Partner Program Agreement

This Partner Program Agreement ("Agreement") sets forth the terms under which an authorized partner ("Partner," "you," or "your") participates in the Frontal Labs, Inc. ("Frontal," "we," "us," or "our") Partner Program. This Agreement is separate from and supplements the Frontal Terms of Service. Execution of a Partner Order Form or acceptance of these terms through the Partner Program portal constitutes acceptance of this Agreement.

1. PARTNER PROGRAM OVERVIEW

Frontal's Partner Program consists of three partner types. The specific type applicable to you is designated in your Partner Order Form or Partner Program portal registration.

1.1 Solutions Partners

Solutions Partners are companies that build, implement, customize, or operate solutions on top of Frontal for customers. This category includes:

Systems integrators.
AI consultancies.
Digital transformation firms.
Managed service providers (MSPs).
Specialized industry partners (healthcare, defense, manufacturing, finance).

What Solutions Partners do:

Deploy Frontal for customers.
Build custom AI systems on Frontal's platform.
Migrate customer workloads to Frontal.
Provide training and support to end customers.
Create vertical-specific or industry-specific solutions.

1.2 Technology Partners

Technology Partners are companies whose technology integrates directly with Frontal. This category includes:

LLM providers.
Database vendors.
Cloud providers.
Security vendors.
Observability platforms.
Vector database providers.
Hardware and infrastructure providers.

What Technology Partners provide:

Technical integrations with Frontal's platform.
Joint reference architectures.
Certification of compatibility.
Co-engineering of integrated solutions.
Marketplace distribution of Frontal's Services or distribution of the Partner's technology through Frontal's platform.

1.3 Ecosystem Partners

Ecosystem Partners are organizations that help expand the overall Frontal ecosystem rather than directly integrating technology or delivering implementation projects. This category includes:

Startup accelerators.
Venture capital firms.
Universities and academic institutions.
Research labs.
Industry associations.
Government innovation programs.

What Ecosystem Partners provide:

Customer introductions and referrals.
Startup pipeline and portfolio company access.
Research collaboration.
Talent access and workforce development.
Market credibility and co-branding.
Joint events and community building.

2. PARTNER APPOINTMENT AND AUTHORIZATION

2.1 Appointment. Subject to the terms of this Agreement, Frontal appoints Partner as a non-exclusive partner in the Partner type specified in the Partner Order Form or Partner Program portal. Partner accepts this appointment.

2.2 Non-Exclusive. Frontal may appoint other partners of any type and may sell and provide Services directly to any customer. Partner may participate in the Partner Program solely in the Partner type designated.

2.3 No Authority to Bind. Partner is an independent contractor. Partner has no authority to bind Frontal, make representations or warranties on Frontal's behalf, or modify Frontal's terms. Any agreement between Partner and an end customer is solely between Partner and that customer.

2.4 Territory. The Partner's territory, if applicable, is specified in the Partner Order Form. If no territory is specified, the appointment is worldwide, subject to applicable export controls and sanctions.

3. SOLUTIONS PARTNER TERMS

This Section 3 applies to Solutions Partners.

3.1 Customer Engagement

Solutions Partners may market, sell, and distribute Frontal's Services to end customers ("End Customers") as part of the Partner's solutions and services. Solutions Partners may resell Frontal's Services or refer customers to Frontal for a direct relationship, as specified in the Partner Order Form.

3.2 End Customer Agreement

Solutions Partners that resell Frontal's Services must enter into a binding written agreement with each End Customer governing the End Customer's use of the Services. That agreement must include terms at least as protective of Frontal as those in the Terms of Service, including provisions regarding:

Intellectual property ownership.
Use restrictions consistent with the Acceptable Use Policy.
Limitations of liability and disclaimers of warranty.
Data protection and privacy.
Export compliance.
Arbitration and dispute resolution (where enforceable).

3.3 Direct Frontal Terms

Regardless of the Partner's agreement with the End Customer, the End Customer's use of the Services is conditioned on the End Customer's compliance with Frontal's Terms of Service, Acceptable Use Policy, and Privacy Policy. Solutions Partners must inform each End Customer that their use of the Services is subject to Frontal's policies.

3.4 Support Obligations

Unless otherwise agreed in writing, Solutions Partners are the first line of support for End Customers. Solutions Partners must provide technical support to End Customers and escalate to Frontal only issues the Partner cannot resolve. Frontal may communicate directly with End Customers for critical security incidents or as necessary to protect the Services.

3.5 Solutions Partner Commitments

Solutions Partners commit to:

Maintain qualified technical personnel with demonstrated proficiency in Frontal's Services.
Achieve and maintain any required Frontal certifications or competencies as specified in the Partner Program documentation.
Deliver solutions and services in a professional and workmanlike manner consistent with industry standards.
Not make representations or warranties about the Services beyond those in Frontal's Documentation.
Provide accurate information to End Customers about the capabilities, limitations, and pricing of the Services.

4. TECHNOLOGY PARTNER TERMS

This Section 4 applies to Technology Partners.

4.1 Integration

Technology Partners integrate their technology with Frontal's platform. The scope of integration, technical requirements, and any certification process are specified in the Partner Order Form or a technical integration addendum.

4.2 Joint Reference Architectures

Technology Partners and Frontal may jointly develop and publish reference architectures, best-practice guides, and technical documentation describing the integrated solution. All such materials are jointly owned or owned as specified in the applicable addendum.

4.3 Certification

Where applicable, Technology Partners may certify their technology as compatible with Frontal's platform through the certification process described in the Partner Program documentation. Frontal may recognize certified integrations in its marketplace, documentation, or partner directory.

4.4 Co-Engineering

Technology Partners and Frontal may engage in co-engineering activities as described in a Statement of Work ("SOW"). Co-engineering activities may include API integration, joint feature development, performance optimization, and interoperability testing.

4.5 Marketplace Distribution

Technology Partners may distribute Frontal's Services through their marketplace or platform, or Frontal may distribute the Technology Partner's technology through Frontal's platform, as specified in the Partner Order Form. Any revenue-sharing or listing fee arrangements are set forth in the Partner Order Form.

4.6 Technology Partner Commitments

Technology Partners commit to:

Maintain the integration in working order throughout the term, including updates for compatibility with new Frontal releases.
Provide Frontal with reasonable access to test environments and technical documentation for the integrated technology.
Notify Frontal of any material changes to the integrated technology that could affect interoperability.
Work in good faith with Frontal to resolve integration issues and respond to security vulnerabilities affecting the integrated solution.
Not use Frontal's APIs or integration points in a manner that exceeds rate limits, degrades platform performance, or circumvents security controls.

5. ECOSYSTEM PARTNER TERMS

This Section 5 applies to Ecosystem Partners.

5.1 Referrals and Introductions

Ecosystem Partners may refer potential customers, portfolio companies, or community members to Frontal. The referral process, any referral fees or benefits, and qualification criteria are specified in the Partner Program documentation.

5.2 Joint Events and Marketing

Ecosystem Partners and Frontal may jointly host events, webinars, workshops, hackathons, and other community-building activities. Each party bears its own costs unless otherwise agreed in writing. Co-branding and public announcements require mutual approval.

5.3 Research Collaboration

Ecosystem Partners that are universities, research labs, or academic institutions may collaborate with Frontal on research projects. Research collaboration terms, including intellectual property ownership, publication rights, and funding, are set forth in a separate research agreement or SOW.

5.4 Startup Pipeline

Ecosystem Partners that are accelerators or venture capital firms may introduce their portfolio companies to Frontal. Frontal may offer startup-friendly pricing, credits, or mentorship to portfolio companies introduced through an Ecosystem Partner, as specified in the Partner Program documentation.

5.5 Ecosystem Partner Commitments

Ecosystem Partners commit to:

Accurately represent Frontal's Services and capabilities when making introductions or referrals.
Not make representations or warranties about the Services beyond those in Frontal's Documentation.
Not register domain names, social media handles, or trademarks confusingly similar to Frontal's marks.
Conduct joint activities in a manner that reflects favorably on Frontal's brand and goodwill.

6. PARTNER PROGRAM BENEFITS

Partner benefits vary by partner type and tier, as specified in the Partner Program documentation and Partner Order Form. Benefits may include:

Discounts and Pricing: Discounted pricing on Frontal's Services for internal use or for resale. Pricing and payment terms are set forth in Section 7.
Partner Directory Listing: Inclusion in Frontal's public partner directory, subject to Frontal's brand guidelines and meeting the listing criteria for the applicable partner type.
Go-to-Market Support: Co-marketing opportunities, joint case studies, event sponsorship, and access to Frontal's marketing resources.
Training and Certification: Access to partner-specific training, certification programs, and technical enablement resources.
Technical Support: Access to partner-specific technical support channels as described in the Partner Program documentation.
Early Access: Priority access to beta features, product roadmaps, and early access programs, subject to the Early Access Terms.
Partner Success Management: Access to a Partner Success Manager or technical point of contact, depending on partner tier.
Deal Registration: Ability to register deals and receive deal protection, where offered under the Partner Program documentation.

7. PRICING AND PAYMENT

7.1 Partner Pricing. Partner pricing, discounts, fees, revenue-sharing arrangements, and referral fees are set forth in the Partner Order Form or Partner Program documentation. Frontal may modify Partner pricing and program terms with 30 days' notice.

7.2 End Customer Pricing. For Solutions Partners that resell the Services, Partner sets its own pricing to End Customers. Frontal does not control End Customer pricing.

7.3 Payment. Partner must pay Frontal's invoices within 30 days of invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law. Frontal may suspend Partner's access to the Partner Program and, where applicable, End Customer access to the Services, if payment is more than 30 days past due.

7.4 Taxes. Each party is responsible for its own taxes. Partner is responsible for all taxes related to its sales to End Customers. Frontal is responsible for taxes on Frontal's income.

7.5 Records and Audit. For Solutions Partners that resell the Services, Partner must maintain accurate records of End Customer transactions for at least 3 years. Frontal may audit Partner's records upon 30 days' notice, no more than once per year, to verify compliance. If an audit reveals underpayment of more than 5%, Partner will pay the underpayment and the reasonable cost of the audit.

8. INTELLECTUAL PROPERTY

8.1 Frontal IP. Frontal retains all right, title, and interest in the Services, Documentation, APIs, SDKs, and Frontal's marks. Partner acquires no rights except those expressly granted in this Agreement.

8.2 Partner IP. Partner retains all right, title, and interest in Partner's own products, services, technology, solutions, and marks. For Technology Partners, the Partner retains ownership of its integrated technology, subject to Frontal's ownership of the Frontal platform and any Frontal-provided integration components.

8.3 Joint Development. Where Frontal and Partner jointly develop reference architectures, integrations, or other materials, ownership is as specified in the applicable SOW or Partner Order Form. If not specified, each party retains ownership of its pre-existing IP, and jointly created materials are owned by Frontal, with Partner receiving a non-exclusive, worldwide, royalty-free license to use such materials in connection with its products and services.

8.4 Feedback. Partner grants Frontal a perpetual, irrevocable, worldwide, royalty-free license to use any feedback, suggestions, or ideas Partner provides regarding the Services.

8.5 Use of Marks. Partner may use Frontal's trademarks, logos, and brand assets solely as permitted by our Trademark Policy and any Partner brand guidelines we provide. Partner must not register domain names, social media handles, or trademarks confusingly similar to Frontal's marks. All goodwill from Partner's use of Frontal's marks inures to Frontal.

9. CONFIDENTIALITY

9.1 Each party will protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance, but no less than reasonable care. Each party shall use Confidential Information only for the purposes of this Agreement and shall not disclose Confidential Information to any third party except to its employees, contractors, and agents who need access and who are bound by confidentiality obligations no less protective than those in this Section.

9.2 For Solutions Partners, the End Customer list, End Customer pricing information, and sales data are Partner's Confidential Information. For all Partner types, Frontal's Partner pricing, program terms, product roadmap, and non-public technical information are Frontal's Confidential Information.

9.3 Frontal may use aggregated, de-identified data about Partner's activities within the Partner Program for program analytics and improvement, provided such data does not identify Partner or its End Customers.

10. TERM AND TERMINATION

10.1 Term. This Agreement continues until terminated.

10.2 Termination for Convenience. Either party may terminate this Agreement with 60 days' written notice.

10.3 Termination for Breach. Either party may terminate immediately if the other materially breaches and fails to cure within 30 days of notice.

10.4 Effect of Termination. Upon termination:

Partner must cease holding itself out as a Frontal Partner and cease using Frontal's marks, except as necessary to fulfill existing End Customer obligations during a transition period.
For Solutions Partners, all End Customer subscriptions remain in effect until their current term expires, and Frontal may, at its option, transition End Customers to direct Customers or to another Partner.
Partner must pay all outstanding Fees.
Each party must return or destroy the other's Confidential Information, subject to standard retention practices.
Technology Partners must cease representing their technology as integrated or certified with Frontal, unless otherwise agreed.

10.5 Transition. Frontal will work in good faith with Partner and any affected End Customers to ensure a smooth transition. For Solutions Partners' End Customers, Frontal may offer direct subscriptions on Frontal's standard terms.

11. WARRANTIES AND DISCLAIMERS

11.1 Mutual Warranties. Each party warrants that it has the right and authority to enter into this Agreement.

11.2 Partner Warranties. Partner warrants that:

It will perform its obligations under this Agreement in a professional and workmanlike manner.
Its products, services, and technology (including any integrated technology for Technology Partners) do not infringe third-party intellectual property rights.
It will comply with all applicable laws, regulations, and export controls in performing its obligations.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES AND THE PARTNER PROGRAM ARE PROVIDED "AS IS" AND FRONTAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12. INDEMNIFICATION

12.1 Frontal will indemnify Partner for third-party claims that the Services infringe intellectual property rights, subject to the same terms as in the Terms of Service.

12.2 Partner will indemnify Frontal for third-party claims arising from Partner's: (a) breach of this Agreement; (b) representations or warranties about Frontal's Services not authorized by Frontal; (c) marketing or sales practices; (d) agreements with End Customers; or (e) products, services, or technology provided by Partner (including claims that such products, services, or technology infringe third-party intellectual property rights).

13. LIMITATION OF LIABILITY

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST DATA, ARISING FROM THIS AGREEMENT.

13.2 EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE FEES PAID OR PAYABLE BY PARTNER TO FRONTAL IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) $25,000 USD.

13.3 The exclusions and limitations in this Section do not apply to: (a) breach of confidentiality; (b) infringement of intellectual property; (c) indemnification obligations; (d) Partner's payment obligations; or (e) liability that cannot be limited by law.

14. GENERAL

14.1 Governing Law. This Agreement is governed by Delaware law. Disputes are subject to the arbitration provisions in the Terms of Service.

14.2 Assignment. Neither party may assign this Agreement without the other's consent, except to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets.

14.3 Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or franchise relationship.

14.4 Entire Agreement. This Agreement, together with the Terms of Service and any applicable Partner Order Form or SOW, constitutes the entire agreement between the parties regarding the Partner Program.

14.5 Partner Order Forms. The specific terms of Partner participation, including partner type, tier, pricing, territory, and any custom terms, are set forth in a Partner Order Form executed by both parties.

15. CONTACT

Frontal Labs, Inc. Attn: Partnerships 131 Continental Drive, STE 305 Newark, DE 19713 United States of America Email: partnerships@frontal.dev