AGENT PARTNER TERMS AND CONDITIONS

Last Updated: 4/21/26

Introduction

These Nexora Fulfillment Independent Agent Partner Terms and Conditions ("Terms") govern participation in the Nexora Fulfillment Independent Agent Partner Program (the "Program"). By submitting an application, registering opportunities, participating in the Program, accepting compensation, or otherwise acting as an Agent Partner, you agree to be bound by these Terms.

Nexora Fulfillment, LLC ("Nexora," "Company," "we," "our," or "us") reserves the right to modify these Terms at any time in its sole discretion. Any modifications shall become effective upon posting to Nexora's website or upon other notice provided by Nexora. Continued participation in the Program following any modification constitutes acceptance of the revised Terms.

The Program is intended to enable approved independent sales professionals, consultants, agencies, business development representatives, and other approved participants to identify prospective customers, promote Nexora Services, and assist Nexora in acquiring new customer relationships in exchange for compensation as described in these Terms.

Nothing contained in these Terms shall be construed to create an employment relationship, partnership, joint venture, franchise relationship, fiduciary relationship, or agency relationship between Nexora and any Agent Partner.

Eligibility

Participation in the Program is limited to individuals and business entities approved by Nexora. Submission of an application does not guarantee acceptance into the Program. Nexora may approve or reject any application in its sole discretion and shall have no obligation to provide any explanation regarding such decision.

To remain eligible for participation in the Program, an Agent Partner must provide complete and accurate information, maintain any required tax documentation, comply with all applicable laws and regulations, and remain in good standing under these Terms.

Agent Partners may be located within or outside the United States, provided that participation does not violate any applicable law, sanctions restriction, export control requirement, or payment limitation.

1. Definitions

1.1 Commissionable Revenue

"Commissionable Revenue" means qualifying Nexora service fees actually collected from a Qualified Account.

Commissionable Revenue shall not include shipping charges, freight charges, carrier charges, customs fees, duties, taxes, refunds, credits, chargebacks, pass-through expenses, third-party costs, or any amounts not retained by Nexora as revenue. Commissionable Revenue shall be calculated after any credits, refunds, billing adjustments, service credits, or similar reductions have been applied.

1.2 Closed-Deal Bonus

"Implementation Fees" means qualifying onboarding fees, implementation fees, integration fees, setup fees, project fees, or similar one-time fees charged by Nexora to a Qualified Account in connection with the commencement of services.

Implementation Fees shall not include shipping charges, freight charges, carrier fees, storage charges, pass-through expenses, third-party costs, taxes, duties, refunds, credits, chargebacks, or any amounts not retained by Nexora as revenue.

1.3 Confidential Information

"Confidential Information" means all non-public information disclosed by either party, whether disclosed orally, visually, electronically, in writing, or by any other means, including customer information, pricing information, financial information, sales information, operational information, supplier information, vendor information, technology information, software, documentation, business plans, marketing plans, product plans, trade secrets, proprietary methodologies, and other information that a reasonable person would understand to be confidential given the nature of the information and circumstances surrounding its disclosure.

1.4 Intellectual Property Rights

"Intellectual Property Rights" means all rights associated with patents, copyrights, trademarks, service marks, trade names, domain names, trade dress, trade secrets, databases, software, inventions, improvements, designs, know-how, proprietary information, and other intellectual property rights, whether registered or unregistered and wherever existing.

1.5 Nexora Marks

"Nexora Marks" means all trademarks, service marks, logos, trade names, branding elements, domain names, and other identifiers owned or used by Nexora.

1.6 Nexora Materials

"Nexora Materials" means all marketing materials, sales materials, presentations, case studies, pricing materials, training materials, software, content, documentation, proposals, and other resources provided by Nexora to Agent Partners.

1.7 Nexora Services

"Nexora Services" means the fulfillment, warehousing, logistics, inventory management, operational support, technology, consulting, and related services offered by Nexora from time to time.

1.8 Opportunity Registration

"Opportunity Registration" means the process by which an Agent Partner submits a prospective customer to Nexora for approval, ownership determination, and qualification under the Program.

1.9 Qualified Account

"Qualified Account" means a customer account that is independently sourced by an Agent Partner, approved by Nexora through its Opportunity Registration process, is not an existing customer of Nexora at the time of registration, is not already engaged in active sales discussions with Nexora, executes a customer agreement with Nexora, completes Nexora's onboarding requirements, remains in good standing, and satisfies Nexora's customer qualification requirements.

Qualified Accounts may be located within or outside the United States. Qualified Accounts must not involve Prohibited Goods and, unless otherwise approved by Nexora, must maintain a minimum projected or actual domestic order volume of one thousand (1,000) orders per month and an orders-to-SKU ratio no greater than five-to-one (5:1). Nexora reserves the right to approve exceptions to these requirements in its sole discretion.

1.10 Prohibited Goods

"Prohibited Goods" means any products that Nexora, its warehouse partners, carriers, insurers, service providers, or applicable laws prohibit from being stored, fulfilled, transported, or otherwise serviced. Prohibited Goods may include firearms, ammunition, explosives, hazardous materials, illegal goods, counterfeit goods, controlled substances, certain regulated products, and any other products prohibited by Nexora from time to time.

1.11 Qualified Account Ownership

"Qualified Account Ownership" means the continuing association of a Qualified Account with the originating Agent Partner in accordance with these Terms and regardless of future account growth, expansion, restructuring, reassignment, or similar changes.

1.12 Agent Partner

"Agent Partner" means any individual or business entity approved by Nexora to participate in the Program.

2. Independent Agent Partner Services

2.1 Independent Contractor Relationship

The Agent Partner shall perform all activities under the Program as an independent contractor and not as an employee of Nexora. Nothing contained in these Terms shall be interpreted as creating an employment relationship, partnership, joint venture, franchise relationship, fiduciary relationship, or agency relationship between Nexora and the Agent Partner.

The Agent Partner shall be solely responsible for all taxes, insurance, licenses, registrations, business expenses, personnel, contractors, and other obligations associated with its business activities. Tax reporting and payment obligations are further described in Section 8.

The Agent Partner shall not be eligible for and expressly waives any claim to employee benefits, workers' compensation coverage, unemployment benefits, health insurance, retirement benefits, paid leave, overtime compensation, expense reimbursement, or any other benefits provided to Nexora employees.

The Agent Partner shall have no authority to bind Nexora to any agreement, obligation, representation, warranty, or commitment unless expressly authorized in writing by Nexora.

2.2 Authorized Activities

Subject to these Terms, the Agent Partner may market Nexora Services, identify prospective customers, conduct prospecting activities, conduct discovery meetings, educate prospective customers regarding Nexora Services, present Nexora-approved materials, negotiate pricing within Nexora-approved pricing guidelines, support customer onboarding activities, and perform other activities expressly approved by Nexora.

2.3 Pricing and Operational Support

Nexora may provide Agent Partners with pricing information, fulfillment capabilities, operational requirements, and other information necessary to evaluate prospective customer opportunities.

Agent Partners are responsible for independently conducting prospecting, discovery, qualification, relationship management, solution development, sales presentations, negotiations, and closing activities.

Following execution of a customer agreement, Nexora shall assume responsibility for onboarding, implementation, fulfillment coordination, and ongoing operational support for Qualified Accounts.

2.4 Unauthorized Activities

The Agent Partner shall not execute agreements on behalf of Nexora, modify Nexora agreements, bind Nexora to any obligation, offer guarantees not expressly approved by Nexora, misrepresent Nexora Services, make false or misleading statements, engage in deceptive marketing practices, or otherwise engage in conduct that could reasonably damage Nexora's reputation or business relationships.

Only Nexora shall have authority to execute customer agreements.

2.5 Non-Exclusive Relationship

Participation in the Program is non-exclusive.

An Agent Partner may market, represent, or receive compensation from other companies and service providers, subject to the restrictions contained in Section 5 of these Terms.

2.6 Remote Participation and Work Flexibility

Participation in the Program is designed to provide flexibility and independence. Subject to compliance with these Terms and applicable law, the Agent Partner shall determine the time, location, manner, and methods by which the Agent Partner conducts prospecting, marketing, business development, customer outreach, and other approved activities.

Nothing in these Terms shall require the Agent Partner to maintain specific working hours, operate from a particular location, attend a physical office, or perform services exclusively for Nexora.

The Agent Partner may conduct Program activities remotely and may serve prospective customers and Qualified Accounts throughout any geographic area permitted by Nexora.

2.7 No Exclusive Territory

Participation in the Program does not create any exclusive territory rights. Agent Partners may pursue opportunities throughout any geographic area approved by Nexora.

3. Opportunity Registration, Lead Ownership, and Qualified Account Ownership

3.1 Opportunity Registration

To be eligible for compensation under the Program, an Agent Partner must submit each prospective customer through Nexora's designated Opportunity Registration process. Opportunity Registration allows Nexora to evaluate the prospective customer, determine ownership of the opportunity, and verify eligibility for compensation under the Program.

Nexora reserves the right to approve or reject any Opportunity Registration in its sole discretion. Approval of an Opportunity Registration shall not obligate Nexora to enter into a customer agreement or conduct business with any prospective customer.

3.2 Lead Ownership

An Agent Partner shall be eligible to receive compensation only for Qualified Accounts that have been properly registered, approved, and accepted by Nexora through the Opportunity Registration process.

No commissions, bonuses, or other compensation shall be payable with respect to any prospective customer that is already an existing Nexora customer, is already engaged in active discussions with Nexora, has been previously registered by another Agent Partner, or has otherwise been identified by Nexora as an existing sales opportunity.

If multiple Agent Partners claim ownership of the same prospective customer, Nexora shall determine ownership based upon the first approved Opportunity Registration recorded in Nexora's customer relationship management system or other designated records. Nexora's determination of ownership shall be final and binding.

3.2A Nexora-Assigned Opportunities

From time to time, Nexora may, in its sole discretion, assign prospective customers, inbound leads, marketing-generated opportunities, referral opportunities, or other sales opportunities to an Agent Partner.

Unless otherwise agreed in writing by Nexora, any customer that becomes a Qualified Account as a result of a Nexora-assigned opportunity shall be eligible for the same compensation structure applicable to Agent Partner-sourced Qualified Accounts, including any Closed-Deal Bonus and recurring commissions described in these Terms.

For purposes of compensation, a Nexora-assigned opportunity shall be treated as a Qualified Account owned by the assigned Agent Partner, provided the Agent Partner actively manages the sales process and the opportunity successfully becomes a Qualified Account.

Nexora reserves the right to determine the assignment, reassignment, transfer, or removal of any Nexora-assigned opportunity at any time prior to the execution of a customer agreement.

Nothing in this Section shall obligate Nexora to assign any opportunities to an Agent Partner, and Nexora retains sole discretion regarding the distribution of inbound leads and sales opportunities.

If a Nexora-assigned opportunity is reassigned by Nexora before the execution of a customer agreement, the originally assigned Agent Partner shall have no right to commissions relating to that opportunity unless otherwise approved in writing by Nexora.

3.3 Qualified Account Ownership

A Qualified Account shall remain associated with the originating Agent Partner regardless of subsequent account growth, service expansion, geographic expansion, operational changes, customer acquisitions, account management reassignments, or the involvement of additional Nexora personnel or representatives.

For the avoidance of doubt, an Agent Partner's right to recurring commissions on a Qualified Account shall not be affected by changes in account size, revenue volume, services utilized, customer locations, operational structure, internal Nexora personnel assignments, or other similar developments occurring after the initial sale.

3.4 Successor Customer Entities

Any Qualified Account acquired through merger, acquisition, consolidation, reorganization, affiliate migration, change of control, name change, corporate restructuring, or similar transaction shall continue to be treated as the same Qualified Account for commission purposes, provided that the underlying customer relationship remains substantially continuous.

Recurring commissions shall continue to be payable on Commissionable Revenue generated by any successor entity, affiliated entity, surviving entity, or reorganized entity that continues the customer relationship with Nexora. No merger, acquisition, reorganization, affiliate transfer, corporate restructuring, or similar transaction involving a Qualified Account shall terminate or reduce an Agent Partner's right to recurring commissions otherwise earned under these Terms.

4. Compliance Obligations

4.1 Compliance with Laws

The Agent Partner shall comply with all applicable federal, state, local, and international laws, regulations, rules, and governmental requirements in connection with participation in the Program.

The Agent Partner shall not engage in any unlawful, deceptive, misleading, fraudulent, unfair, or unethical conduct while promoting Nexora Services or communicating with prospective customers.

4.2 Advertising and Marketing Compliance

The Agent Partner shall ensure that all marketing, advertising, promotional, and sales activities are truthful, accurate, and not misleading.

The Agent Partner shall not make representations regarding Nexora Services that are inconsistent with Nexora-approved materials or otherwise not authorized by Nexora.

The Agent Partner shall be solely responsible for ensuring that all marketing and promotional activities comply with applicable advertising and consumer protection laws.

4.3 FTC Compliance

The Agent Partner shall comply with all applicable requirements of the Federal Trade Commission and similar governmental authorities.

The Agent Partner shall not make false, misleading, deceptive, or unsubstantiated statements regarding Nexora Services, customer results, operational capabilities, pricing, service levels, or other aspects of Nexora's business.

Any endorsements, testimonials, or promotional statements used by the Agent Partner shall comply with applicable disclosure requirements and advertising regulations.

4.4 CAN-SPAM Compliance

To the extent the Agent Partner engages in email marketing activities, the Agent Partner shall comply with the CAN-SPAM Act and all applicable anti-spam laws.

The Agent Partner shall not send unsolicited commercial emails that violate applicable law and shall ensure that all marketing communications contain any required notices, disclosures, opt-out mechanisms, and sender identification information.

4.5 Telephone and SMS Compliance

The Agent Partner shall comply with the Telephone Consumer Protection Act, telemarketing laws, do-not-call regulations, and all applicable laws governing telephone calls, text messages, automated communications, and similar activities.

The Agent Partner shall obtain any legally required consents prior to initiating calls, text messages, or other communications and shall maintain records of such consents where required by law.

4.6 Privacy and Data Protection

The Agent Partner shall comply with all applicable privacy, data protection, and information security laws.

The Agent Partner shall implement reasonable safeguards to protect personal information and shall not collect, use, disclose, sell, or transfer personal information except as permitted by applicable law and these Terms.

The Agent Partner shall promptly notify Nexora of any actual or suspected unauthorized access to personal information or any data security incident that may affect Nexora, prospective customers, or Qualified Accounts.

5. Competitive Activities and Customer Protection

5.1 Non-Exclusive Participation

Participation in the Program is non-exclusive. An Agent Partner may market, represent, or receive compensation from other fulfillment providers, logistics providers, consultants, agencies, software providers, or other businesses.

Nothing in these Terms shall prohibit the Agent Partner from engaging in lawful business activities unrelated to Nexora.

5.2 Protection of Nexora Opportunities

The Agent Partner shall not use Nexora Confidential Information, customer information, pricing information, proposals, sales opportunities, business relationships, operational information, or other proprietary information obtained through participation in the Program to benefit any competing provider.

The Agent Partner shall not redirect, divert, interfere with, or otherwise attempt to transfer any Qualified Account or prospective customer introduced to Nexora to a competing provider using information obtained through the Program.

5.3 Customer Non-Solicitation

During participation in the Program and thereafter, the Agent Partner shall not knowingly solicit a Nexora customer for the purpose of causing such customer to terminate, reduce, or move services away from Nexora in favor of a competing provider.

Nothing in this Section shall prohibit the Agent Partner from engaging in general marketing activities that are not specifically directed at Nexora customers.

5.4 Prohibition on Customer Poaching

Customer poaching shall constitute a material breach of these Terms.

For purposes of these Terms, customer poaching includes any attempt to use Confidential Information, customer relationships, sales opportunities, pricing information, operational information, or other information obtained through participation in the Program to move a customer or prospective customer away from Nexora for the benefit of another provider.

5.5 Remedies

Any violation of this Section may result in immediate termination from the Program, forfeiture of future commissions, injunctive relief, recovery of damages, and any other remedies available under applicable law.

The parties acknowledge that violations of this Section may cause irreparable harm to Nexora for which monetary damages alone may be an insufficient remedy.

6. Compensation and Commissions

6.1 Eligibility for Compensation

An Agent Partner shall be eligible to receive compensation only with respect to Qualified Accounts that have been properly registered, approved, and accepted by Nexora in accordance with these Terms.

No compensation shall be payable for prospective customers that fail to satisfy the requirements of a Qualified Account or otherwise fail to meet Nexora's customer acceptance requirements.

Compensation shall be earned only in accordance with the provisions of this Section and no compensation shall be deemed earned until all applicable conditions have been satisfied.

6.2 Closed-Deal Bonus

Subject to the provisions of these Terms, an Agent Partner shall be entitled to receive thirty percent (30%) of qualifying implementation, onboarding, integration, setup, or similar one-time fees actually received by Nexora from a Qualified Account ("Implementation Fees").

Implementation Fee compensation shall become payable only after the applicable Qualified Account has executed a customer agreement with Nexora, completed Nexora's onboarding requirements, and Nexora has received payment of the applicable Implementation Fees from the Qualified Account.

Implementation Fee compensation shall be calculated solely on qualifying Implementation Fees retained by Nexora and shall not apply to shipping charges, carrier fees, storage charges, pass-through expenses, third-party costs, taxes, duties, refunds, credits, chargebacks, or other non-qualifying amounts.

Implementation Fee compensation shall be paid only once with respect to each qualifying Implementation Fee collected from a Qualified Account and shall not create any ongoing entitlement beyond the specific Implementation Fee upon which the compensation was calculated.

6.3 Recurring Commissions

In addition to any Implementation Fee compensation, an Agent Partner shall earn recurring commissions on Commissionable Revenue actually received by Nexora from each Qualified Account.

Recurring commissions shall be calculated according to the following schedule:

Tier 1 – Emerging Brands: Ten percent (10%) of Commissionable Revenue generated by Qualified Accounts producing less than Two Thousand Dollars ($2,000) per month in Commissionable Revenue.

Tier 2 – Growth Brands: Fifteen percent (15%) of Commissionable Revenue generated by Qualified Accounts producing at least Two Thousand Dollars ($2,000) but less than Five Thousand Dollars ($5,000) per month in Commissionable Revenue.

Tier 3 – Enterprise Accounts: Twenty percent (20%) of Commissionable Revenue generated by Qualified Accounts producing Five Thousand Dollars ($5,000) or more per month in Commissionable Revenue.

The applicable commission tier shall be determined monthly based on the amount of Commissionable Revenue actually received by Nexora from the applicable Qualified Account during the relevant calendar month.

Recurring commissions shall accrue only on Commissionable Revenue received by Nexora after the Qualified Account has satisfied all requirements set forth in these Terms.

Recurring commissions shall not be payable on amounts that do not constitute Commissionable Revenue.

6.4 Lifetime Residual Commissions

Subject to these Terms, recurring commissions shall continue for the life of the Qualified Account. An Agent Partner shall continue to earn recurring commissions for so long as the Qualified Account remains active, in good standing, and continues generating Commissionable Revenue for Nexora.

The right to receive recurring commissions shall survive termination of this Agreement except where the Agent Partner's participation is terminated for cause pursuant to Section 10.

6.5 No Commission Cap

There shall be no cap, maximum payment amount, earnings limitation, or similar restriction on commissions earned under the Program.

An Agent Partner's commissions may increase or decrease based upon the amount of Commissionable Revenue generated by the applicable Qualified Accounts.

6.6 Qualified Account Growth

An Agent Partner's right to recurring commissions shall not be reduced or eliminated due to growth in a Qualified Account's revenue, order volume, customer count, service utilization, geographic footprint, operational requirements, or business expansion.

Recurring commissions shall continue to apply to Commissionable Revenue generated by the Qualified Account regardless of subsequent growth or changes in the customer's business.

6.7 Successor Customer Revenue

Where a Qualified Account undergoes a merger, acquisition, consolidation, reorganization, affiliate migration, change of control, corporate restructuring, or similar transaction, recurring commissions shall continue to be calculated on Commissionable Revenue generated by the successor entity or affiliated entity that continues the customer relationship with Nexora.

The parties acknowledge that such successor revenue shall continue to qualify as Commissionable Revenue for purposes of these Terms.

7. Commission Calculations and Adjustments

7.1 Commissionable Revenue Calculation

Recurring commissions shall be calculated solely on Commissionable Revenue actually received by Nexora.

Commissionable Revenue shall include revenue received by Nexora for fulfillment services, storage services, kitting services, labeling services, Amazon FBA preparation services, returns processing services, operational service fees, and other approved services designated by Nexora.

7.2 Billing Adjustments

All commission calculations shall be made after application of any refunds, credits, service credits, billing adjustments, chargebacks, pricing corrections, write-offs, or similar adjustments.

If Nexora issues a refund, credit, or adjustment after commissions have been paid, Nexora may offset such amounts against future commission payments.

7.3 Chargebacks and Reversals

If Commissionable Revenue is subsequently reversed, refunded, charged back, determined to be uncollectible, or otherwise adjusted downward, Nexora may adjust future commission payments accordingly.

Nexora shall have no obligation to pay commissions on revenue that is ultimately refunded, credited, reversed, or otherwise not retained by Nexora.

7.4 Disputed Amounts

Nexora may temporarily withhold commission payments relating to disputed customer charges, billing disputes, fraud investigations, compliance reviews, or other circumstances that reasonably require verification of the applicable revenue.

Any withheld commissions shall be included in the next applicable commission payment cycle following resolution of the underlying matter and verification of the applicable Commissionable Revenue.

8. Payment Terms

8.1 Payment Schedule

Commissions shall be paid monthly within thirty (30) days following the end of each calendar month.

Payments shall be calculated based upon Commissionable Revenue actually received by Nexora during the applicable month and shall be subject to any adjustments, credits, refunds, chargebacks, or other offsets permitted under these Terms.

8.2 Payment Method

Nexora may make commission payments through direct deposit, ACH transfer, wire transfer, check, electronic payment platform, or any other payment method selected by Nexora.

The Agent Partner shall be responsible for maintaining accurate payment information and promptly notifying Nexora of any changes.

8.3 Taxes

The Agent Partner shall be solely responsible for all taxes arising from payments received under the Program.

The Agent Partner acknowledges that all compensation paid under the Program constitutes non-employee compensation and that Nexora intends to treat all payments as payments to an independent contractor for tax reporting purposes.

Nexora shall not withhold payroll taxes, employment taxes, or similar amounts except where required by applicable law.

Prior to receiving payment, the Agent Partner shall provide any tax forms, certifications, or documentation reasonably requested by Nexora. Nexora may report compensation paid under the Program on IRS Form 1099-NEC or such other tax reporting form as may be required by applicable law.

8.4 Tax Documentation

To receive payment under the Program, the Agent Partner must submit a completed IRS Form W-9 to partnerships@nexorafulfillment.com. No payment shall be processed until a valid Form W-9 is on file with Nexora.

If a completed Form W-9 is not submitted within six (6) months after compensation first becomes payable, the Agent Partner's right to receive such unpaid compensation shall be permanently forfeited.

The Agent Partner shall be solely responsible for all taxes arising from amounts received under the Program and is encouraged to seek independent tax advice regarding participation in the Program.

9. Commission Inheritance and Audit Rights

9.1 Commission Inheritance

In the event of the death of an Agent Partner, Nexora shall continue paying recurring commissions otherwise payable under these Terms to the Agent Partner's estate, executor, administrator, beneficiary, or lawful successor, provided that Nexora receives documentation reasonably necessary to verify such authority.

Such recurring commissions shall remain subject to all provisions of these Terms, including the requirement that the applicable Qualified Account remains active and continues generating Commissionable Revenue.

Any recurring commissions that survive termination pursuant to Section 10 shall remain payable to the Agent Partner's estate, executor, administrator, beneficiary, or lawful successor in accordance with this Section.

9.2 Audit Rights

An Agent Partner may request an audit of commission calculations no more than once during any twelve (12) month period.

Any audit shall be conducted by an independent certified public accountant reasonably acceptable to Nexora and shall be limited to records reasonably necessary to verify commission calculations associated with Qualified Accounts owned by the requesting Agent Partner.

The Agent Partner shall bear all costs associated with the audit unless the audit reveals an underpayment exceeding five percent (5%) of the commissions due for the audited period. In such event, Nexora shall promptly pay the identified deficiency and reimburse the reasonable cost of the audit.

All information reviewed during an audit shall be treated as Confidential Information and may not be disclosed except as required by law.

9.3 Commission Statements

Nexora may provide commission reports, commission statements, revenue summaries, or other information relating to commission calculations.

Such information shall be deemed Confidential Information and may be used solely for purposes of verifying payments under the Program.

10. DURATION & TERMINATION

10.1 Duration

This Agreement shall remain in effect until terminated by either party in accordance with this Article.

10.2 Termination by Nexora Fulfillment

Nexora Fulfillment may terminate an Agent Partner's participation in the Program at any time, with or without cause, upon notice to the Agent Partner.

10.3 Termination by Agent Partner

An Agent Partner may terminate participation in the Program at any time by providing written notice to Nexora Fulfillment at partnerships@nexorafulfillment.com.

10.4 Consequences of Termination

Upon termination, the Agent Partner shall immediately cease representing themselves as a Nexora Fulfillment Agent Partner, discontinue all use of Nexora Fulfillment trademarks, logos, and Program Materials, and return or destroy any tangible materials containing Nexora Fulfillment Confidential Information upon request.

All licenses granted under this Agreement shall terminate immediately upon termination.

If Nexora Fulfillment terminates the Agent Partner for cause, including fraud, misrepresentation, customer poaching, violation of applicable law, or material breach of this Agreement, all rights to future commissions shall immediately terminate.

If the Agreement is terminated by the Agent Partner or by Nexora Fulfillment without cause, the Agent Partner shall continue to receive recurring commissions on Qualified Accounts in accordance with Section 6.4, provided such Qualified Accounts remain active customers of Nexora Fulfillment and continue generating Commissionable Revenue.

10.5 Provisions That Survive Termination

Any provisions that by their nature should survive termination shall survive termination of this Agreement, including without limitation compensation rights, recurring commission rights, confidentiality obligations, intellectual property rights, indemnification obligations, dispute resolution provisions, governing law provisions, and any provisions expressly stated to survive termination.

11. Intellectual Property

11.1 Ownership of Intellectual Property

All Nexora Marks, Nexora Materials, Intellectual Property Rights, software, content, documentation, technology, trade secrets, and proprietary information shall remain the exclusive property of Nexora.

11.2 Limited License

During participation in the Program, Nexora grants the Agent Partner a limited, non-exclusive, non-transferable, revocable license to use approved Nexora Materials solely for purposes of promoting Nexora Services in accordance with these Terms.

11.3 Restrictions

The Agent Partner shall not modify, reproduce, distribute, sublicense, reverse engineer, or otherwise exploit Nexora Intellectual Property except as expressly authorized by Nexora.

11.4 Feedback

Any suggestions, recommendations, feedback, ideas, or improvements provided by the Agent Partner regarding Nexora Services or the Program may be used by Nexora without restriction or compensation.

12. Confidentiality

12.1 Confidential Information

Each party shall protect the Confidential Information of the other party and use such information solely for purposes related to the Program.

12.2 Non-Disclosure

The Agent Partner shall not disclose Nexora Confidential Information to any third party except as required by law or expressly authorized by Nexora.

12.3 Exceptions

Confidentiality obligations shall not apply to information that is publicly available, independently developed, lawfully obtained from a third party, or required to be disclosed by law.

12.4 Survival

The obligations contained in this Section shall survive termination of the Agreement for five (5) years, except for trade secrets, which shall remain protected for so long as they qualify as trade secrets under applicable law.

13. Representations and Warranties

13.1 Mutual Authority

Each party represents and warrants that it has the authority to enter into and perform its obligations under this Agreement.

13.2 Agent Partner Representations

The Agent Partner represents and warrants that all information provided to Nexora is accurate and complete and that participation in the Program will comply with all applicable laws and regulations.

13.3 Compliance Warranty

The Agent Partner represents and warrants that it will conduct all sales, marketing, and promotional activities in a lawful, ethical, and professional manner.

13.4 Disclaimer

Except as expressly stated in this Agreement, Nexora disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

14. Indemnification

14.1 Agent Partner Indemnification

The Agent Partner shall defend, indemnify, and hold harmless Nexora and its officers, directors, employees, affiliates, successors, and assigns from and against any claims, damages, liabilities, losses, judgments, penalties, costs, and expenses, including reasonable attorneys' fees, arising from:

(a) the Agent Partner's breach of this Agreement;

(b) the Agent Partner's violation of applicable law;

(d) any marketing, promotional, or sales activities conducted by the Agent Partner; or

(e) any claim arising from the Agent Partner's business operations.

14.2 Nexora Indemnification

Nexora shall defend and indemnify the Agent Partner against third-party claims arising solely from Nexora's gross negligence, willful misconduct, or material breach of this Agreement, subject to applicable limitations of liability.

14.3 Indemnification Procedure

The indemnified party shall promptly notify the indemnifying party of any claim and reasonably cooperate in the defense and resolution of such claim.

15. Force Majeure

Nexora Fulfillment shall not be liable for any delay or failure to perform its obligations under this Agreement resulting from causes beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, banking failures, telecommunications outages, utility failures, labor disputes, supply chain disruptions, or other force majeure events.

Any affected obligations shall be suspended for the duration of the applicable force majeure event, and Nexora shall resume performance as soon as reasonably practicable following the cessation of such event.

16. General Provisions

16.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Program and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements relating to its subject matter.

16.2 Amendments

Nexora Fulfillment may modify this Agreement at any time in its sole discretion. Any modifications shall become effective upon posting to Nexora's website or upon other notice provided by Nexora. Continued participation in the Program following any modification constitutes acceptance of the revised Agreement.

16.3 Assignment

The Agent Partner may not assign, transfer, delegate, sublicense, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of Nexora Fulfillment.

Nexora Fulfillment may assign this Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, financing transaction, or sale of assets.

16.4 Notices

All notices, requests, demands, consents, claims, waivers, and other communications under this Agreement shall be in writing and delivered by personal delivery, email, nationally recognized overnight courier, certified mail, or registered mail, return receipt requested.

A notice shall be deemed effective only upon actual receipt by the receiving party.

Notices to Nexora Fulfillment shall be sent to:

Nexora Fulfillment, LLC
Attn: Partner Program
20 S Charles St Ste 403 #3000
Baltimore, MD 21201

Email: partnerships@nexorafulfillment.com

Nexora may update its notice information by providing notice in accordance with this Section.

16.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of laws principles, except to the extent preempted by the Federal Arbitration Act.

16.6 Severability

If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and shall be interpreted to best effectuate the intent of the parties.

16.7 Waiver

No waiver of any breach or default under this Agreement shall be deemed a waiver of any preceding or subsequent breach or default. Any waiver must be in writing and signed by the party against whom the waiver is asserted.

16.8 Successors and Assigns

Subject to the restrictions on assignment contained herein, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Nexora's obligations relating to approved Qualified Accounts, recurring commissions, successor customer entities, and commission inheritance rights shall survive any merger, acquisition, sale of substantially all assets, or corporate reorganization involving Nexora.

16.9 Electronic Acceptance

The Agent Partner agrees that electronic acceptance of this Agreement, including acceptance through an online application, checkbox, electronic signature, or participation in the Program, shall constitute a legally binding agreement with the same force and effect as a handwritten signature.

16.10 Interpretation

Headings are included for convenience only and shall not affect the interpretation of this Agreement. Unless the context requires otherwise, words in the singular include the plural and words in the plural include the singular.

16.11 No Third-Party Beneficiaries

Except as expressly provided in this Agreement, nothing contained herein shall confer any rights or remedies upon any person or entity other than the parties and their respective successors and permitted assigns.

17. Dispute Resolution, Arbitration & Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Program, or the relationship between the parties shall be resolved exclusively through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

The arbitration shall be conducted before a single arbitrator in the State of Maryland. Each party shall bear its own attorneys' fees and costs unless otherwise awarded by the arbitrator or required by applicable law.

This Agreement shall be governed by the Federal Arbitration Act and the laws of the State of Maryland, without regard to conflict of law principles.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGENT PARTNER AND NEXORA EACH WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator shall have no authority to consolidate claims involving multiple parties or to preside over any form of representative proceeding.

Arbitration Opt-Out

An Agent Partner may opt out of this arbitration provision by sending written notice within thirty (30) days after first applying to participate in the Program. The notice must include the Agent Partner's name, mailing address, email address, and a clear statement of the intent to opt out of arbitration.

Opt-out notices shall be sent to:

Nexora Fulfillment, LLC
Attn: Legal – Arbitration Opt-Out
20 S Charles St Ste 403 #3000
Baltimore, MD 21201

Opting out of arbitration shall not affect any other provision of this Agreement.

ACKNOWLEDGMENT

By submitting your application through the Nexora Fulfillment Independent Agent Partner Program form, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.