Distributor Agreement

Version No. 1 (Last updated on August May 8, 2025)

This Distributor Agreement (the "Agreement") is a legally binding agreement between Smart Glocal Services Inc., a company incorporated in Delaware, USA (the "Company"), and you (the "Distributor") who has agreed to the terms of this Agreement by using the Company's software platform (the "Service"). The Company and the Distributor are collectively referred to as the "Parties."

1. The Subject of the Agreement
1.1. This Agreement provides the Distributor with the opportunity to acquire rights to use the Company's software (the "License")—as listed and described in the Service—for the purpose of transferring the License as a gift or reward to end users. The Service provides information on the name of the Software, its cost, and its functional purpose.
1.2. The distribution rights granted under this Agreement are limited to the territory of the United States of America (the "Territory"), unless otherwise agreed in writing by the Company. The Distributor shall not transfer or distribute any Licenses to end users outside the Territory.

2. Cost of the License
2.1. The cost of each License available to the Distributor is indicated in the Service interface. The price may vary based on the number of Licenses purchased at one time and their validity period (which is 12 months by default).

3. Procedure for Purchasing the License
3.1. The Distributor may order and purchase Licenses through the Service by selecting the desired number of Licenses and their validity period.
3.2. After finalizing the selection, the Distributor must submit payment in accordance with the instructions provided by the Service. If payment is not completed, the Distributor's order will be canceled.
3.3. Upon receiving the Distributor’s payment, the Company will reserve the requested number of Licenses for the Distributor within one (1) business day. The Company will then send an electronic confirmation via the Service that the purchased Licenses are available to the Distributor for transfer to end users. Once the Company sends this confirmation, the purchase of the Licenses is considered complete, and the Licenses are deemed delivered to the Distributor.
3.4. Please note: The actual use (or non-use) of the purchased Licenses by the Distributor—such as whether the Distributor transfers the Licenses to end users or not—does not affect the Company's fulfillment of its obligations under this Agreement. Once the Licenses have been delivered to the Distributor (per clause 3.3), the cost of those Licenses is non-refundable.

4. Procedure of Transferring the License to an End User
4.1. The Distributor transfers Licenses to end users on the Distributor’s own behalf and at the Distributor’s own expense. The Distributor independently determines the price, terms, and method by which a License is offered or given to end users.
4.2. The Distributor shall provide an end user with a License through the functionality of the Service. At the moment of transfer to the end user via the Service, the validity period of that License commences.

5. Terms of Use of the License
5.1. Use of the Software by an end user under a License is subject to a separate end-user license agreement between the end user and the Company. This end-user license agreement is entered into at the time the end user begins using the Software under the License. The terms of the end-user license agreement are determined solely by the Company and are outside the scope of this Distributor Agreement.

6. Taxes
6.1. Each Party is responsible for its own tax obligations arising from this Agreement. Each Party shall independently assess, withhold, report, and pay any taxes and other mandatory fees required by the laws of the jurisdiction where that Party is incorporated or is a tax resident, with respect to any income received or payments made under this Agreement.
6.2. If under the laws of the Distributor’s jurisdiction any payment to the Company is subject to withholding tax or other taxes, the Distributor is obligated to deduct such taxes from the payment due to the Company. If any such taxes are imposed on the Distributor, the Distributor must pay those taxes and provide the Company with evidence of such payment as soon as possible, and in any event no later than ten (10) business days after receiving a written request from the Company for proof of payment.

7. Confidential Information
7.1. Confidential Information means all information of a Party, including without limitation any information or personal data provided by a Party or its related corporations, affiliates, employees, agents, representatives, advisors, or consultants, whether disclosed verbally, in writing, or in any other tangible form, and which relates to a Party’s business, operations, processes, plans, requirements, inventions, products or services, pricing, know-how, design rights, trade secrets, software, systems, market opportunities, customers, or business affairs.
7.2. Each Party acknowledges that it may receive or gain access to Confidential Information belonging to the other Party (including Confidential Information created in the performance of this Agreement). The receiving Party shall hold all such Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the disclosing Party.
7.3. If a Party (the "Requested Party") receives a request from a competent authority to disclose Confidential Information of the other Party, the Requested Party shall (to the extent permitted by law) immediately notify the other Party of such request. The Requested Party shall also take all reasonable measures, at the other Party’s request and expense, to cooperate in obtaining a protective order or other appropriate remedy to prevent or limit such disclosure.
7.4. Each Party agrees to afford the other Party’s Confidential Information at least the same level of care as it uses to protect its own Confidential Information, and in any event not less than a reasonable standard of care. Each Party shall follow security practices and procedures at least as stringent as those it uses to safeguard its own Confidential Information.
7.5. Each Party shall immediately notify the other Party upon becoming aware of any unauthorized disclosure, misuse, theft, or loss of the other Party’s Confidential Information, whether such event is inadvertent or otherwise.
7.6. Upon termination or expiration of this Agreement, each Party shall promptly: (i) return to the other Party all documents and materials (and any copies thereof) containing the other Party’s Confidential Information; and (ii) permanently erase or delete all of the other Party’s Confidential Information from its computer systems and any other storage media.
7.7. If the receiving Party breaches its obligations regarding Confidential Information or any other obligations under this Agreement, and such breach results in unauthorized disclosure or misuse of the Confidential Information, the receiving Party shall reimburse the disclosing Party in full for all losses and damages incurred as a result of such breach.
7.8. The obligations of confidentiality set forth in this Section 7 shall survive the termination or expiration of this Agreement, and will continue for so long as the information in question qualifies as Confidential Information.

8. Warranty Disclaimer
8.1. The Company provides the License for the Software to the Distributor on an "as is" basis. The Company makes no warranties, express, implied, or statutory, regarding the Software, including but not limited to any implied warranties of merchantability, title, non-infringement, or fitness for a particular purpose. The Distributor assumes the entire risk as to the quality and performance of the Software. The Company does not warrant that the Software’s functions will meet the Distributor’s requirements or that the operation of the Software will be uninterrupted or error-free.

9. Limitation of Liability
9.1. If either Party fails to comply with its obligations under this Agreement, that Party may be held liable in accordance with applicable law.
9.2. If the Distributor breaches any term of this Agreement, the Distributor shall compensate the Company in full for any direct losses or damages actually incurred by the Company as a result of such breach.
9.3. In no event shall the Company be liable to the Distributor for any indirect, incidental, special, or consequential damages, including but not limited to loss of use, loss of profits, or interruption of business, however caused and under any theory of liability. The Company’s total cumulative liability to the Distributor for any and all claims arising under or related to this Agreement shall be limited to the total amount paid by the Distributor to the Company under this Agreement in the one (1) month period immediately preceding the event giving rise to the claim.

10. Notices
10.1. The Parties agree that any documents, notices, or communications exchanged via electronic mail shall be deemed to be in writing and properly given. The Parties acknowledge the legitimacy of communications delivered by email, provided they are sent from the Parties’ official corporate email addresses (for the Company, an email address ending in @smart-glocal.com, and for the Distributor, an email address on the Distributor’s official domain).

11. Successors
11.1. This Agreement is binding upon, and shall inure to the benefit of, the Parties and their respective representatives, successors, and permitted assigns, except as otherwise provided herein.

12. Severability
12.1. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under the laws of any jurisdiction, that provision shall be deemed severed (only in that jurisdiction) and shall not affect the legality, validity, or enforceability of the remaining provisions of this Agreement.

13. Applicable Law
13.1. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by and construed in accordance with the laws of the State of Delaware United States of America, without regard to its conflict of law principles.

14. Third-Party Rights
14.1. This Agreement is intended solely for the benefit of the Parties and their respective successors and permitted assigns. No person or entity who is not a Party to this Agreement shall have any right to enforce any term of this Agreement.

15. Amendments
15.1. Any amendments or additions to this Agreement must be made in writing (including electronic form) as an addendum or appendix hereto and must be signed or expressly accepted by the authorized representatives of both Parties.

16. Term
16.1. This Agreement is concluded separately for each individual purchase of Licenses. Once the Licenses have been delivered to the Distributor in accordance with clause 3.3, the Parties’ obligations with respect to that purchase are fulfilled and this Agreement is deemed expired in relation to that transaction.
16.2. Each Party acknowledges that in entering into this Agreement, it does not rely on any statement, representation, assurance, or warranty not expressly set out in this Agreement. Each Party waives all rights and remedies for any such unincorporated statements or assurances, whether made innocently or negligently.
16.3. Either Party may unilaterally withdraw from (terminate) the execution of this Agreement at any time before payment for the ordered Licenses has been made. Once the Distributor’s payment has been received by the Company (and Licenses delivered per clause 3.3), the Agreement may not be unilaterally terminated with respect to that License purchase.
16.4. Termination or expiration of this Agreement does not affect any Licenses that have already been purchased and delivered. Such Licenses remain valid and in effect until their individual expiration dates.

17. Sanctions Compliance
17.1. Each Party represents and warrants that the Party, its business operations, and any of its subsidiaries (as well as, to the Party’s knowledge, its directors, officers, employees, agents, or affiliates) are not subject to any sanctions or restrictive measures administered or enforced by the United Nations Security Council, the United States government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control), His Majesty’s Treasury of the United Kingdom, the European Union, or any other relevant sanctions authority.

18. Force Majeure
18.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if and to the extent that such failure or delay is caused by a force majeure event (“Force Majeure Event”). A Force Majeure Event means any event beyond the reasonable control of the affected Party, such as acts of God (fire, flood, earthquake, storm or other natural disaster), labor disputes or strikes (excluding strikes of its own employees), government restrictions or advisories, severe power failures, failure of internet or hosting services, or other circumstances beyond the Parties’ control. The relief under this clause is conditioned upon the following:
  • The Force Majeure Event was not caused by the fault or negligence of the affected Party;
  • The affected Party notifies the other Party in writing as soon as reasonably practicable (and in any event within five (5) business days of becoming aware of the Force Majeure Event) describing the event and the extent to which it prevents or delays the affected Party’s performance;
  • The occurrence of the Force Majeure Event does not relieve, discharge, or postpone the affected Party’s payment obligations under this Agreement;
  • The affected Party uses all reasonable efforts to continue to perform its obligations under the Agreement and to resume full performance as soon as possible;
  • The affected Party provides reasonable updates to the other Party about the status of the Force Majeure Event and the actions being taken to resume performance;
  • The affected Party takes all reasonable measures to mitigate the consequences of the Force Majeure Event; and
  • The relief from liability under this clause lasts only for the duration of the Force Majeure Event.
18.2. If a Force Majeure Event occurs, any date or deadline for performance of the affected obligation(s) shall be extended automatically for a period equal to the time lost by reason of the Force Majeure Event.

19. Data Protection
19.1. The Parties acknowledge that, for the purposes of any applicable data protection laws, each Party acts as an independent controller of any personal data that it processes under or in connection with this Agreement, determining the purposes and means of such processing independently of the other.
19.2. Each Party shall comply with all applicable data protection laws in the performance of this Agreement. Upon reasonable request, each Party shall provide the other Party with cooperation and information needed to ensure compliance with data protection obligations, at its own expense.

20. Company Information
This Agreement is with Smart Glocal Services Inc., which is the merchant and service provider for all purchases made via this Service. For your reference, our company details are as follows:
  • Company Name: Smart Glocal Services Inc.
  • Registered Address: 1209 Orange Street, Wilmington, Delaware 19801, USA.
  • Jurisdiction of Incorporation: Delaware, United States of America.
20.1. The relationship of the Parties under this Agreement is that of independent contractors. Nothing in this Agreement is intended to, or shall be deemed to, create any partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.