Reseller Agreement

1. Parties

This Reseller Agreement ("Agreement") is entered into between Stone AI ("Company", "we", "us") and the entity or individual approved as a reseller ("Reseller", "you", "your"). This Agreement governs your right to resell, distribute, or sublicense access to the Stone AI platform, API, AI agents, Bestie companions, and related services (collectively, the "Products") to your end customers ("End Users"). "Products" includes, without limitation, browser search bar integrations, home screen widgets, mobile companion apps, voice-enabled interfaces, and any other access points or distribution channels developed by Stone AI.

2. Eligibility and Approval

Reseller status requires: (a) an active Stone AI Pro subscription; (b) a completed reseller application; (c) execution of this Agreement; and (d) written approval from Stone AI. Stone AI reserves the sole and absolute right to approve or deny any reseller application for any reason. Approval may be conditioned on meeting minimum revenue commitments, compliance with brand guidelines, or other criteria specified by Stone AI.

3. Grant of Rights

Subject to the terms of this Agreement, Stone AI grants Reseller a limited, non-exclusive, non-transferable, revocable license to resell access to the Products within the approved territory and market segment. This license does not include any right to:

• Modify, alter, or create derivative works from the Products
• White-label or rebrand the Products as Reseller's own (unless separately agreed in writing)
• Grant sublicenses or sub-reseller rights to any third party
• Access or distribute the underlying AI models, source code, or training data
• Represent themselves as Stone AI or an agent of Stone AI

All rights not expressly granted herein are reserved by Stone AI.

3A. Bring Your Bestie Anywhere — Distribution Integrations

Stone AI offers users seamless access through lightweight integration points including, but not limited to: browser search bar integrations, mobile home screen widgets, voice-enabled interfaces, and OS-level quick-access features (collectively, "Access Points"). These Access Points are designed for convenience — allowing users to reach their AI agents and Bestie companions instantly, without switching apps or granting intrusive device permissions.

Reseller may promote and distribute Access Points to End Users subject to the following:

• Access Points must be installed with clear, informed user consent
• Reseller shall not bundle Access Points with unrelated software or use deceptive installation patterns
• All Access Points must remain unmodified and sourced from Stone AI's official distribution channels
• Reseller must clearly communicate that Access Points connect to Stone AI's infrastructure and provide links to Stone AI's Privacy Policy
• Reseller may not use Access Points to collect, intercept, or redirect user data for purposes outside the scope of this Agreement

Stone AI is committed to a privacy-first, minimal-permissions approach across all Access Points. Users should feel that their AI companion is with them wherever they go — not that an application is monitoring their activity. Reseller marketing must reflect this philosophy.

4. Pricing, Revenue, and Payment

Reseller shall pay Stone AI the wholesale price for each End User subscription as specified in the applicable pricing schedule. Reseller may set their own retail pricing to End Users, provided that Reseller does not engage in predatory pricing or pricing that materially undermines the Stone AI direct sales channel. Stone AI reserves the right to set minimum advertised prices ("MAP") and maximum retail prices.

Payment terms are Net 30 from invoice date. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. Stone AI may suspend Reseller's access for overdue payments exceeding 15 days.

5. Brand Usage and Marketing

Reseller must comply with Stone AI's Brand Guidelines (provided separately) in all marketing, advertising, and customer communications. Specifically, Reseller shall:

• Use only approved Stone AI logos, trademarks, and brand assets provided by Stone AI
• Include the designation "Authorized Stone AI Reseller" in all marketing materials
• Not alter, distort, or modify Stone AI logos or brand assets in any way
• Not use Stone AI trademarks in their own business name, domain name, or social media handles
• Submit all marketing materials featuring Stone AI branding for approval before publication
• Not make claims about the Products that are not substantiated by Stone AI's official documentation
• Not engage in any marketing that could damage Stone AI's reputation or brand integrity

Stone AI may revoke marketing approval at any time and require immediate removal of non-compliant materials. Failure to comply within 48 hours of notice constitutes a material breach.

6. End User Obligations

Reseller is fully responsible for ensuring all End Users comply with Stone AI's Terms of Service and Acceptable Use Policy. Reseller must: (a) provide each End User with a copy of Stone AI's Terms of Service before activating their account; (b) require End Users to accept Stone AI's Terms of Service; (c) promptly report any End User violations to Stone AI; (d) cooperate with Stone AI in investigating and resolving any End User compliance issues.

Reseller is jointly and severally liable for any damages caused by End User violations of Stone AI's Terms of Service.

7. Data Protection and Privacy

Reseller shall comply with all applicable data protection laws, including GDPR, CCPA, and any other relevant regulations. Reseller shall not access, use, or disclose End User data except as necessary to fulfill its obligations under this Agreement. Reseller agrees to execute a Data Processing Agreement ("DPA") if required by Stone AI. Reseller must promptly notify Stone AI of any data breach affecting End User data within 24 hours of discovery.

8. Intellectual Property

Nothing in this Agreement transfers any intellectual property rights from Stone AI to Reseller. The names "Stone AI", "Best AI", "My Best AI", all associated logos, insignias (including the Meridian Mark), trade dress, and all underlying technology, AI models, agent configurations, system prompts, and knowledge bases are and shall remain the exclusive property of Stone AI.

Reseller agrees not to: (a) challenge or assist others in challenging Stone AI's intellectual property rights; (b) register any trademark, domain name, or social media account confusingly similar to Stone AI's marks; (c) reverse engineer, decompile, or analyze the Products to extract proprietary information; (d) develop competing products using knowledge gained from access to the Products.

Any intellectual property developed by Reseller that incorporates or is based on Stone AI's technology shall be jointly owned, with Stone AI retaining a perpetual, irrevocable, worldwide license to use such intellectual property without restriction.

9. Non-Competition

During the term of this Agreement and for twelve (12) months following termination, Reseller agrees not to directly or indirectly: (a) develop, market, or sell any product or service that competes with the Products; (b) solicit or hire Stone AI employees, contractors, or consultants; (c) use Stone AI's Confidential Information to benefit any competing business.

10. Non-Circumvention

Reseller agrees not to circumvent Stone AI in any transaction with End Users, prospective customers, or business relationships introduced or facilitated through the reseller relationship. Specifically, Reseller shall not: (a) encourage End Users to cancel their Stone AI-sourced subscription and subscribe directly or through another channel; (b) use End User lists or contact information obtained through this Agreement to market competing products; (c) directly contract with Stone AI's technology providers, infrastructure partners, or model vendors to replicate the Products.

Violation of this non-circumvention clause entitles Stone AI to liquidated damages equal to five times (5x) the annual value of the circumvented relationship, plus reasonable attorneys' fees and costs.

11. Confidentiality

Reseller acknowledges access to Stone AI's Confidential Information, including pricing, technology, business strategies, customer data, roadmaps, and internal processes. Reseller agrees to: (a) maintain strict confidentiality of all Confidential Information; (b) use Confidential Information only for purposes of fulfilling this Agreement; (c) not disclose Confidential Information to any third party without prior written consent; (d) implement reasonable security measures to protect Confidential Information.

This confidentiality obligation survives termination of this Agreement for five (5) years. Unauthorized disclosure may result in immediate termination and legal action for damages.

12. Indemnification

Reseller shall indemnify, defend, and hold harmless Stone AI, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Reseller's breach of this Agreement
• Reseller's marketing, sales, or support activities
• Any claims by End Users against Stone AI related to Reseller's representations or actions
• Any violation of applicable laws by Reseller or its End Users
• Any unauthorized use of Stone AI's intellectual property by Reseller
• Any data breach or privacy violation attributable to Reseller

Stone AI shall have the right, but not the obligation, to participate in the defense of any such claim at Reseller's expense.

13. Limitation of Stone AI's Liability

STONE AI'S TOTAL LIABILITY TO RESELLER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY RESELLER TO STONE AI IN THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL STONE AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF CUSTOMERS, OR LOSS OF BUSINESS OPPORTUNITIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE.

14. Term and Termination

This Agreement is effective upon execution and continues for one (1) year, automatically renewing for successive one-year terms unless either party provides 30 days' written notice of non-renewal.

Stone AI may terminate this Agreement immediately, without notice or cure period, if Reseller:

• Breaches any material provision of this Agreement
• Fails to meet minimum performance or revenue requirements
• Engages in conduct that damages Stone AI's reputation or brand
• Becomes insolvent, files for bankruptcy, or ceases business operations
• Violates applicable laws or regulations
• Fails to cure a non-material breach within 15 days of written notice

Upon termination: (a) all rights granted to Reseller immediately cease; (b) Reseller must immediately stop marketing, selling, or distributing the Products; (c) Reseller must remove all Stone AI branding and marketing materials within 7 days; (d) Reseller must transition End Users to Stone AI direct or facilitate orderly account migration; (e) all outstanding fees become immediately due; (f) Sections 8-13 survive termination.

15. Reporting and Audit

Reseller shall provide Stone AI with monthly reports detailing End User count, revenue generated, and any customer complaints or support issues. Stone AI reserves the right to audit Reseller's records, systems, and practices upon 10 days' written notice. Reseller shall cooperate fully with any audit. If an audit reveals underpayment exceeding 5%, Reseller shall pay the deficiency plus the cost of the audit.

16. Representations and Warranties

Reseller represents and warrants that:

• It has the legal authority to enter into this Agreement
• It will comply with all applicable laws and regulations
• It will not make unauthorized representations about Stone AI or the Products
• It maintains adequate insurance coverage for its business operations
• It will not assign or transfer this Agreement without Stone AI's prior written consent

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules. Arbitration shall take place in the jurisdiction where Stone AI is headquartered. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

Injunctive Relief: Notwithstanding the foregoing, Stone AI may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or brand integrity, without the necessity of posting bond.

18. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the state where Stone AI is headquartered, without regard to conflict of law principles.

19. Entire Agreement and Amendment

This Agreement, together with the Terms of Service and any schedules or exhibits attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof. This Agreement may only be amended in writing signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the waiving party.

20. Contact

For reseller inquiries, applications, or legal questions regarding this Agreement, contact:

Stone AI — Reseller Program
Email: legal@stone-ai.net
Website: stone-ai.net