Maple Value-Added Reseller Agreement

Effective date: September 2, 2026

These Maple Value-Added Reseller Agreement terms (these “VAR Terms”) govern each Order Form that refers to them. The Agreement is between Maple AI, Inc., a Delaware corporation (“Maple”), and the entity named as Partner in the Order Form (“Partner”). It starts on the Effective Date in the Order Form. Maple and Partner are each a “Party” and together the “Parties.” By signing an Order Form, Partner agrees to the VAR Terms posted at that URL on the Effective Date.

1. Definitions

• “Active Monthly License” means a monthly license for a Customer location from its Live Date until Maple disables the Company Product for that location.
• “Agreement” means these VAR Terms, each Order Form, and each signed addendum between the Parties that applies to the reseller relationship.
• “Annual Pool License” means a prepaid license credit that Partner may assign to one Customer location under Section 4.4.
• “Company API” means Maple’s documented application programming interfaces, updates, and related materials that Maple gives Partner for an approved integration.
• “Company Customer Terms” means the then-current Maple Master Customer Agreement at https://maple.inc/mca and the product-specific and data-processing terms that it incorporates, as adapted for a Partner-billed sale under Section 2.6.
• “Company Marks” means the Maple names, logos, and other marks that Maple approves for Partner’s use.
• “Competing Voice AI Product” means a product or service other than the Company Product, whether offered by Partner or a third party, that uses artificial intelligence to answer or place voice calls, take orders or reservations, or provide customer service by voice in a way that competes with the Company Product.
• “Company Product” means Maple Voice, Maple Pro, and any Enterprise service identified in an Order Form or signed addendum, including updates that Maple makes generally available.
• “Customer” means a business that buys access to the Company Product from Partner for its own locations and not for further resale.
• “Customer Agreement” means Partner’s binding written agreement with a Customer for access to the Company Product.
• “Customer Data” means data that a Customer or Partner submits to the Company Product, or that the Company Product receives or creates for that Customer, excluding deidentified data and Maple’s service, security, and usage records.
• “Documentation” means Maple’s current user, technical, sales, support, and disclosure materials for the Company Product.
• “Downstream Seller” means a dealer, reseller, referral partner, or other channel party that Partner uses to find, sell to, bill, or support a Customer.
• “Enterprise Customer” means a Customer that has, with its affiliates, 50 or more physical locations, or that needs custom pricing, an Enterprise plan, a custom integration, or non-standard legal terms.
• “Intellectual Property Rights” means all patent, copyright, trademark, trade secret, database, design, moral, and other intellectual property rights, together with related applications and registrations.
• “Live Date” means the date on which Maple first processes live Customer traffic for a location, as shown in Maple’s service records.
• “Order Form” means a document signed by both Parties that identifies Partner and states the products, Wholesale Fees, Territory, and other deal-specific terms.
• “Partner Product” means Partner’s own product or service into which Partner connects the Company Product or Company API.
• “Qualified License” means each paid, unexpired Annual Pool License and each Active Monthly License. Assignment of an Annual Pool License does not create a second Qualified License.
• “Registered Opportunity” means a sales opportunity that Maple accepts under Section 2.3.
• “Reserved Account” means an account identified as reserved in the applicable Order Form or signed addendum.
• “Territory” means the territory stated in the applicable Order Form.
• “Wholesale Fee” means the amount that Partner owes Maple for a license or other item under an Order Form or signed addendum.

2. Appointment, Order Forms, and Sales

2.1 Appointment

Maple appoints Partner as a non-exclusive reseller of the Company Product to Customers in the Territory during the Term. Partner accepts that appointment. The Agreement does not grant exclusivity, a most-favored rate, or rights outside the Territory.

2.2 Order Forms

An Order Form becomes binding when both Parties sign it. Each Order Form forms part of the Agreement and governs only the products, Territory, and other items it identifies. A purchase order, portal term, email, or Customer Agreement does not change the Agreement. Maple may accept or reject a proposed Order Form in its discretion before signature.

2.3 Deal Registration

Partner may submit a prospect through Maple’s stated registration process. A submission must identify the prospect, planned locations, main contact, expected product, and active sales step. Maple will accept or reject it within five business days. If Maple does not respond, Maple will treat it as accepted. Protection lasts 90 days and extends for 30-day periods while Partner shows real progress. Protection ends if the prospect rejects the offer, becomes inactive, or Partner gives false or thin information.

2.4 Reserved and Enterprise Accounts

Registration does not cover a Reserved Account. Partner must obtain Maple’s written approval before it markets or sells to an Enterprise Customer. Maple may require a custom product, security, support, or pricing addendum. Registration protects the sales relationship but does not bind Maple to custom terms or pricing.

2.5 Downstream Sellers

Partner may use Downstream Sellers without Maple’s prior approval. Partner will keep the roster required by Section 5.7, bind each Downstream Seller to terms that protect Maple at least as well as the Agreement, and remain fully responsible for each Downstream Seller’s acts, omissions, statements, support, and payments. Maple owes no payment to a Downstream Seller. Maple may require Partner to stop using a Downstream Seller that commits fraud, breaks the law, creates a material security risk, or causes serious harm to Maple or the Company Product.

2.6 Customer Agreements

Partner will enter a Customer Agreement before a Customer gains access. The Customer Agreement must state the Customer’s price, term, tax, refund, support, and payment terms; require the Customer to comply with the Company Customer Terms for its access to and use of the Company Product; disclaim authority to bind Maple; and give Maple the right to enforce the flow-down terms that protect Maple and the Company Product. For a Partner-billed sale, the Customer Agreement controls price, billing, payment, taxes, refunds, commercial term, renewal, and first-line support. Partner, not Maple, is the seller and billing party unless Maple signs a direct order with the Customer. A reference in the Company Customer Terms to an order means the Customer Agreement only to identify the Customer, locations, and services; it does not require Maple to sign the Customer Agreement or invoice the Customer. Partner will keep proof of each Customer’s agreement and give it to Maple on reasonable request.

2.7 Independent Pricing

Partner alone sets the price and terms it charges Customers. Partner may charge more or less than Maple’s public or suggested price. Partner will not state or imply that Maple set or approved Partner’s price. Nothing in the Agreement limits Maple from changing its own prices or competing for business, subject to Section 7.4. Partner’s competitive activities are subject to Section 7.6.

2.8 Sales Conduct and Disclosures

Partner will use current Documentation, describe features and limits fairly, and make every notice that law or Maple’s written materials require. Partner will not promise a roadmap item, launch date, integration, service level, or result that Maple has not approved in writing. Partner will make clear that calls may use automated or artificial-intelligence technology and may be recorded or transcribed where required.

2.9 Training and First Launches

Maple will take part in the first five Customer launches. Partner and each sales or support worker who acts without Maple must first complete Maple’s then-current training and certification. Maple may require reasonable retraining after a material product or legal change.

2.10 No Agency

Partner acts as an independent contractor. It may not bind Maple, make a warranty for Maple, accept liability for Maple, or hold itself out as Maple’s agent, employee, franchisee, or legal partner.

3. Licenses, API, and Intellectual Property

3.1 Demonstration and Resale License

During the Term and subject to the Agreement, Maple grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Company Product and Documentation only to train its staff, give approved demonstrations, sell Customer access, and provide first-line support. Partner may let a Downstream Seller use Partner’s tools for those purposes only through Partner’s account and controls.

3.2 API License

If Maple enables an approved integration, Maple grants Partner a limited, non-exclusive, non-transferable, revocable license to use the Company API only to build, test, operate, and support that integration. Partner will follow the current API Documentation at https://docs.maple.inc, protect credentials, respect rate limits, and stop a use that threatens the Company Product. Maple will provide escalation support for the documented Company API under Section 5.3. Maple does not owe custom integration development, implementation, or maintenance, support for the Partner Product, or support for an undocumented or modified use unless a signed addendum states otherwise. Maple does not promise that every API or endpoint will remain unchanged.

3.3 Restrictions

Partner will not, and will not let another person: copy the Company Product except as allowed; reverse engineer, decompile, or seek source code, models, prompts, algorithms, or non-public data; defeat a security control; test for vulnerabilities without written consent; scrape or bulk extract data; build or train a competing product from the Company Product or its output; modify the Company Product or Documentation; remove a notice; rent or sublicense access except as the Agreement permits; or use the Company Product unlawfully.

3.4 Marks and Branding

Maple grants Partner a limited, non-exclusive, revocable license to use the Company Marks during the Term under Maple’s brand guidelines at https://maple.inc/maple-brand-guidelines. Partner will use ‘Powered by Maple’ in Customer-facing sales materials and, where practical, in the Customer experience. Partner must obtain Maple’s written approval for a material new use and give Maple a sample on request. Partner will not challenge Maple’s ownership of the Company Marks or register, adopt, or use a mark, name, domain, social-media handle, or other identifier that is confusingly similar to a Company Mark. White-label rights require an Order Form or signed addendum that grants them.

3.5 Ownership

Maple and its licensors own the Company Product, Company API, Documentation, Company Marks, service records, and all related Intellectual Property Rights. Partner owns the Partner Product, Partner marks, and its sales materials, excluding Maple material. No right passes except the limited rights the Agreement states.

3.6 Feedback and Open Source

Partner may give Maple feedback. Maple may use it without duty or payment, but will not name Partner as its source without consent. Open-source code included in the Company Product remains under its stated license.

3.7 Maple Equitable Relief

Partner agrees that a breach or threatened breach of Sections 3.3, 3.4, or 3.5, or continued sale, distribution, access, or use after the applicable rights end, may cause Maple harm that money cannot fully repair. Maple may seek an injunction or other equitable relief, in addition to its other remedies, without posting a bond to the extent law allows.

4. Wholesale Orders, Billing, and Payment

4.1 Partner Bills Customers

Partner is the sole billing party for each Customer. Partner will issue invoices, collect Customer charges, set and apply refunds and credits, manage chargebacks, and pay payment-processing fees. Maple will not invoice or collect from a Customer unless the Parties agree in writing or a post-termination transition requires it.

4.2 Wholesale Fees and Excluded Charges

Partner will pay Maple the Wholesale Fees and any other charge stated in an Order Form or signed addendum. Unless an Order Form states otherwise, Wholesale Fees exclude taxes and usage, delivery, payment, telecom, onboarding, custom-work, hardware, and other third-party charges. Partner’s duty to pay does not depend on whether Partner collects from a Customer. Customer nonpayment, discounting, refund, fraud, chargeback, processor fee, or downstream payment dispute does not reduce the amount due to Maple.

4.3 Qualified License Count and Marginal Bands

Maple will count Qualified Licenses across Maple Voice and Maple Pro to apply the marginal bands in the Order Form. Maple applies each band only to the license units within that band and counts each Customer location once for its active plan. Paid, unexpired Annual Pool Licenses occupy the lowest-numbered bands in purchase order. Active Monthly Licenses occupy the remaining units each month in Live Date order. An add-on, integration, feature, or assignment of an Annual Pool License does not create another count unless a signed addendum says otherwise.

4.4 Annual Pools

Partner will order an Annual Pool in writing and pay before Maple releases it. Maple prices each Annual Pool License under the marginal bands in effect when Maple accepts the order, and that fee remains fixed for its service year. Partner may assign a license to one Customer location within 12 months after purchase. Once assigned, the license runs for 12 months, cannot move to another location, and does not auto-renew. An unused license expires at the end of its 12-month assignment window without credit or refund. Maple may reject an order if Partner has an overdue amount or Maple lacks capacity for a stated launch plan.

4.5 Monthly Billing

Maple bills Active Monthly Licenses in arrears. Maple prorates the first and last month by calendar day, starting on the Live Date and ending when Maple disables service for that location. Partner will pay in U.S. dollars by ACH or wire within 14 days after the invoice date. Overdue amounts may bear interest at 1% per month or the highest lawful rate, whichever is less. Partner will pay Maple’s reasonable collection costs for an undisputed overdue amount.

4.6 Monthly Reconciliation

Within five days after each month-end, Partner will give Maple a file that lists each Customer legal name, Customer ID, location ID, plan, Live Date, end date if any, billing term, Annual Pool ID if any, status, and Downstream Seller. Maple may rely on its service records to bill Active Monthly Licenses and correct the file. Partner will not omit a location because its Customer invoice is late, waived, disputed, or unpaid.

4.7 Invoice Disputes; No Setoff

Partner must give written detail of an invoice dispute within seven days after receipt and pay the undisputed part on time. The Parties will work in good faith to settle the dispute. Partner may not offset a Customer refund, chargeback, bad debt, or other claim. Maple will issue a credit only for a clear Maple billing error, a credit that Maple approves in writing, or a Maple-caused service failure covered by an agreed service credit.

4.8 Taxes

Partner will collect, report, and pay all taxes tied to its retail sale and Customer charges. Maple will charge tax on its wholesale sale where law requires, unless Partner gives Maple a valid resale or exemption certificate before the invoice. Each Party will pay its own income, payroll, and property taxes and will give the other reasonable tax records needed for compliance.

4.9 Records and Audit

Partner will keep accurate Customer, license, billing, tax, and Downstream Seller records during the Term and for three years after. Once in any 12-month period, Maple may have an independent auditor inspect records that bear on amounts due, on at least 10 business days’ notice and during normal hours. Maple will pay unless the audit finds an underpayment of 5% or more for the period; then Partner will pay the reasonable audit cost and the shortfall with interest. The auditor must protect confidential data.

4.10 Fee Changes and New Products

Maple may change Wholesale Fees on 90 days’ written notice. A change does not affect a paid Annual Pool License during its service year. It applies only to Annual Pool orders placed after the notice period and Monthly License billing periods that begin after that period. A new product, Enterprise deal, payment-processing model, revenue share, or custom service requires an Order Form or signed addendum. Email alone does not amend pricing.

5. Service, Support, and Channel Operations

5.1 Maple Service

Maple will host and operate the Company Product, provide Partner access, and give Partner current Documentation. Maple may improve, replace, or remove a feature if it does not materially reduce the main function of a paid plan during its term. Maple may make a change needed for law, security, a third-party platform, or service stability at once.

5.2 Partner First-Line Support

Partner will handle Customer billing, refunds, account questions, basic configuration, known how-to questions, and initial issue intake at its own cost. Partner will keep trained support staff and give Customers a clear support route. Partner remains the only support route for its Downstream Sellers unless Maple agrees otherwise in writing.

5.3 Maple Escalation Support

Maple will handle product defects, platform outages, advanced configuration, and other issues that Partner cannot solve with Maple’s training and Documentation. Partner must give Maple the location ID, issue details, steps already taken, and any safe logs needed to investigate. Maple may contact a Customer to solve an issue, protect safety or security, or meet law, but that contact does not transfer the account or billing relationship.

5.4 Year-One Ramp

Unless the Order Form states another ramp, Partner will place at least 5 new locations live in the first contract quarter, 10 in the second, 15 in the third, and 20 in the fourth. A location counts when Maple first processes live Customer traffic. An unassigned Annual Pool License does not count toward the ramp.

5.5 Ramp Review

If Partner misses a quarterly target, Maple may give written notice and 30 days to cure the shortfall. If Partner does not cure it, Maple may pause new activations or require the Parties to sign a referral arrangement before Maple accepts future leads. Maple will not charge a shortfall fee, change a paid Annual Pool fee, or claw back a fee already earned under a volume band.

5.6 Customer Disclosures

Before launch, Partner will give each Customer accurate written information about plan features, limits, support, pricing, refunds, data use, call recording, automated or AI interaction, and any third-party services. Partner will not promise an unannounced feature, delivery date, integration, or service level.

5.7 Dealer Roster

Partner will keep a current list of Downstream Sellers and include changes in the monthly reconciliation file. The list must include each seller’s legal name, trade name, primary contact, and sales territory.

5.8 Suspension

Maple may suspend access that creates a security risk, breaks law, threatens the Company Product or another customer, uses false credentials, or remains unpaid after notice. Where practical, Maple will give notice and a chance to fix the issue. Maple may act at once when delay may cause harm. Suspension does not excuse an amount already due.

5.9 Credentials and Systems

Each Party will protect its credentials, limit access to trained workers who need it, and promptly disable access that is no longer needed. Partner is responsible for activity under Partner and Downstream Seller accounts until Partner reports a suspected compromise.

5.10 Insurance

During the Term, Partner will maintain at its own cost: commercial general liability insurance of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; technology errors-and-omissions and cyber liability insurance of at least $1,000,000 per claim and in the aggregate; workers’ compensation as law requires and employers’ liability insurance of at least $1,000,000; and commercial automobile liability insurance of at least $1,000,000 when Partner uses vehicles in its work under the Agreement. Partner will keep claims-made technology errors-and-omissions and cyber coverage for two years after the Agreement ends. Partner’s commercial general liability policy will name Maple, its affiliates, and their officers, directors, and workers as additional insureds for claims arising from Partner’s work and will apply on a primary and noncontributory basis. Where commercially available, Partner will obtain a waiver of subrogation in Maple’s favor and 30 days’ advance notice of cancellation or material reduction. Partner will give Maple certificates or other proof of coverage on request. Insurance does not limit Partner’s duties or liability under the Agreement.

6. Data and Legal Compliance

6.1 Customer Data

As between the Parties, the Customer owns its Customer Data. Partner owns no Customer Data merely because it bills the Customer. Each Party may use Customer Data only to meet its duties, follow Customer instructions, secure the service, or meet law.

6.2 Maple Processing

Partner authorizes Maple to process Customer Data to provide, support, secure, and improve the Company Product and to meet law. If law requires a data-processing addendum, the Parties will sign Maple’s current addendum before the covered processing starts. Maple’s privacy notice at https://maple.inc/privacy describes its public privacy practices but does not replace a signed data addendum.

6.3 Deidentified Data

Maple may create and use statistics and data that do not identify Partner, a Customer, or a person. Maple will not try to reidentify that data. Maple may use it to operate, secure, study, and improve its products and to report broad trends.

6.4 Partner Compliance

Partner will comply with laws that govern its sales, marketing, pricing, billing, taxes, refunds, privacy notices, call recording, text messages, automated or AI interactions, telemarketing, and Customer Data. Partner will obtain every required consent and will not direct Maple to collect or use data unlawfully.

6.5 Security Events

Each Party will maintain reasonable administrative, technical, and physical safeguards for data and systems in its control. A Party will tell the other without undue delay, and no later than 72 hours after confirmation, of a security event that materially affects the other Party or Customer Data. The notice will include known facts and updates, subject to law and security needs.

6.6 Cooperation

The Parties will reasonably help each other answer a lawful Customer, regulator, or data-subject request tied to the Company Product. The requesting Party will pay the other Party’s reasonable cost if the request results from the requesting Party’s breach or goes beyond normal support.

7. Marketing and Account Protection

7.1 Commercial Effort

Partner will use reasonable efforts to sell and support the Company Product and will keep enough trained sales and support staff for its active Customers.

7.2 Marketing and Publicity

Each Party may identify the other as a channel partner and use the other Party’s approved marks for that limited purpose. Neither Party may issue a press release, case study, testimonial, or detailed public claim about the relationship without the other Party’s written approval. Either Party may withdraw approval for a future use.

7.3 Brand Use

Partner will follow Maple’s brand guidelines and stop or correct a use that Maple reasonably finds misleading, unlawful, out of date, or harmful. Except for an approved white-label arrangement, Partner will not hide Maple’s role in providing the Company Product.

7.4 Registered-Account Protection

During an active registration and any paid Customer term that resulted from it, neither Party will use the other Party’s non-public sales information to bypass the other in order to take the same account. Maple may still support, secure, and communicate about the Company Product. Partner may still manage its Customer and Downstream Seller relationships. This Section does not bar normal competition for an unregistered, expired, rejected, or Reserved Account.

7.5 Employee Non-Solicit

During the Term and for 12 months after, Partner will not directly solicit for employment or hire a Maple employee or individual contractor with whom Partner worked closely under the Agreement or about whom Partner received Confidential Information. This limit does not cover a general advertisement, an unsolicited approach by the worker, a recruiter search not aimed at Maple, or a worker whose work for Maple ended at least six months earlier.

7.6 Competing Voice AI Products

During the Term, Partner will not, directly or through a Downstream Seller, develop, market, sell, resell, distribute, implement, or support a Competing Voice AI Product. This restriction does not prevent Partner from offering point-of-sale, payment, delivery, reservation, telephony, or other products that do not compete with the Company Product. Maple may approve an exception in writing. This Section does not limit Maple’s right to sell directly or through other partners.

7.7 Customer Non-Solicit

During the Term and for 12 months after, Partner will not directly solicit, encourage, or induce a Customer that uses the Company Product, or used it during the prior 12 months, to reduce or end its use of the Company Product or to move to a Competing Voice AI Product. Partner may give records and other help needed for a transition under Section 12.5, but it may not use that process to steer a Customer to a Competing Voice AI Product.

8. Confidentiality

8.1 Confidential Information

‘Confidential Information’ means non-public business, product, technical, security, pricing, Customer, and financial information that a Party gives the other and that a reasonable person would understand to be confidential. It includes non-public Order Form pricing and addenda, Customer lists, roadmaps, credentials, models, prompts, and non-public Documentation. It does not include these publicly posted VAR Terms or information that the recipient can show it lawfully knew without restriction, received lawfully from another source, developed without use of the information, or became public without breach.

8.2 Use and Protection

The recipient will use Confidential Information only to perform or enforce the Agreement. It will protect it with at least reasonable care and give it only to workers, affiliates, advisers, and contractors who need it and must protect it. The recipient remains responsible for those people.

8.3 Required Disclosure

If law requires disclosure, the recipient will, where lawful, give prompt notice and reasonable help so the owner may seek protection. The recipient will disclose only what law requires.

8.4 Return and Injunction

On request or at the end of the Agreement, the recipient will return or destroy Confidential Information, except for secure backups and copies that law requires it to keep. A breach of this Section may cause harm that money cannot fully repair, so the owner may seek an injunction in addition to other remedies.

9. Warranties and Disclaimers

9.1 Mutual Warranties

Each Party states that it has authority to enter the Agreement and that its performance will comply with law. Partner also states that its Customer Agreements, sales acts, billing, taxes, disclosures, Partner Product, and Downstream Sellers will comply with the Agreement and law.

9.2 Maple Product Warranty

Maple states that the Company Product will materially perform as the current Documentation describes during a paid term. Partner must report a claimed breach with enough detail for Maple to test it. Maple’s sole duty, and Partner’s sole remedy, is for Maple to correct or reperform the affected service or, if Maple cannot do so in a reasonable time, end the affected license and refund the unused prepaid Wholesale Fee for it.

9.3 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, EACH PARTY PROVIDES ITS PRODUCTS, SERVICES, MATERIALS, AND DATA ‘AS IS.’ TO THE MAXIMUM EXTENT LAW ALLOWS, EACH PARTY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. MAPLE DOES NOT WARRANT THAT THE COMPANY PRODUCT WILL BE ERROR-FREE, UNINTERRUPTED, OR FIT FOR EVERY CUSTOMER WORKFLOW, OR THAT AN AI-GENERATED RESULT WILL ALWAYS BE COMPLETE OR CORRECT.

9.4 Third-Party Services

Maple is not responsible for a point-of-sale system, carrier, delivery service, reservation system, payment processor, or other third-party service. A failure or change in such a service may limit the Company Product.

10. Indemnity

10.1 Maple IP Indemnity

Maple will defend Partner against a third-party claim that the unmodified Company Product, when used as the Agreement permits, infringes a U.S. patent, copyright, or trade secret, and will pay a final court award or settlement that Maple approves. Maple has no duty for a claim caused by Partner material, a Partner Product, an unauthorized change or use, a combination Maple did not supply, continued use after Maple gives a non-infringing replacement, or a Downstream Seller or Customer breach.

10.2 IP Remedies

If an infringement claim may block use, Maple may obtain the right to continue, change or replace the affected item without material loss of function, or end the affected service and refund the unused prepaid Wholesale Fee. This Section states Maple’s full duty for an infringement claim.

10.3 Partner Indemnity

Partner will defend Maple, its affiliates, and their officers, directors, workers, and agents against a third-party claim arising from Partner’s or a Downstream Seller’s Customer Agreement, retail price, invoice, tax, refund, chargeback, marketing, statement, disclosure, privacy practice, call or message consent, Partner Product, Customer Data supplied by Partner, unlawful instruction, or breach of the Agreement. Partner will pay a final court award or settlement that Partner approves.

10.4 Process

The protected Party will promptly give written notice, let the indemnifying Party control the defense and settlement, and give reasonable help at the indemnifying Party’s cost. A late notice reduces the duty only to the extent it causes real harm. The indemnifying Party may not admit fault for, bind, or impose a non-money duty on the protected Party without written consent.

11. Limits of Liability

11.1 Excluded Damages

TO THE MAXIMUM EXTENT LAW ALLOWS, NEITHER PARTY WILL BE LIABLE FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOSS OF DATA, OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE AGREEMENT, EVEN IF IT KNEW SUCH DAMAGE WAS POSSIBLE.

11.2 Liability Cap

EXCEPT FOR THE ITEMS IN SECTION 11.3, EACH PARTY’S TOTAL LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE WHOLESALE FEES PAID OR PAYABLE TO MAPLE DURING THE 12 MONTHS BEFORE THE EVENT THAT FIRST GAVE RISE TO THE CLAIM. IF THE EVENT OCCURS DURING THE FIRST 12 MONTHS, THE CAP WILL USE THE THEN-CURRENT MONTHLY RUN RATE ANNUALIZED, PLUS PAID ANNUAL POOL FEES, WITHOUT COUNTING THE SAME LICENSE TWICE.

11.3 Exclusions

Sections 11.1 and 11.2 do not limit Partner’s payment duties; a Party’s fraud, gross negligence, or willful misconduct; a breach of Section 3 or 8; or a Party’s duties under Section 10. The law of the place with jurisdiction controls any limit that law does not allow.

12. Term, Termination, and Transition

12.1 Term

The Agreement starts on the Effective Date and continues for the initial term in the Order Form. It then renews for one-year terms unless either Party gives at least 60 days’ notice of non-renewal.

12.2 Convenience Termination

Either Party may end the Agreement for any reason on 60 days’ written notice.

12.3 Cause

Either Party may end the Agreement if the other Party materially breaches and does not cure within 30 days after written notice. Maple may use a 10-day cure period for an undisputed overdue amount. A Party may end at once if the other Party becomes insolvent, stops business, commits fraud tied to the Agreement, or creates a material legal or security risk that cannot reasonably be cured.

12.4 Effect on Sales and Licenses

When a termination or expiration takes effect, Partner will stop new sales, Annual Pool orders, renewals, and new activations. Paid Annual Pool Licenses will continue through their service years, and the Agreement will govern them, unless Maple may suspend under Section 5.8. Active Monthly Licenses will enter the 60-day transition in Section 12.5. Partner will pay all amounts due through the end of service.

12.5 Transition

For Active Monthly Licenses, the Parties will use a 60-day billing and service handoff period. They will act in good faith to avoid a needless Customer service break. Partner will give Maple or the Customer the records and consents needed for transition. Maple may offer a direct or replacement-channel agreement after Partner’s paid or transition term ends. Maple will not assume Partner’s refunds, credits, taxes, or other Customer debts.

12.6 Return and Survival

Each Party will stop using the other Party’s marks and return or destroy Confidential Information as Section 8 requires. Sections 1, 3.3-3.5, 3.7, 4, 5.10, 6, 7.4, 7.5, 7.7, 8, 9.3, 9.4, 10, 11, 12.4-12.6, and 13 survive to the extent needed to give them effect.

13. General

13.1 Governing Law and Courts

New York law governs the Agreement without regard to conflict rules. The state and federal courts in New York County, New York have exclusive jurisdiction, and each Party accepts those courts. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Notices

A notice under the Agreement must be in writing. A Party may send routine notices by email to the business contact in the Order Form. A notice of breach, termination, indemnity claim, or legal process must also go by personal delivery, nationally known overnight service, or certified mail to the notice address in the Order Form. Notices to Maple go to Maple AI, Inc., 169 Madison Ave, Suite 11704, New York, NY 10016, Attention: Legal, with a copy to hello@maple.inc. Notice takes effect on receipt or refused delivery. A Party may change its details by notice.

13.3 Assignment

Neither Party may assign the Agreement without the other’s written consent, which it will not unreasonably withhold. A Party may assign it without consent to an affiliate or as part of a merger, reorganization, or sale of all or nearly all assets tied to the Agreement, if the assignee accepts all duties in writing. Partner may not use this Section to transfer Customers to a Downstream Seller.

13.4 Force Majeure

Neither Party is liable for delay caused by an event beyond its reasonable control, except that the event does not excuse a payment duty. The affected Party will give prompt notice, limit the harm, and resume work when it can.

13.5 Export and Sanctions

Each Party will comply with export, sanctions, and trade laws. Partner will not allow access from a barred place or by a barred person.

13.6 Order of Control

A signed addendum controls over an Order Form; an Order Form controls over these VAR Terms for the items it addresses; these VAR Terms control over Documentation and policies. Each Order Form applies only to its stated subject. A Customer Agreement does not amend Maple’s duties.

13.7 Hosted Versions and Changes

The VAR Terms posted at https://maple.inc/var on the Effective Date control the Agreement. Maple will keep an archived copy of that text. Maple may post a new version, but a posted change applies to an existing Agreement only when the Parties sign an Order Form or addendum that adopts it, or when the Agreement renews after Maple gives at least 30 days’ written notice of the new version. A new version will not shorten a paid Annual Pool service year. This Section does not limit a product, Documentation, policy, Company Customer Terms, or Wholesale Fee change that the Agreement otherwise permits.

13.8 Changes; Waiver

Except for a change allowed by Section 13.7 or another express term of the Agreement, a change must be in a writing signed by both Parties. A waiver must be in writing and applies only to that case. Delay does not waive a right.

13.9 Severability

If a court cannot enforce a term, it will narrow that term to the least extent needed and will enforce the rest.

13.10 Entire Agreement

The Agreement forms the full agreement about its subject and replaces prior proposals and talks. Purchase-order boilerplate, portal text, and a Customer Agreement do not add terms.

13.11 Counterparts and E-Signatures

The Parties may sign an Order Form or addendum in counterparts and use electronic signatures. Each signed copy counts as an original, and all copies form one agreement.

13.12 No Other Beneficiaries

Except for Maple’s right to enforce Customer flow-down terms and the protected people in Section 10, the Agreement gives no right to a third party.