CloudNexus Partner Agreement

This CloudNexus Partner Agreement ("Agreement") is entered into between CloudNexus, Inc. ("CloudNexus", "we", "us", "our") and the entity or individual identified in the partner registration form ("Partner", "you", "your").

CloudNexus provides enterprise-grade cloud hosting, global CDN, managed databases, and Kubernetes infrastructure. This Agreement outlines the terms under which Partners may resell, refer, or integrate with CloudNexus services.

Definitions:

• Services: All cloud infrastructure, hosting, and software products offered by CloudNexus.
• Partner Tiers: Referral, Solution Partner, and Managed Service Provider (MSP), as defined in Section 3.
• End Customer: The third-party client procuring Services through the Partner.
• Net Revenue: The amount paid by the End Customer minus applicable taxes, refunds, and chargebacks.

As a CloudNexus Partner, you agree to adhere to the following obligations to maintain partnership status:

1. Compliance: You must comply with all applicable laws, regulations, and CloudNexus Acceptable Use Policies (AUP).
2. Brand Usage: You may use CloudNexus trademarks and logos only in accordance with the Brand Guidelines provided upon onboarding.
3. Technical Competency: Solution Partners and MSPs must maintain certified engineers or demonstrate technical proficiency through CloudNexus certification exams.
4. Support Escalation: You are responsible for first-line support for End Customers unless otherwise specified. CloudNexus will provide backend infrastructure support.
5. Accurate Representation: You must not misrepresent CloudNexus Services, SLAs, or pricing to End Customers.

CloudNexus offers three partner tiers, each with distinct benefits and commission structures:

Partners may upgrade tiers upon meeting qualification criteria, including minimum revenue thresholds and technical certifications.

CloudNexus will pay commissions based on Net Revenue generated from End Customers referred or managed by the Partner.

• Payment Schedule: Commissions are calculated monthly and paid within 30 days of the end of the billing cycle.
• Payout Methods: Bank Transfer (ACH/Wire), PayPal, or Crypto (USDC).
• Minimum Payout: $50.00 USD.
• Clawbacks: CloudNexus reserves the right to reverse commissions if End Customers are found to be fraudulent, abuse services, or refund within the first 90 days.
• Taxes: Partners are responsible for all applicable taxes. CloudNexus will issue 1099 forms for US-based Partners exceeding $600 annually.

Ownership: All CloudNexus intellectual property, including trademarks, APIs, documentation, and software, remains the exclusive property of CloudNexus, Inc. No license is granted except as explicitly stated.

Confidentiality: Both parties agree to keep confidential any proprietary information shared during the partnership, including pricing structures, technical architectures, and customer data. This obligation survives for 24 months post-termination.

Data Privacy: Partners must comply with GDPR, CCPA, and other applicable data protection laws when handling End Customer data hosted on CloudNexus infrastructure.

Term: This Agreement is effective upon electronic signature and continues until terminated by either party.

Termination for Convenience: Either party may terminate with 30 days written notice.

Termination for Cause: CloudNexus may terminate immediately if the Partner breaches material terms, engages in fraudulent activity, or violates the AUP.

Post-Termination: Upon termination, Partner API access will be revoked. Outstanding commissions earned prior to termination will be paid in full. End Customers will be transitioned to direct CloudNexus billing unless otherwise arranged.

CloudNexus Services are provided "AS IS". CloudNexus shall not be liable for any indirect, incidental, special, or consequential damages arising from the use of Services.

Total liability under this Agreement shall not exceed the total commissions paid to the Partner in the 12 months preceding the claim.

CloudNexus offers a Service Level Agreement (SLA) guaranteeing 99.999% uptime for enterprise instances. SLA credits apply to End Customer invoices but do not affect Partner commission calculations.

This Agreement shall be governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any disputes arising under this Agreement shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in Wilmington, Delaware.

If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force.