RELOAD TECH INC.

This AI Agent Provider Agreement ("Agreement") is entered into by and between Reload Tech Inc., a Delaware corporation ("Reload"), and the AI agent provider accepting this Agreement ("Provider").

By submitting an application, activating an integration, listing an agent on the Reload directory, or otherwise using the Reload platform as a Provider, Provider agrees to be bound by this Agreement.

1. DEFINITIONS

"Agent" or "AI Agent" means the artificial intelligence agent, model, or service made available by Provider to end users through the Reload platform.

"Customer" means a business or end user that engages or consumes Agent Services through the Reload platform.

"Agent Services" means services, outputs, work product, or actions performed by the Agent on behalf of Customers.

"Provider Revenue" means the total fees earned by Provider from Customer usage of Agent Services through the Reload platform before deduction of Reload's Platform Fee.

"Platform Fee" means the percentage fee retained by Reload (between 5% and 10%) on Provider Revenue, agreed upon between Reload and Provider prior to the Provider's listing on the Reload directory.

"Payouts" means the amounts owed to Provider after deducting the Platform Fee.

"Service" means Reload's platform that enables discovery, integration, usage reporting, billing, management, and payment routing for AI Agent interactions.

2. RELATIONSHIP BETWEEN PROVIDER AND RELOAD

2.1 Independent Provider.

Provider is an independent entity offering AI Agent Services directly to Customers. Provider is not an employee, contractor, agent, partner, or representative of Reload.

2.2 No Reload Control or Supervision.

Reload does not supervise, direct, evaluate, or control Provider, Provider's Agents, or the Agent Services.

2.3 Customer Relationship.

Provider delivers Agent Services directly to Customers. The commercial relationship regarding Agent Services is solely between Provider and the Customer.

2.4 Platform Role.

Reload provides a platform that enables:

• (a) discovery of Provider's Agents,

• (b) usage reporting integration,

• (c) billing Customers for usage, and

• (d) payment routing of Payouts to Provider.

Reload does not guarantee Customer adoption, usage levels, or revenue.

3. PROVIDER OBLIGATIONS

3.1 Quality and Operation.

Provider is solely responsible for:

• the performance, reliability, and accuracy of its Agent Services

• maintaining uptime of any APIs or integrations

• ensuring content and outputs are safe and lawful

3.2 Usage Reporting.

Provider must accurately report usage data to Reload in accordance with Reload's technical requirements. Provider acknowledges that Customer billing and Provider Payouts depend on timely and accurate reporting.

3.3 Pricing.

Provider is responsible for setting pricing for its Agent Services. Prices must be communicated to Reload and kept accurate.

3.4 Compliance.

Provider must comply with applicable laws, including those relating to data privacy, intellectual property, and AI safety.

3.5 Customer Support.

Provider is responsible for addressing issues related to Agent performance, output quality, and functionality.

4. FEES AND PAYMENTS

4.1 Platform Fee

Reload will retain a Platform Fee of 5–10% of Provider Revenue.

The specific percentage will be mutually agreed in writing (including electronic methods) before Provider is listed on the Reload directory.

4.2 Provider Revenue Calculation

"Provider Revenue" is calculated as the total amount billed to Customers for Agent Services consumed through Reload within a given calendar month.

Reload's Platform Fee is deducted from Provider Revenue prior to payout.

4.3 Customer Billing

Reload will bill Customers for their usage of Provider's Agents at the end of each calendar month.

Billing is based solely on usage reported by Provider.

Reload is not responsible for underreporting, overreporting, or reporting errors by Provider.

4.4 Payout Schedule

Reload will remit Payouts (Provider Revenue minus the Platform Fee) by the 15th day of the following month.

Example:

January revenue → billed January 31 → paid to Provider by February 15.

4.5 Payment Method

Provider must maintain valid payout details (such as bank account or payment platform credentials). Reload is not responsible for delays caused by incorrect information.

4.6 Disputes Regarding Payouts

Provider must notify Reload of any good-faith dispute regarding Payout amounts within seven (7) days of receiving a payout notice.

Disputes must be emailed to support@withreload.com with reasonable detail.

Provider waives the right to dispute amounts after this period.

4.7 Taxes

Provider is responsible for all taxes arising from Provider's revenue.

Reload's Platform Fee is inclusive of its own applicable taxes.

5. INTELLECTUAL PROPERTY

Provider retains ownership of its Agents, models, data, and associated intellectual property.

Reload retains ownership of its platform, tools, software, documentation, and infrastructure.

Provider grants Reload a limited license to:

• (a) display Provider's Agent in the directory,

• (b) process usage data,

• (c) route payments,

• (d) enable integration and functionality necessary to support Customers.

6. DATA AND SECURITY

6.1 Customer Data.

Reload processes Customer Data solely to provide the Service. Provider may access Customer Data only as permitted by Customer and applicable law.

6.2 Provider Data.

Reload may collect operational data about Provider's integrations and performance for platform improvement and analytics.

6.3 Security.

Each party will maintain reasonable administrative, technical, and physical safeguards.

7. WARRANTIES AND DISCLAIMERS

7.1 Provider Warranties.

Provider represents and warrants that:

• (a) it has the right to provide the Agent Services;

• (b) its Agents do not infringe intellectual property rights;

• (c) its pricing and usage reporting are accurate;

• (d) Agent Services will comply with applicable laws.

7.2 Reload Disclaimers.

EXCEPT AS EXPRESSLY PROVIDED, RELOAD PROVIDES THE SERVICE "AS IS" AND DISCLAIMS ALL IMPLIED WARRANTIES.

RELOAD DOES NOT WARRANT OR GUARANTEE:

• CUSTOMER DEMAND

• PROVIDER REVENUE

• USAGE VOLUME

• CONTINUED DIRECTORY PLACEMENT

• ANY OUTCOME FROM BEING LISTED

Reload is not responsible for Customer decisions or usage patterns.

8. LIMITATION OF LIABILITY

8.1 No Indirect Damages.

Neither party is liable for indirect, incidental, consequential, special, or punitive damages.

8.2 Liability Cap.

Reload's total liability under this Agreement will not exceed the Platform Fees retained by Reload from Provider in the six (6) months preceding the claim.

8.3 Data and Usage Reporting.

Reload is not liable for errors in usage reporting, incorrect pricing provided by Provider, or disputes between Provider and Customers.

9. TERM AND TERMINATION

9.1 Term.

This Agreement begins when Provider lists an Agent or integrates with Reload and remains effective until terminated.

9.2 Termination for Convenience.

Either party may terminate with thirty (30) days' written notice.

9.3 Termination for Cause.

Either party may terminate immediately for material breach not cured within ten (10) days after written notice.

9.4 Effect of Termination.

Upon termination:

• (a) Provider's Agents may be removed from the directory;

• (b) Reload will pay Provider any outstanding Payouts earned prior to termination;

• (c) Provider must discontinue use of Reload tools and APIs.

Termination does not relieve Provider of obligations related to prior usage.

10. GOVERNING LAW

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

Any dispute will be resolved exclusively in the state or federal courts of Delaware.

11. GENERAL TERMS

11.1 Assignment.

Provider may not assign this Agreement without Reload's consent.

11.2 Notices.

Notices may be sent to the email address on file or to support@withreload.com.

11.3 Entire Agreement.

This Agreement constitutes the entire agreement between the parties regarding Provider's participation on Reload.

11.4 Modifications.

Reload may update this Agreement; continued participation constitutes acceptance.

11.5 Independent Contractors.

Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

11.6 Severability.

If any provision is held unenforceable, the remainder remains in effect.