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Supplier Reseller Agreement

This Supplier Reseller Agreement (the "Agreement") is entered into by and between XenoStep AI LLC, a Delaware limited liability company ("XenoStep"), and the supplier identified in the applicable Product Schedule ("Supplier"). XenoStep and Supplier may each be referred to as a "Party" and together as the "Parties".

This Agreement governs XenoStep's purchase, marketing, distribution, and resale rights for the software, content, digital service, or other product described in an applicable Product Schedule (the "Product" or "Products"). Each Product Schedule is incorporated into this Agreement by reference.

1. Appointment as Authorized Reseller

1.1 Appointment

XenoStep appoints Supplier as a non-exclusive authorized licensor and provider of the Product(s) described in the applicable Product Schedule, solely for the purpose of enabling XenoStep to market, sell, and provide Customer access to those Product(s) under this Agreement.

1.2 Merchant of Record

XenoStep shall act as the Merchant of Record for all sales of the Product(s) to end customers ("Customers"). XenoStep sells in its own name and on its own account.

1.3 Seller of Record

Supplier acknowledges that XenoStep, not Supplier, is the seller of record for all Customer transactions processed through XenoStep. Customer purchase records, receipts, billing descriptors, refund decisions, and dispute handling shall identify XenoStep as the responsible seller where applicable.

1.4 Non-Exclusive Structure

This appointment is non-exclusive. Supplier may distribute its Product(s) through other channels, and XenoStep may market or sell competing or similar products, unless an applicable Product Schedule states otherwise in writing.

2. License and Resale Rights

2.1 Resale License

Supplier grants XenoStep a non-exclusive, worldwide license to market, distribute, resell, provide access to, display, describe, and otherwise make the Product(s) available to Customers for resale purposes.

2.2 Intellectual Property Ownership

Supplier retains all intellectual property rights in the Product(s). This Agreement does not transfer ownership of any intellectual property to XenoStep.

2.3 Customer Access

XenoStep may grant Customer access to the Product(s) as part of a resale transaction, including access through hosted accounts, license keys, subscription entitlements, download links, integrations, or other delivery methods described in the Product Schedule.

2.4 Marketing Materials

Supplier grants XenoStep the right to use Product names, screenshots, descriptions, logos, documentation excerpts, and similar materials supplied or approved by Supplier for Product listing, marketing, support, and resale operations.

3. Customer Contract Separation

3.1 XenoStep Terms of Sale

Customers purchase the Product(s) under XenoStep's Terms of Sale or other Customer-facing terms designated by XenoStep. Customers' payment obligations run solely to XenoStep.

3.2 No Separate Customer Payment Arrangements

Supplier shall not enter into separate payment arrangements with Customers for Product(s) sold through XenoStep. Supplier shall not direct Customers to pay Supplier for the same Product access purchased from XenoStep.

3.3 Billing Support, Refunds, and Chargebacks

XenoStep is solely responsible for billing support, refund decisions, and chargeback handling with Customers for transactions processed through XenoStep.

3.4 Supplier Customer Support Role

Supplier shall provide technical, product, implementation, and defect support reasonably requested by XenoStep or described in the Product Schedule. Supplier's support role does not alter XenoStep's seller of record status.

4. Pricing

4.1 Retail Price Control

XenoStep has sole discretion to set the final retail price charged to Customers for Product(s) sold through XenoStep.

4.2 Recommended Retail Price

Supplier may provide a recommended retail price, which XenoStep may consider but is not bound to follow.

4.3 Promotions and Bundles

XenoStep may offer promotions, discounts, coupons, free trials, bundles, renewal pricing, regional pricing, or other pricing structures without Supplier consent, unless the Product Schedule expressly requires written approval.

4.4 Taxes and Customer Charges

XenoStep may calculate, collect, remit, or otherwise handle applicable taxes, duties, and similar Customer-facing charges in its discretion and in accordance with applicable law.

5. Supplier Fee

5.1 Nature of Supplier Fee

The Supplier Fee is a contractual debt obligation of XenoStep to Supplier, not a pass-through of customer funds. XenoStep collects Customer payments as the seller of record and owes Supplier a fee calculated as set forth in this Agreement and the applicable Product Schedule.

5.2 Calculation

Unless the applicable Product Schedule states otherwise, the Supplier Fee for a settlement period equals Gross Sales minus Stripe processing fees, XenoStep's Merchant of Record fee, refund setoffs, chargeback setoffs, reserve held, and any taxes or other deductions stated in this Agreement, plus any reserve released for that period. XenoStep's default Merchant of Record fee is eight percent (8%) of Gross Sales.

5.3 Payment Schedule

XenoStep shall pay the Supplier Fee within thirty (30) days after the end of each calendar month ("T+30"), subject to the conditions, reserves, setoffs, compliance checks, and withholding rights in this Agreement.

5.4 Currency

All amounts are calculated and paid in United States dollars. XenoStep bears no currency conversion obligation and is not responsible for exchange rate fluctuations, bank conversion fees, or receiving-bank charges imposed on Supplier.

5.5 Minimum Threshold

XenoStep may withhold payment if the net Supplier Fee for a period is less than USD 50, carrying the payable carry-forward to the next period until the threshold is met or the Agreement terminates.

5.6 Records

XenoStep shall maintain commercially reasonable transaction records supporting Supplier Fee calculations. Upon reasonable written request, XenoStep may provide Supplier with a period summary showing Gross Sales, fees, refunds, chargebacks, reserves, setoffs, and net Supplier Fee.

6. Refunds, Chargebacks, Reserves, and Setoffs

6.1 Refund Authority

XenoStep has sole and exclusive authority to issue refunds to Customers for Product(s) sold through XenoStep. Supplier shall not issue refunds directly for XenoStep Customer transactions.

6.2 Refund Setoff

Any refund issued to a Customer shall be deducted from the Supplier Fee for the applicable period or a later period if the refund occurs after the original settlement period has closed.

6.3 Chargeback Setoff

Any chargeback, including the disputed amount and any associated fees, shall be deducted from the Supplier Fee. Supplier bears the economic risk of chargebacks arising from its Product(s), Product claims, support failures, compliance failures, or other Supplier conduct.

6.4 Rolling Reserve

XenoStep shall withhold a rolling reserve of ten percent (10%) to fifteen percent (15%) of net Supplier Fees to cover potential refunds, chargebacks, disputes, fines, penalties, taxes, and other liabilities. For high-risk Product(s), as determined by XenoStep in its reasonable discretion, the rolling reserve may be twenty percent (20%) to thirty percent (30%) of net Supplier Fees. Reserve funds shall be released ninety (90) days after the end of the period in which they were withheld ("T+90"), subject to no outstanding disputes, chargebacks, compliance reviews, tax holds, or other unresolved liabilities.

6.5 Setoff Rights

XenoStep shall have the right of setoff against any amounts owed to Supplier to satisfy any refund, chargeback, fine, penalty, tax, processing fee, reserve requirement, Customer credit, compliance cost, or other liability arising from Supplier's Product(s), representations, warranties, breach, or conduct.

6.6 Negative Balance

If setoffs exceed the Supplier Fee in any period, the deficit shall be carried forward and deducted from future Supplier Fees. XenoStep may require Supplier to reimburse any unpaid deficit within fifteen (15) days after written notice.

6.7 Reserve Adjustments

XenoStep may adjust reserve percentages or release timing for future periods based on refund rates, chargeback rates, Product category, regulatory concerns, sanctions screening, Customer complaints, support performance, or other risk indicators.

7. Customer Funds and Supplier Payment Rights

7.1 Customer Payments

Supplier has no property interest, beneficial interest, ownership interest, lien, or segregated-fund claim in any funds collected by XenoStep from Customers. Customer payments are received by XenoStep as the seller of record and become XenoStep's property upon receipt.

7.2 Contractual Creditor Status

Supplier's only right to payment is to receive the Supplier Fee as a contractual creditor of XenoStep, subject to this Agreement, the applicable Product Schedule, reserves, setoffs, tax withholding, compliance holds, and other deductions allowed under this Agreement.

7.3 No Fiduciary or Custodial Fund Relationship

This Agreement does not create a fiduciary, custodial, representative, bailment, special deposit, or segregated-fund relationship between the Parties with respect to Customer funds.

7.4 No Financial Intermediary Role for Supplier

XenoStep is not acting as a money transmitter, payment processor, or financial intermediary for Supplier. XenoStep sells Product(s) to Customers as Merchant of Record, then separately owes Supplier the Supplier Fee as a contractual debt.

7.5 Insolvency and Priority

Supplier acknowledges that, if XenoStep becomes insolvent, Supplier's claim for unpaid Supplier Fees is a contractual claim against XenoStep and not a claim to specific Customer payments.

8. Product Compliance Warranties

8.1 Supplier Warranties

Supplier represents and warrants that: (a) the Product(s) comply with all applicable laws; (b) Supplier owns or has licensed all intellectual property rights necessary to provide the Product(s); (c) the Product(s) do not infringe, misappropriate, or violate third-party rights; (d) the Product(s) do not violate export control laws, sanctions, or trade restrictions; (e) Supplier processes personal data in compliance with applicable privacy laws, including Korea's Personal Information Protection Act (PIPA) where applicable; and (f) the Product(s) do not fall within XenoStep's Prohibited Products Policy.

8.2 Change Notice

Supplier shall promptly notify XenoStep of any material change to the Product(s), Product claims, data processing, ownership, licensing, regulatory status, support model, or risk profile that may affect compliance.

8.3 Product Materials

Supplier is responsible for the accuracy of Product documentation, marketing claims, screenshots, feature descriptions, warranties, availability commitments, and support statements supplied to XenoStep.

8.4 Security and Privacy

Supplier shall maintain reasonable technical and organizational measures designed to protect Product systems and Customer data against unauthorized access, disclosure, alteration, or loss.

9. KYB, Sanctions Screening, and Ongoing Compliance

9.1 KYB Verification

Supplier consents to XenoStep conducting know-your-business ("KYB") verification, including identity verification of representatives and ultimate beneficial owners ("UBOs"), business registration review, ownership review, address verification, and requested supporting documentation.

9.2 Sanctions Screening

Supplier consents to OFAC and other sanctions screening at onboarding and periodically thereafter. Screening may cover Supplier, representatives, UBOs, affiliates, bank account holders, Product categories, and other risk-relevant parties or attributes.

9.3 Ownership and Control Changes

Supplier shall notify XenoStep within five (5) business days of any change in ownership, UBO, control, legal name, tax status, principal office, Product ownership, or bank account information.

9.4 Suspension or Termination for Compliance Concern

XenoStep may suspend Product sales, hold Supplier Fees, increase reserves, request additional information, or terminate this Agreement immediately upon a sanctions hit, material KYB concern, suspected fraud, regulatory concern, or failure to provide requested compliance information.

9.5 Ongoing Cooperation

Supplier shall promptly cooperate with reasonable compliance requests from XenoStep, payment processors, tax providers, banks, regulators, auditors, or other service providers involved in XenoStep's Merchant of Record operations.

10. Tax Documentation and Withholding

10.1 Tax Forms

Supplier shall provide a valid IRS Form W-8BEN-E for entities or W-8BEN for individuals before receiving any Supplier Fee payment, unless XenoStep requests a different tax form based on Supplier's status.

10.2 Payment Hold for Missing Documentation

XenoStep may withhold payment until valid and complete tax documentation is received and reviewed.

10.3 Withholding Taxes

XenoStep may withhold applicable taxes, including backup withholding at thirty percent (30%) or an applicable treaty rate, from Supplier Fees and shall issue IRS Form 1042-S or other required reporting forms as required by law.

10.4 Supplier Tax Responsibility

Supplier is solely responsible for its own taxes, filings, registrations, deductions, credits, and reporting obligations. XenoStep makes no representation regarding the tax treatment of Supplier Fees.

10.5 Documentation Updates

Supplier shall provide updated tax documentation before any existing form expires or becomes inaccurate, and within five (5) business days after any change affecting Supplier's tax classification or treaty eligibility.

11. Suspension and Termination

11.1 Suspension Rights

XenoStep may suspend Product sales immediately upon: (a) KYB or sanctions concern; (b) excessive chargebacks, refunds, disputes, or Customer complaints; (c) Product compliance violation; (d) Supplier breach of this Agreement; (e) suspected fraud or deceptive Product claims; or (f) payment processor, bank, regulator, or platform requirement.

11.2 Termination for Convenience

Either Party may terminate this Agreement with thirty (30) days written notice.

11.3 Immediate Termination for Cause

XenoStep may terminate this Agreement immediately for cause, including fraud, sanctions hit, material breach, illegal Product activity, infringement claim, privacy violation, failure to provide KYB or tax documentation, or conduct that creates material risk for XenoStep.

11.4 Customer Transition

Upon termination, XenoStep shall determine in its sole discretion whether to: (a) continue providing Customer access through the end of their billing period; (b) issue refunds to affected Customers; or (c) transition Customers to an alternative product. Supplier shall cooperate with any transition.

11.5 Final Supplier Fee Payment

Accrued Supplier Fees shall be paid within sixty (60) days of termination, net of all setoffs, reserves, tax withholding, compliance holds, chargebacks, refunds, and other deductions allowed under this Agreement.

11.6 Survival

Sections concerning Supplier Fees, setoffs, reserves, Customer funds, compliance warranties, taxes, indemnification, limitation of liability, dispute resolution, and any payment or audit obligations shall survive termination.

12. Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution

12.1 Supplier Indemnification

Supplier shall indemnify, defend, and hold harmless XenoStep, its affiliates, officers, directors, employees, contractors, service providers, and representatives from and against any claims, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising from: (a) Supplier's Product(s); (b) Supplier's breach of this Agreement; (c) Supplier's intellectual property infringement, misappropriation, or violation; (d) Supplier's privacy, data protection, or security violations; (e) Supplier's violation of law; or (f) Supplier's Product claims, support failures, or Customer disputes.

12.2 Limitation of Liability

XenoStep's total liability to Supplier shall not exceed the Supplier Fees paid to Supplier in the three (3) months preceding the claim. Neither Party shall be liable for indirect, consequential, special, incidental, exemplary, or punitive damages, or for lost profits, lost revenue, loss of goodwill, or loss of data, except to the extent prohibited by law.

12.3 Governing Law

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

12.4 Dispute Resolution

Disputes shall be resolved by binding arbitration under the AAA Commercial Arbitration Rules. The arbitration shall be conducted in English in Wilmington, Delaware. Each Party waives the right to a jury trial.

12.5 Entire Agreement

This Agreement, together with any Product Schedule and any policies expressly incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications regarding that subject matter.

12.6 Amendments

Any amendment to this Agreement must be in writing and signed by both Parties, except that XenoStep may update operational policies, prohibited product rules, compliance procedures, and Customer-facing terms from time to time where those updates do not materially reduce Supplier's accrued payment rights.

12.7 Controlling Language

This Agreement is prepared and executed in English. A Korean translation may be provided for reference convenience only. If there is any conflict or inconsistency between the English version and any translation, the English version controls in all respects.