TERMS & CONDITIONS

These Cardintel™ Partner Program Terms & Conditions (“Terms”) govern participation in the Cardintel™ Partner Program (“Program”) offered by Cardintel Technologies LLC (“Cardintel,” “Company,” “we,” “us,” or “our”).

By applying to, accessing, or participating in the Program, you (“Partner,” “you,” or “your”) acknowledge that you have read, understood, and agree to these Terms.

If you do not agree to these Terms, you may not participate in the Program.

1. PROGRAM PURPOSE

The Cardintel™ Partner Program is designed to enable approved businesses and independent sales professionals to promote, refer, sell, resell, distribute, or otherwise facilitate sales of Cardintel™ products and services.

Eligible participants may include:

Printing companies

Promotional-product companies

Marketing agencies

Independent sales representatives

Business consultants

Technology resellers

Distributors

Corporate solution providers

Authorized Cardintel™ resellers

Other businesses approved by Cardintel

Participation is subject to Cardintel approval.

2. PARTNER CATEGORIES

Cardintel may designate Partners into one or more categories, including:

Referral Partner

Introduces prospective customers to Cardintel and receives eligible referral compensation.

Sales Partner

Actively markets and sells Cardintel™ products and services.

Authorized Reseller

Purchases eligible Cardintel™ products at approved Partner pricing and resells them to customers.

Printing / Production Partner

Provides authorized printing, finishing, packaging, fulfillment, or related services.

Strategic Partner

Receives specially negotiated commercial arrangements based on volume, distribution, technology, or strategic relationships.

Cardintel may establish additional categories at its discretion.

3. APPLICATION AND APPROVAL

Submitting an application does not guarantee acceptance into the Program.

Cardintel may:

approve an application;

reject an application;

request additional information;

approve a different Partner category;

establish specific conditions of participation; or

revoke approval where permitted under these Terms.

Partners must provide accurate, complete, and current information.

Providing false, misleading, incomplete, or fraudulent information may result in immediate termination.

4. PARTNER ACCOUNT

Approved Partners may receive access to a Cardintel Partner account or Partner Portal.

Partner is responsible for:

maintaining accurate account information;

protecting account credentials;

preventing unauthorized access;

notifying Cardintel of suspected unauthorized access;

ensuring that authorized personnel use the account appropriately.

Partner shall not share account credentials except as expressly authorized by Cardintel.

5. PROGRAM BENEFITS

Depending on Partner category and tier, Cardintel may provide:

Partner pricing;

sales commissions;

referral commissions;

recurring revenue opportunities;

product samples;

sales materials;

marketing materials;

training;

technical resources;

deal registration;

customer referral tools;

Partner Portal access;

dedicated support;

co-marketing opportunities;

custom pricing;

volume incentives.

Benefits may vary by Partner category, product, volume, or geographic market.

6. PARTNER COMPENSATION

Partner compensation shall be determined according to the applicable Cardintel Partner Schedule, Partner Agreement, approved pricing schedule, or other written arrangement.

Potential compensation may include:

Referral Commissions

Compensation for qualifying customers referred to Cardintel.

Sales Commissions

Compensation for qualifying sales generated by Partner.

Reseller Margin

The difference between approved Partner acquisition pricing and Partner’s authorized resale price.

Recurring Revenue

Eligible recurring commissions associated with qualifying Cardintel subscriptions.

Volume Incentives

Additional benefits based on qualifying sales volume.

Cardintel is not obligated to provide every type of compensation to every Partner.

7. COMMISSION ELIGIBILITY

A commission is generally earned only when:

the customer is properly attributed to Partner;

the transaction qualifies under the applicable Partner program;

the customer completes payment;

the transaction is not canceled, refunded, reversed, or charged back; and

the Partner is in good standing.

Cardintel may establish product-specific commission rules.

8. EXCLUDED TRANSACTIONS

Unless specifically approved in writing, commissions may not apply to:

taxes;

shipping;

refunded transactions;

chargebacks;

canceled transactions;

disputed transactions;

promotional credits;

free products;

internal Cardintel purchases;

employee purchases;

existing Cardintel customers;

transactions attributed to another Partner;

unauthorized discounts;

fraudulent transactions.

9. COMMISSION PAYMENTS

Cardintel may establish payment schedules and minimum payment thresholds.

Unless otherwise stated in the applicable Partner Agreement:

commissions are calculated after qualifying customer payment;

refunds and chargebacks may reduce future commission payments;

unpaid customer invoices do not generate commission;

Partner is responsible for its own taxes;

Cardintel may require appropriate payment and tax information before issuing commissions.

Cardintel may correct accounting errors and adjust future payments accordingly.

10. RECURRING COMMISSIONS

Where offered, recurring commissions apply only to qualifying subscriptions and customers.

The applicable Partner Agreement or Partner Schedule will determine:

commission percentage;

duration;

qualifying products;

renewal eligibility;

cancellation treatment;

termination treatment.

Unless expressly stated otherwise, recurring commissions are not guaranteed for the lifetime of a customer.

11. DEAL REGISTRATION

Cardintel may provide a deal-registration system.

Partners may register prospective customer opportunities by submitting required information through the Partner Portal or another Cardintel-approved method.

A registered opportunity may receive protection for a specified period, such as ninety (90) days.

Deal protection is not guaranteed.

Cardintel may reject or remove a registration if:

the customer is already known to Cardintel;

another Partner previously registered the opportunity;

the information is inaccurate;

the opportunity is inactive;

the Partner is not meaningfully pursuing the opportunity;

the registration is fraudulent or abusive;

or other reasonable circumstances exist.

12. CUSTOMER ATTRIBUTION

Cardintel may use:

Partner IDs;

referral links;

promotional codes;

deal registrations;

order records;

customer confirmations;

Partner Portal records;

or other reasonable methods

to determine Partner attribution.

Where attribution is disputed, Cardintel may review available records and make a reasonable determination.

13. CUSTOMER RELATIONSHIPS

Participation in the Program does not automatically grant a Partner ownership of a customer.

Unless expressly agreed in writing:

Cardintel may sell directly;

Cardintel may work with multiple Partners;

customers may purchase directly from Cardintel;

Partner does not receive automatic territorial exclusivity;

Partner does not receive automatic industry exclusivity.

Specific customer-protection arrangements may be established in separate written agreements.

14. PARTNER PRICING

Partner pricing is confidential unless Cardintel expressly authorizes public disclosure.

Cardintel may establish different pricing based on:

Partner tier;

order quantity;

product type;

customer type;

geographic market;

promotional period;

strategic relationship;

manufacturing requirements.

Cardintel may modify future Partner pricing upon reasonable notice.

15. RESELLER PRICING

Authorized Resellers may establish their own resale prices unless Cardintel has provided applicable pricing or advertising requirements.

Partners shall not represent that Cardintel has approved a particular resale price unless Cardintel has expressly done so.

Partners are responsible for complying with applicable competition and pricing laws.

16. MARKETING AND ADVERTISING

Partners may use Cardintel-approved marketing materials.

Partners shall not:

make false or misleading claims;

make unauthorized technical claims;

make unauthorized security claims;

make unauthorized medical, financial, legal, or regulatory claims;

misrepresent Cardintel products;

imply guarantees not provided by Cardintel;

alter official Cardintel materials in a misleading manner.

Cardintel may require removal or correction of unauthorized marketing materials.

17. Cardintel™ Trademarks

Cardintel may provide Partners with limited permission to use approved Cardintel™ trademarks and logos for Program activities.

Partner may not:

register Cardintel marks;

register confusingly similar marks;

incorporate Cardintel trademarks into its company name;

alter Cardintel logos;

claim ownership of Cardintel trademarks;

use Cardintel branding after authorization has ended.

Trademark authorization ends when Partner participation ends unless Cardintel provides written permission otherwise.

18. PRINTING AND PRODUCTION PARTNERS

Printing and production Partners may be required to comply with Cardintel technical specifications concerning:

card dimensions;

materials;

NFC components;

QR codes;

artwork;

printing tolerances;

finishing;

packaging;

quality control;

testing;

fulfillment.

Partners shall not reproduce proprietary Cardintel technology or manufacture unauthorized Cardintel products.

Cardintel may inspect or request reasonable quality documentation where appropriate.

19. PRODUCT REPRESENTATIONS

Partners shall accurately represent:

product capabilities;

pricing;

subscription terms;

warranties;

availability;

compatibility;

technical requirements.

Partners shall not promise features or functionality that Cardintel has not publicly announced or authorized.

20. INTELLECTUAL PROPERTY

All Cardintel intellectual property remains the property of Cardintel or its applicable licensors.

This includes:

trademarks;

logos;

patents;

patent applications;

inventions;

software;

source code;

algorithms;

product designs;

databases;

documentation;

trade secrets;

proprietary processes;

technical specifications;

marketing materials.

Participation in the Program does not transfer ownership of Cardintel intellectual property.

21. CONFIDENTIALITY

Partners may receive confidential information concerning Cardintel.

Confidential information may include:

pricing;

margins;

customer information;

product roadmaps;

technical information;

software architecture;

product designs;

manufacturing specifications;

unreleased products;

business plans;

patent-related information;

financial information;

supplier information.

Partners must protect confidential information from unauthorized disclosure or use.

Where a separate Cardintel Mutual NDA applies, the NDA will govern confidentiality to the extent of any conflict.

22. CUSTOMER AND PERSONAL INFORMATION

Partners must comply with applicable privacy and data-protection laws.

Partners shall not:

sell Cardintel customer information;

misuse customer information;

disclose customer information without authorization;

retain customer information longer than reasonably necessary;

use customer information for unrelated purposes.

Partners must promptly notify Cardintel of any known or reasonably suspected unauthorized disclosure involving Cardintel customer information.

23. SECURITY

Partners shall use reasonable safeguards to protect:

Cardintel account credentials;

customer information;

confidential information;

Partner Portal access;

Cardintel technical information.

Cardintel may suspend access where it reasonably believes an account presents a security risk.

24. PROHIBITED ACTIVITIES

Partners may not:

engage in fraud;

manipulate commissions;

create fraudulent customer accounts;

manipulate referral attribution;

submit false deal registrations;

impersonate Cardintel;

misuse Cardintel trademarks;

reverse engineer Cardintel technology;

circumvent Cardintel security;

access systems without authorization;

use confidential information improperly;

make deceptive claims;

engage in unlawful sales practices;

engage in conduct that materially harms Cardintel’s reputation.

25. SUB-PARTNERS

Partners may not represent another company or individual as an authorized Cardintel Partner without appropriate authorization.

A Partner remains responsible for its employees, sales representatives, contractors, and approved sub-partners.

26. COMPLIANCE WITH LAW

Partner must comply with all applicable laws and regulations relating to its activities under the Program.

This may include laws concerning:

advertising;

consumer protection;

privacy;

data security;

intellectual property;

taxes;

business licensing;

electronic communications;

marketing;

sales practices;

anti-bribery and anti-corruption requirements.

27. NO EMPLOYMENT OR AGENCY

Partner is an independent contractor.

Nothing in these Terms creates:

employment;

agency;

partnership;

joint venture;

franchise;

fiduciary relationship.

Partner may not bind Cardintel to any contract or obligation without express written authorization.

28. EXPENSES

Unless expressly agreed otherwise, Partner is responsible for its own:

advertising;

travel;

personnel;

equipment;

sales expenses;

taxes;

insurance;

operating expenses.

29. PROGRAM MODIFICATIONS

Cardintel may modify the Program from time to time.

Changes may include:

Partner tiers;

pricing;

commission rates;

eligible products;

promotional incentives;

portal functionality;

deal-registration procedures;

program benefits.

Cardintel will provide reasonable notice of material changes where appropriate.

Changes will generally apply prospectively unless otherwise required by law.

30. SUSPENSION

Cardintel may temporarily suspend a Partner’s access to the Program where reasonably necessary to:

investigate suspected fraud;

protect customers;

protect Cardintel systems;

investigate security incidents;

address material violations;

prevent unauthorized activity.

Cardintel may restore access after the relevant issue has been resolved.

31. TERMINATION

Either Party may terminate participation according to the applicable Partner Agreement.

Cardintel may terminate or revoke Partner status where permitted by law for:

material breach;

fraud;

misuse of intellectual property;

confidentiality violations;

security violations;

unlawful conduct;

repeated unauthorized representations;

material reputational harm;

failure to comply with Program requirements.

32. EFFECT OF TERMINATION

Upon termination, Partner must:

stop representing itself as an authorized Cardintel Partner;

stop using Cardintel trademarks unless otherwise authorized;

stop accessing restricted Partner resources;

cease unauthorized marketing;

return or destroy confidential materials when requested;

pay outstanding amounts owed to Cardintel.

Previously earned commissions remain subject to the applicable payment and adjustment rules.

33. SURVIVAL

The provisions concerning:

confidentiality;

intellectual property;

payment obligations;

customer information;

restrictions on use;

limitations of liability;

indemnification;

dispute resolution;

and other provisions that by their nature should survive

will survive termination to the extent permitted by law.

34. DISCLAIMERS

Cardintel may modify or discontinue products, services, features, pricing, and Program benefits.

Cardintel does not guarantee:

any particular sales volume;

customer conversion rate;

commission amount;

Partner profitability;

market demand;

uninterrupted availability of Program systems.

Partner is responsible for its own business decisions and financial performance.

35. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither Party shall be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from participation in the Program, except where such limitation is prohibited by law or where liability arises from matters that cannot legally be limited.

Any specific liability cap should be established in the applicable Partner Agreement and reviewed by Cardintel’s legal counsel.

36. INDEMNIFICATION

Partner may be responsible for claims arising from:

Partner’s unauthorized representations;

Partner’s unlawful conduct;

Partner’s violation of applicable law;

misuse of Cardintel intellectual property;

misuse of customer information;

breach of these Terms;

actions of Partner’s personnel or representatives.

Additional indemnification provisions may be established by written agreement.

37. GOVERNING LAW

These Terms shall be governed by the laws of the State of ____________, without regard to conflict-of-law principles, except where applicable law requires otherwise.

Any court venue, arbitration, mediation, or dispute-resolution provisions should be finalized by Cardintel’s legal counsel.

38. ELECTRONIC ACCEPTANCE

Cardintel may permit Partners to accept these Terms electronically.

By selecting:

“I Agree — Become a Cardintel™ Partner”

or otherwise electronically accepting these Terms, Partner acknowledges that the electronic acceptance constitutes agreement to these Terms to the extent permitted by applicable law.

39. ENTIRE AGREEMENT

These Terms, together with any applicable:

Partner Agreement;

Partner Schedule;

Mutual NDA;

Order Terms;

pricing schedule;

product terms;

privacy terms;

and other incorporated documents

constitute the applicable agreement governing Partner participation.

If there is a conflict, the documents shall generally apply in the following order unless otherwise stated:

negotiated written Partner Agreement;

applicable Partner Schedule;

Mutual NDA for confidentiality matters;

Product/Order Terms;

these Partner Program Terms & Conditions.

40. CONTACT

Questions concerning the Cardintel™ Partner Program may be directed to:

Cardintel Technologies LLC

Partner Program Team

Website: cardinteltech.com

Partner Program: ______________________________

Email: ________________________________________

Partner Acknowledgment

By applying for or participating in the Cardintel™ Partner Program, Partner confirms that:

☐ I have read and agree to the Cardintel™ Partner Program Terms & Conditions.

☐ I understand that Partner approval is not guaranteed.

☐ I understand that commissions and Partner pricing are subject to applicable Program rules.

☐ I understand that customer attribution and deal registration are subject to Cardintel’s policies.

☐ I agree to protect Cardintel confidential information.

☐ I agree to use Cardintel trademarks and marketing materials only as authorized.

☐ I agree to comply with applicable laws.

☐ I understand that participation does not create an employment, agency, partnership, or franchise relationship.

Partner Legal Name: _________________________________

Authorized Representative: __________________________

Title: ______________________________________________

Electronic Signature: _________________________________

Date: _______________________________________________

Cardintel™ Partner Program Terms & Conditions

Version 1.0 — Effective August 11, 2026