1. INDEPENDENT CONTRACTOR. Channel Agent is an independent contractor of Metrobloks, and this Agreement will not be construed to create any association, partnership, joint venture, employee, or agency relationship between Channel Agent and Metrobloks for any purpose. Channel Agent has no authority (and will not hold itself out as having authority) to bind Metrobloks and Channel Agent will not make any agreements or representations on Metrobloks' behalf without Metrobloks' prior written consent. Channel Agent will not be eligible to participate in any benefits plans offered by Metrobloks to its employees, and Metrobloks will not be responsible for withholding or paying any income, payroll, Social Security or other taxes, making any insurance contributions, or obtaining worker's compensation insurance on Channel Agent's behalf. Channel Agent will be solely responsible for all costs or expenses that it may incur in the performance of its activities under this Agreement. Any persons employed or engaged by Channel Agent in connection with the performance of Channel Agent's obligations hereunder will be Channel Agent's employees or contractors and Channel Agent will be fully responsible for them and indemnify Metrobloks against any claims made by or on behalf of any such employees or contractors.

2. CONFIDENTIALITY. All non-public, confidential, or proprietary information of Metrobloks, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed by Metrobloks to Channel Agent, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Metrobloks in writing. Upon Metrobloks' request, Channel Agent will promptly return all documents and other materials received from Metrobloks. Metrobloks will be entitled to injunctive relief for any violation of this Section 5. This section will not apply to information that is: (a) in the public domain; (b) known to the Channel Agent at the time of disclosure; or (c) rightfully obtained by the Channel Agent on a non-confidential basis from a third party.

3. PUBLICITY. Channel Agent will not (orally or in writing) publicly disclose or issue any press or make any other public statement, or otherwise communicate with the media, concerning the Agreement without the prior written approval of Metrobloks.

4. REPRESENTATIONS & WARRANTIES.
4.1. Channel Agent represents and warrants: (i) all information Channel Agent provides in connection with this Agreement is true, correct, and complete, (ii) Channel Agent has not been and is not currently the subject of any investigation or legal proceeding of any kind in relation to spamming or the violation of any consumer protection or deceptive trade practices law or regulation, and (iii) entering into this Agreement does not and will not violate any agreement or obligation existing between Channel Agent and any third party.

4.2. If Channel Agent is an entity, it must have a corporate policy which communicates internally the need for compliance with applicable anti-bribery and corruption law, sets out good practice that any staff should follow, and which rigorously enforces any breach of such policy or the law.

4.3. Channel Agent agrees that during the term of this Agreement (initial term plus any renewal terms) and for 12 months following expiration or termination of this Agreement, Channel Agent will not solicit any account who Channel Agent referred to Metrobloks to another provider, unless Metrobloks has failed to perform its obligations under its agreement with the customer entitling the customer to terminate its agreement with Metrobloks.

5. DISCLAIMERS. Any terms and conditions, including any service warranty stated in a New Contract will be for the benefit of the Customer of that New Contract and not Channel Agent. Metrobloks makes no representation or warranty to Channel Agent whatsoever regarding its services or any third-party services offered. To the extent permitted by applicable law, Metrobloks disclaims any and all warranties not expressly stated in this Agreement, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement.

6. LIMITATION OF LIABILITY. Neither Metrobloks nor any of its employees, agents, affiliates, or suppliers will have any liability to Channel Agent for: (i) any indirect, special, incidental or consequential loss or damages of any kind; (ii) any loss of profit; (iii) any loss of business; (iv) any loss of data; (v) any anticipated savings or revenue; or (vi) any loss that could have been avoided by Channel Agent’s use of reasonable diligence, even if Metrobloks has been advised or should be aware of the possibility of such damages. In no event will Metrobloks be liable for any punitive or exemplary damages.

Notwithstanding anything in the Agreement to the contrary, the maximum aggregate monetary liability of Metrobloks and its respective employees, agents, suppliers, or affiliates, howsoever arising (including breach of contract and tort) will not exceed the greater of the amount of Referral Fees due and unpaid plus Two Thousand Five Hundred Dollars ($2,500.00).

Nothing in this Agreement will exclude or limit liability to a greater extent than is permitted by applicable law and nothing in this Agreement will exclude or limit liability for fraud, fraudulent misrepresentation, or for death or personal injury caused by negligence.

7. INDEMNIFICATION. Channel Agent will defend, indemnify, and hold harmless Metrobloks, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, incurred by, arising out or resulting from any claim of a third party related to its obligations under this Agreement.

8. CHANGES TO TERMS. Metrobloks may modify the terms for Referral Fees, Registration, and the Channel Registration Governance at any time in its sole discretion by providing Channel Agent with advance written notice of at least 30 days. Any New Contracts or Valid Opportunities that were Registered prior to the effective date of a change in the terms will continue under their existing terms until the later of 12 months following the effective date of the change or 24 months from the effective date of the applicable New Contract.

9. NOTICES. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, Channel Agent must send it by electronic mail to: channel@metrobloks.com.

10. GOVERNING LAW & VENUE. The Agreement is governed by the laws of the State of Delaware, USA, without giving effect to its conflict of law provisions. Each party irrevocably consents to the exclusive venue and jurisdiction of the federal courts located in the United States District Court for the District of Delaware and the state courts located in Wilmington, Delaware for any actions arising out of or relating to the Agreement, provided that a claim for injunctive relief may be brought in any court of competent jurisdiction. No claim may be brought as a class or collective action, nor may Channel Agent assert such a claim as a member of a class or collective action that is brought by another claimant. Each Party agrees that neither will bring a claim under the Agreement more than 2 years after the time that the claim accrued. The Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Each Party irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal action, proceeding, cause of action, or counterclaim arising out of or relating to this Agreement, or the transactions contemplated hereby.

11. MISCELLANEOUS.

11.1. Channel Agent will not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Metrobloks. Metrobloks may at any time assign, transfer, or subcontract any or all of its rights or obligations under this Agreement without Channel Agent's prior written consent. This Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted successors and permitted assigns.

11.2. This Agreement may be amended only by a formal written agreement signed by both Parties. The terms on either Party’s purchase order, invoice, or other business forms are not binding on the other Party unless they are expressly incorporated into a formal written agreement signed by both Parties. A Party’s failure or delay in enforcing any provision of the Agreement will not be deemed a waiver of that Party’s rights with respect to that provision or any other provision of the Agreement. The captions in the Agreement are not part of the Agreement, but are for the convenience of the Parties. The use of the word “including” in the Agreement will be read to mean “including without limitation.” Any documents signed in connection with the Agreement may be signed in multiple counterparts which, taken together, will constitute one original. There are no third party beneficiaries to the Agreement. In the event any term of this Agreement is held unenforceable by a court having jurisdiction, the remaining portion of the Agreement will remain in full force and effect, and the unenforceable term(s) will be reformed to the extent possible to make it enforceable but still consistent with the business and financial objectives of the Parties underlying this Agreement.

11.3. This Agreement is the complete and exclusive agreement between the Parties regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral.

11.4. The terms of this Exhibit A will survive the termination of the Agreement, as well as all other provisions which by their nature are intended to survive such termination.

This Channel Agent Terms and Conditions was last updated on September 1, 2025.