Master Channel Agreement

This Master Channel Agreement ("Agreement") is entered into between KeepAlive Technologies S.L. ("Licensor", "Keep@live", "we"), a company incorporated under the laws of Spain, and the entity or individual applying for partnership through the Keep@live Partner Portal ("Partner", "you").

By submitting a Partner Application and/or purchasing licenses through the Partner Portal, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.

1Definitions

• "Software" means the Keep@live cybersecurity platform, including all modules, updates, and documentation provided by the Licensor.
• "License" means a time-limited, non-exclusive right to deploy and use the Software on a specific appliance identified by a unique Machine ID, for the number of assets specified at the time of purchase.
• "End Customer" means any third party to whom the Partner distributes, resells, or provides access to the Software under a valid License.
• "Partner Portal" means the online platform at keepalive.pro through which Partners manage licenses, purchases, and account settings.
• "NFR License" (Not For Resale) means a complimentary Evaluation License provided to verified Partners exclusively for internal testing, demonstrations, and proof-of-concept deployments.
• "Territory" means the geographic region(s) in which the Partner is authorized to distribute Licenses, as specified during the application process.

2Grant of Commercial Distribution Rights

Subject to the terms of this Agreement, the Licensor grants the Partner a non-exclusive, non-transferable, revocable right to:

• a)Purchase Licenses through the Partner Portal at the applicable partner pricing.
• b)Distribute and resell said Licenses to End Customers within the agreed Territory.
• c)Set their own retail pricing to End Customers, provided it does not fall below the Minimum Advertised Price (MAP) established by the Licensor, if applicable.
• d)Use the Keep@live brand assets, marketing materials, and technical documentation provided through the Partner Portal exclusively for the purpose of promoting and supporting the Software.

3Restrictions

The Partner shall NOT:

• ✕Modify, reverse-engineer, decompile, or create derivative works based on the Software.
• ✕Sublicense, assign, or transfer distribution rights to any third party without prior written consent from the Licensor.
• ✕Use NFR/Evaluation Licenses for commercial purposes or deploy them in production environments of End Customers.
• ✕Misrepresent the Partner's relationship with Keep@live as an exclusive or official endorsement beyond the scope of this Agreement.
• ✕Distribute Licenses outside the agreed Territory without prior authorization.
• ✕Bundle the Software with competing products without the Licensor's written approval.

4Partner Obligations

• •Provide Tier 1 technical support to End Customers, including initial troubleshooting, deployment guidance, and configuration assistance.
• •Ensure that each License is correctly associated with the End Customer's unique Machine ID at the time of purchase.
• •Maintain accurate records of all License distributions and make them available to the Licensor upon reasonable request.
• •Comply with all applicable laws and regulations in the Territory, including data protection legislation (GDPR, LOPDGDD, or local equivalents).
• •Escalate Tier 2+ support issues to the Licensor through the designated support channels.

5Pricing, Payment & Taxes

• •Partner pricing is published in the Partner Portal and may be updated by the Licensor with 30 days' written notice.
• •All purchases are processed through the Partner Portal. Payment is due at the time of purchase unless a credit arrangement has been agreed in writing.
• •All prices are exclusive of applicable taxes. The Partner is responsible for collecting and remitting all taxes (including VAT/IVA) applicable to transactions with End Customers.
• •The Licensor reserves the right to modify pricing at any time. Existing purchased licenses are not affected by price changes.

6Intellectual Property

All intellectual property rights in and to the Software, including but not limited to source code, algorithms, AI models, documentation, trademarks, and trade secrets, remain the exclusive property of KeepAlive Technologies S.L.

This Agreement does not transfer any ownership rights to the Partner or End Customers. The Partner is granted only the distribution rights expressly stated in Section 2.

7Data Sovereignty & Privacy

The Partner acknowledges and agrees that the Software is designed for on-premise deployment. End Customer data processed by the Software resides exclusively within the End Customer's infrastructure and is never transmitted to the Licensor or the Partner.

The Partner shall not request, collect, or store End Customer data processed by the Software. The only data shared with the Licensor is the information necessary for license generation and validation (Machine ID, asset count, license tier).

8Term & Termination

• •This Agreement is effective from the date the Partner's application is approved and continues for an initial period of twelve (12) months, renewing automatically for successive twelve-month periods unless terminated.
• •Either party may terminate this Agreement with thirty (30) days' written notice.
• •The Licensor may terminate this Agreement immediately if the Partner breaches any material term, including but not limited to unauthorized distribution, IP infringement, or misuse of NFR licenses.
• •Upon termination, all distribution rights cease. Licenses already sold to End Customers remain valid until their expiration date.

9Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

The Licensor's total aggregate liability under this Agreement shall not exceed the total fees paid by the Partner to the Licensor in the twelve (12) months preceding the claim.

10Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of Spain. Any disputes arising under or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Madrid, Spain.

11Amendments

The Licensor reserves the right to modify this Agreement at any time. Material changes will be communicated to the Partner via the email address registered in the Partner Portal with at least thirty (30) days' notice. Continued use of the Partner Portal after the effective date of modifications constitutes acceptance of the updated terms.