly incorporated into this agreement. 11. DISPUTE RESOLUTION If any dispute arises out of or in connection with this Agreement, or related thereto, whether directly or indirectly, the Parties must refer the dispute for resolution firstly by way of negotiation and in the event of that failing, by way of mediation and in the event of that failing, by way of Arbitration. The reference to negotiation and mediation is a precondition to the parties having the dispute resolved by arbitration. A dispute within the meaning of this clause exists once one Party notifies the other in writing of the nature of the dispute and requires the resolution of the dispute in terms of this clause. Within 10 (ten) business days following such notification, the Parties shall seek an amicable resolution to such dispute by referring such dispute to designated representatives of each of the parties for their negotiation and resolution of the dispute. The representatives shall be authorized to resolve the dispute. In the event of the negotiation between the designated representatives not resulting in an agreement signed by the Parties resolving the dispute within 15 (fifteen) business days thereafter, the Parties must refer the dispute for resolution by way of mediation in accordance with the then current rules of the Arbitration Foundation of Southern Africa (“AFSA”). In the event of the mediation failing in terms of the rules of AFSA, the matter must, within 15 (fifteen) business days thereafter, be referred to arbitration. The periods for negotiation or mediation may be shortened or lengthened by written agreement between the parties. Each Party agrees that the Arbitration will be held by 1 (one) arbitrator appointed by agreement between the Parties, including any appeal against the arbitrator’s decision. If the Parties cannot agree on the arbitrator or appeal arbitrators within a period of 10 (ten) Business Days after the referral of the dispute to arbitration, the arbitrator and appeal arbitrators shall be appointed by the Secretariat of AFSA 12. ACCEPTANCE I, the undersigned, who confirms that I am duly authorized hereto, hereby accept, and understand that: 12.1 Should I /we fail to pay my/our account, I /we shall be held liable for any resultant collection, tracing, and/or legal fees. 12.2 Intellihost will be entitled to verify the information contained on the Business Partner form and make any enquiries it may deem necessary. Intellihost will also be entitled to furnish any information regarding the Business Partner’s account with Intellihost and his compliance with these conditions to any credit bureau / bank. 12.3 I/We hereby indemnify Intellihost against all damage, loss, claims or cost that may result from the work being done in connection with the connection and/or removal of the service. 12.4 Intellihost products and services are sold as a best effort service and do not carry any guaranteed throughput to the world wide web. 12.5 All products and services are subject to the terms and provisions and acceptable user policies listed on the Intellihost website.