Reseller & Partner Agreement

Effective June 18, 2026

This Reseller & Partner Agreement (the “Agreement”) is between iCodice LLC, doing business as SalonAiX (“SalonAiX”, “we”, “us”), and the individual or entity that enrolls in our reseller and referral program (“Partner”, “you”). It supplements and incorporates by reference our Terms of Service and Privacy Policy. By enrolling, clicking “I agree”, or referring a customer, you accept this Agreement. If you don’t agree, don’t participate in the program.

1. Definitions

“Program” — the SalonAiX reseller and referral partner program.

“Program Materials” — the program policies, commission schedule, brand guidelines, and partner-portal terms we publish and may update from time to time.

“Referred Customer” — a salon or business you refer that is new to SalonAiX and is attributed to you under Section 4.

“Qualified Referral” — a Referred Customer that becomes a paying subscriber and is not excluded under Section 4.

“Subscription Fees” — the recurring subscription fees actually collected by us from a Referred Customer, net of taxes, refunds, credits, and chargebacks.

“Commission” — the amount payable to you under Section 5.

“Marks” — the SalonAiX names, logos, and brand assets we license to you under Section 8.

2. Appointment

We appoint you as a non-exclusive referral partner to promote and refer customers to SalonAiX in accordance with this Agreement and the Program Materials. The appointment is non-exclusive, revocable, and grants no territory, market, or customer exclusivity. We may appoint other partners, sell directly, and compete for any customer, including customers in your area or pipeline.

You are an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, agency, fiduciary, or employment relationship. You have no authority to bind SalonAiX, to make representations, warranties, commitments, or guarantees on our behalf, to set our prices, or to enter into agreements for us.

3. Enrollment and eligibility

• You must enroll, provide accurate and complete information, and keep it current.
• You must comply with this Agreement, the Program Materials, the Terms of Service, and applicable law at all times.
• We may approve, decline, suspend, or remove any partner at our discretion, including for inaccurate information, inactivity, or conduct that harms SalonAiX or its customers.

4. Referrals and attribution

You may refer customers only through the channels and tracking we provide (for example, your unique referral link or code, or a lead form we designate). A referral is attributed to you only if the customer is new to SalonAiX, is recorded through our tracking, and follows the process in the Program Materials.

A referral is not a Qualified Referral, and earns no Commission, if it:

• is an existing or prior SalonAiX customer, or already in our active sales pipeline;
• is you, your affiliates, or accounts you control (no self-referrals);
• is duplicated by, or in conflict with, another partner’s prior attribution;
• results from spam, incentivized fraud, misrepresentation, or trademark-bidding prohibited by Section 7; or
• does not become, or ceases to be, a paying subscriber.

We determine attribution and eligibility in good faith, and our determination is final absent manifest error. Attribution windows and tie-breaking rules are described in the Program Materials.

5. Commission

• For each Qualified Referral, we pay Commission on the Subscription Fees we actually collect, at a rate between 10% and 25% on a sliding scale based on the volume of your active Qualified Referrals, as set out in the commission schedule in the Program Materials.
• Commission is recurring: it is earned each billing cycle for which we collect Subscription Fees from the Referred Customer and you remain an active partner in good standing, for as long as both remain true.
• Commission is earned only on amounts actually received by us and not later refunded, credited, or charged back. No Commission is owed on taxes, third-party pass-through fees, one-time fees we exclude in the Program Materials, or uncollected amounts.
• We may change commission rates, tiers, and the schedule prospectively on notice; changes apply to billing cycles after the stated effective date and do not reduce Commission already earned.

6. Payment terms

• Commission accrues monthly and is paid in arrears on the schedule stated in the Program Materials (for example, monthly, after the close of the month in which the Subscription Fees were collected), once your balance exceeds the minimum payout threshold stated in the partner portal.
• Payments are made by the method you select in the partner portal, in U.S. dollars unless we agree otherwise. You are responsible for any payment-processing or currency-conversion fees on your side.
• You are responsible for all taxes on your Commission and will provide valid tax documentation (e.g. a Form W-9, or W-8 for non-U.S. partners) before we are obligated to pay. We may withhold amounts required by law.
• We provide commission statements through the partner portal. You must notify us of any dispute within 60 days of a statement; otherwise it is deemed accepted.
• Clawback. If Subscription Fees on which Commission was paid are later refunded, credited, or charged back, or if a referral is found ineligible or fraudulent, we may offset or recover the corresponding Commission from future payments or invoice you for it.

7. Partner obligations and conduct

You will, at your own expense:

• market SalonAiX lawfully, truthfully, and only with claims and materials we authorize;
• use only current, approved Program Materials and Marks, and not alter them or create a misleading impression of your relationship with us;
• make no guarantees, warranties, or representations about SalonAiX beyond what we publish or authorize in writing;
• comply with all laws applicable to your marketing, including the CAN-SPAM Act, the TCPA, and equivalent laws, and obtain all consents required for your own outreach;
• not send spam or deceptive, misleading, or unsolicited communications, and not engage in cookie-stuffing, forced clicks, or similar practices;
• not bid on, or use in paid search, our Marks or confusingly similar terms except as the Program Materials permit;
• not collect customer payment details or personal data on our behalf, or create or access customer accounts, except as we expressly authorize;
• direct customers to us for support, billing, and contractual matters, and not purport to provide them on our behalf; and
• not disparage SalonAiX or its products.

8. Trademarks and brand use

We grant you a limited, non-exclusive, non-transferable, revocable license to use the Marks solely to promote SalonAiX under the Program, in accordance with our brand guidelines and this Agreement. You acquire no ownership in the Marks; all use of the Marks, and all associated goodwill, inures to our benefit. You will not register, or attempt to register, the Marks or any confusingly similar name, domain, or handle. This license ends automatically on termination of this Agreement or on our request.

9. Restrictions

You will not, and will not permit others to:

• resell, sublicense, rent, or provide the Service except as the Program expressly allows;
• set or represent SalonAiX pricing, or offer discounts, rebates, or incentives we have not authorized;
• create referrals through fraud, automated means, or incentives that violate Section 4 or the Program Materials;
• access, copy, or use SalonAiX systems, data, or customer information beyond what the Program provides; or
• act in any way that creates liability for SalonAiX or harms its reputation, customers, or deliverability.

10. Confidentiality

Each party may receive non-public information from the other, including the Program Materials, commission rates and tiers, pricing, customer information, and product roadmaps (“Confidential Information”). You will protect our Confidential Information with at least reasonable care, use it only to perform under this Agreement, and not disclose it except to personnel who need it and are bound by confidentiality. This obligation survives termination for three years (and indefinitely for trade secrets).

11. Data protection and privacy

You will comply with all applicable data-protection and privacy laws in your marketing and referral activities, including obtaining any required consents for communications you send. Any personal information you share with us (for example, a referred contact) must have been collected lawfully and with the notices and consents required for us to contact them. We process personal information as described in our Privacy Policy. You are not authorized to process SalonAiX customer personal data on our behalf except under a separate written data-processing agreement.

12. Term and termination

• This Agreement begins when you enroll and continues until terminated. Either party may terminate for convenience on 30 days’ written notice (including through the partner portal).
• We may suspend or terminate immediately, and withhold or claw back Commission, for your breach, fraud, insolvency, or conduct that harms SalonAiX, its customers, or its deliverability or reputation.
• On termination, your appointment and the license in Section 8 end; you will stop referring customers, using the Marks and Program Materials, and representing yourself as a SalonAiX partner. Commission accrued and payable for periods before the termination date remains payable (subject to the clawback in Section 6); unless we agree otherwise in writing, you stop earning Commission on and after the termination date, including on existing Referred Customers.
• Sections that by their nature should survive — including Confidentiality, Restrictions, accrued payment and clawback, Indemnification, Disclaimers and Limitation of Liability, and General — survive termination.

13. Representations and warranties

Each party represents that it has the authority to enter into this Agreement. You further represent that your participation, marketing, and referrals will comply with this Agreement, the Program Materials, and applicable law, and that any contacts you submit were obtained lawfully.

14. Indemnification

You will indemnify and hold harmless SalonAiX, its affiliates, and personnel from third-party claims, losses, and expenses arising from (a) your marketing, claims, or representations about SalonAiX; (b) your use of the Marks or Program Materials in breach of this Agreement; (c) your communications, including any CAN-SPAM, TCPA, or data-protection violations; or (d) your breach of this Agreement or applicable law.

15. Disclaimers and limitation of liability

The Program and Program Materials are provided “as is”. We do not guarantee any minimum referrals, conversions, Commission, or earnings, or that the Program will continue unchanged.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSION WE PAID YOU IN THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16. Compliance with laws

You will comply with all applicable laws in performing under this Agreement, including anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act), economic-sanctions and export-control laws, and anti-spam and telemarketing laws. You will not offer or accept bribes or improper payments in connection with the Program.

17. Relationship; modifications to the Program

The parties are independent contractors (see Section 2). We may modify the Program, the Program Materials, the commission schedule, and this Agreement prospectively by posting an update and, for material changes, giving notice (including through the partner portal). Continued participation after the effective date is acceptance; if you do not agree, your remedy is to stop participating and terminate under Section 12.

18. General

• Governing law and disputes. This Agreement is governed by the laws of State of Illinois, USA, without regard to conflict-of-laws principles, and disputes will be resolved in the courts located in that jurisdiction.
• Entire agreement. This Agreement, the Terms of Service, the Privacy Policy, and the Program Materials are the entire agreement between the parties regarding the Program. If this Agreement conflicts with a signed partner agreement we execute with you, the signed agreement controls; otherwise, for Program matters this Agreement controls over the general Terms of Service.
• Assignment. You may not assign this Agreement without our written consent. We may assign it in connection with a merger, acquisition, or sale of assets.
• Notices. Notices to us go to legal@salonaix.com; notices to you may be sent to your account email or through the partner portal.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect; failure to enforce a provision is not a waiver.

19. Contact