DIGITAL PARTNERSHIP AGREEMENT

Last Updated: 20th February 2025

This DIGITAL PARTNERSHIP AGREEMENT* ("Agreement") is entered into by and between *Archiater Studio Sdn Bhd* ("Archiater Studio"), a company duly incorporated under the laws of Malaysia with its principal place of business in Kuala Lumpur, and the *Prospective Partner ("Prospective Partner"), whether an individual or a legal entity, upon the Prospective Partner's electronic acceptance by clicking the designated checkbox on the Partnership Registration Form ("Electronic Acceptance"). Such Electronic Acceptance evidences the Prospective Partner's agreement to be bound by the terms set forth herein, subject to subsequent evaluation and appointment.

1. DEFINITIONS

2. FORMATION AND EVALUATION

1. Prospective Partnership Formation: By providing Electronic Acceptance, the Prospective Partner agrees to be bound by this Agreement as a Prospective Partner. This Agreement outlines the terms and conditions under which the Prospective Partner may later be appointed as an Appointed Partner.
2. Evaluation Process: Submission of the registration form and acceptance of this Agreement does not automatically confer the status of Appointed Partner. The Prospective Partner shall undergo further processes and procedures, as determined by Archiater Studio, for evaluation purposes. Archiater Studio reserves the sole and exclusive right to evaluate and select Prospective Partners based on its internal criteria.
3. No Obligation to Appoint: Nothing in this Agreement obligates Archiater Studio to appoint any Prospective Partner as an Appointed Partner. Appointment is entirely at the discretion of Archiater Studio.

3. SCOPE OF ENGAGEMENT AND PARTNERSHIP CATEGORIES

1. Scope: Upon appointment as an Appointed Partner, the Partner's activities may include marketing, promoting, and providing first-level support services for the ARC Starter Pack and related digital solutions.

2. Partnership Categories: The Partnership Program is divided into four distinct categories, each with specific roles, responsibilities, support levels, and commission structures:

   Basic Reseller

   • Role: Acts as a Sales Agent, providing initial client support.
   • Responsibilities: Market the ARC Starter Pack, facilitate client registrations, and deliver first-level support.
   • Support Eligibility: Receives a limited level of support from Archiater Studio.
   • Commission Rates:
     
     • Monthly-Subscription:
       
       • First five (5) clients at 10%, next ten (10) clients at 15%, and subsequent clients at 20%.
     • Annual-Subscription (One-Time Payment):
       
       • First five (5) clients at 10%, next ten (10) clients at 15%, and subsequent clients at 20%.

   Value-Added Reseller ("VAR")

   • Role: Functions as a Business Consultant, bundling additional services (e.g., accounting, HR, digital marketing) with ARC digital solutions.
   • Responsibilities: Provide integrated service offerings and first-level client support.
   • Support Eligibility: Receives a higher level of support compared to Basic Resellers.
   • Commission Options:
     
     • Option to purchase wholesale ARC Digital Solutions (minimum of fifty (50) monthly subscriptions); or
     • Subscription-based commission:
       
       • Monthly-Subscription:
         
         • First five (5) clients at 15%, next ten (10) clients at 20%, and subsequent clients at 25%.
       • Annual-Subscription (One-Time Payment):
         
         • First five (5) clients at 15%, next ten (10) clients at 20%, and subsequent clients at 25%.

   Implementation and Training

   • Role: Acts as a Product Expert responsible for onboarding and guiding clients.
   • Responsibilities: Provide detailed product training, configuration, and troubleshooting, including on-site support when required.
   • Support Eligibility: Receives prioritised support from Archiater Studio.
   • Commission on ARC Points:
     
     • Ten (10) ARC Points: 20%
     • Thirty (30) ARC Points: 25%
     • Fifty (50) ARC Points: 30%
   • Additional Remuneration: RM50 per hour for on-site troubleshooting and product training provided to clients outside the Appointed Partner's direct account.

   Strategic

   • Role: Functions as a Technologist or System Integrator, leveraging its own digital solutions in conjunction with ARC Digital Solutions.
   • Responsibilities: Develop integrated solutions and facilitate profit-sharing arrangements.
   • Support Eligibility: Receives a superior level of support compared to other categories.
   • Financial Terms: Specific commission rates and financial benefits shall be negotiated individually and memorialised in an addendum to this Agreement.

4. COMMISSION, PAYMENT, AND INCENTIVE STRUCTURE

1. Commission Structure: Upon appointment as an Appointed Partner, commissions will be payable as follows:

   • Monthly Subscription Commission:
     
     • Basic Reseller:
       
       • 10% for the first five (5) clients, 15% for the next ten (10) clients, and 20% for subsequent clients.
     • VAR:
       
       • 15% for the first five (5) clients, 20% for the next ten (10) clients, and 25% for subsequent clients.
   • Annual Subscription Commission (One-Time Payment):
     
     • Basic Reseller:
       
       • 10% for the first five (5) clients, 15% for the next ten (10) clients, and 20% for subsequent clients.
     • VAR:
       
       • 15% for the first five (5) clients, 20% for the next ten (10) clients, and 25% for subsequent clients.
   • ARC Points Commission:
     
     • Implementation and Training (ARC Points):
       
       • Ten (10) ARC Points: 20% commission
       • Thirty (30) ARC Points: 25% commission
       • Fifty (50) ARC Points: 30% commission

2. Payment Terms: Commissions shall be calculated monthly and disbursed within thirty (30) days after the close of each calendar month, subject to revenue verification and collection. Any adjustments or disputes will be handled in accordance with the dispute resolution provisions herein.

5. OBLIGATIONS, DUTIES, AND RESPONSIBILITIES

1. Appointed Partner's Duties:

   • Adhere to all policies, guidelines, and instructions issued by Archiater Studio.
   • Actively market and promote the ARC Starter Pack and associated digital solutions.
   • Accurately report client engagements, sales, and support activities.
   • Maintain the confidentiality of all proprietary information disclosed by Archiater Studio.

2. Archiater Studio's Duties:

   • Provide the necessary marketing materials, product training, and technical support.
   • Ensure the ARC Starter Pack and associated digital solutions are maintained and updated in line with industry standards.
   • Process commission payments accurately and address any concerns raised by the Appointed Partner.

6. SUPPORT LEVELS AND RESOURCE ACCESS

1. Defined support tiers for each Partnership Categories are as follows:

   • Basic Reseller:
     
     • Priority: Limited
     • Inclusions: 24/5 email support; access to basic training material
   • VAR:
     
     • Priority: Medium
     • Inclusions: Priority email / chat support; advanced configuration guides
   • Implementation and Training:
     
     • Priority: High
     • Inclusions: Dedicated account manager; full training portal access
   • Strategic:
     
     • Priority: Highest
     • Inclusions: 24/7 emergency support; co-marketing opportunities

2. Escalation Protocol: All Appointed Partners understand that all means of first-level support shall be exhausted before escalating to Archiater Studio.

7. INTELLECTUAL PROPERTY

1. All intellectual property rights---including trademarks, trade names, copyrights, and patents---associated with the ARC Starter Pack and ancillary digital solutions remain the exclusive property of Archiater Studio.
2. The Appointed Partner is granted a non-exclusive, non-transferable license to use Archiater Studio's intellectual property solely for the purposes of performing its obligations under this Agreement, in accordance with Archiater Studio's guidelines.

8. CONFIDENTIALITY AND DATA PROTECTION

1. Each party agrees to maintain the confidentiality of all non-public information disclosed during the term of this Agreement.
2. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.
3. PDPA Compliance: All Appointed Partners agree to comply with Malaysia's Personal Data Protection Act 2010 in handling client information.

9. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

1. Representations and Warranties:

   • Each party warrants that it has the authority and capacity to enter into this Agreement.
   • The Prospective Partner warrants that it will comply with all applicable laws and regulations in connection with its activities under this Agreement.

2. Indemnification:

   • The Prospective Partner agrees to indemnify and hold harmless Archiater Studio, its directors, officers, employees, and agents from any claims arising out of its breach of this Agreement or negligent conduct.
   • Archiater Studio shall indemnify the Prospective Partner only for claims arising solely from its gross negligence or willful misconduct.

10. LIMITATION OF LIABILITY

1. Neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of this Agreement.
2. The aggregate liability of either party under this Agreement shall not exceed the total amount of commissions paid or payable in the preceding twelve (12) months.

11. TERM, TERMINATION, AND RENEWAL

1. Term: This Agreement becomes effective upon Electronic Acceptance and shall remain in force until terminated in accordance with its terms.
2. Termination: Either party may terminate this Agreement upon thirty (30) days' written notice if a material breach remains uncured. Archiater Studio may terminate immediately for cause, including but not limited to fraud, gross negligence, or any conduct detrimental to its reputation.
3. Renewal: This Agreement shall automatically renew annually unless either party provides written notice of non-renewal at least thirty (30) days prior to the renewal date.

12. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Agreement shall be governed by and construed in accordance with the laws of Malaysia.
2. Any disputes arising out of or in connection with this Agreement shall first be resolved through good faith negotiations. If unresolved, the dispute shall be submitted to arbitration in Kuala Lumpur in accordance with the Arbitration Act 2005 (Malaysia).

13. FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations due to events beyond its reasonable control, including natural disasters, government acts, or other unforeseen circumstances.

14. MISCELLANEOUS

1. Entire Agreement: This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, whether written or oral.
2. Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by duly authorised representatives of both parties.
3. Waiver: No waiver of any term or condition of this Agreement shall be deemed a waiver of any subsequent breach thereof.
4. Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15. ELECTRONIC EXECUTION AND ACCEPTANCE

1. By clicking the "I have read and I accept the Digital Partnership Agreement" checkbox on the Partnership Registration Form, the Prospective Partner acknowledges that it has read, understood, and agrees to be bound by all terms and conditions of this Agreement.
2. Notwithstanding the Electronic Acceptance, the Prospective Partner understands that such acceptance does not constitute an appointment as an Appointed Partner. The Prospective Partner shall be subject to further evaluation and approval by Archiater Studio pursuant to its internal processes. Only upon successful completion of such evaluation will the Prospective Partner be deemed an Appointed Partner and bound by the full operational obligations of the Partnership Program.
3. If the Prospective Partner does not agree to these terms, it is advised not to proceed with the registration process.

IN WITNESS WHEREOF, the parties have executed this Agreement electronically as of the date of Electronic Acceptance.

For Archiater Studio Sdn Bhd:
Name: Khairil Imran Md Khair
Title: Chief Executive Officer
Date: 20th February 2025

For the Prospective Partner:
By clicking "I have read and I accept the Digital Partnership Agreement," the Prospective Partner acknowledges and agrees to the terms herein.