FOSSORIAL PARTNER PROGRAM AGREEMENT

Version date: June 9, 2026

This Partner Program Agreement (the "Agreement") describes the terms under which Fossorial, Inc., a Delaware corporation ("Fossorial," "we," "us," or "our"), may authorize an entity ("Partner," "you," or "your") to participate in the Fossorial Partner Program (the "Program") and to market, refer, resell, implement, or otherwise support Fossorial's products and services, including Pangolin and any related offerings made available by Fossorial (collectively, the "Services").

The version of this Agreement posted at https://pangolin.net/partners/agreement is for reference only and is not a signing document. To join the Program, you must contact Fossorial through https://pangolin.net/partners. If Fossorial approves your application, we will provide a separate partner agreement or membership form for execution by both parties (the "Signing Form"). This Agreement becomes binding only when executed on a Signing Form signed by Fossorial and Partner.

If Partner enters into this Agreement on behalf of an organization, the individual signing the Signing Form represents that they have authority to bind that organization.

1. Definitions

• "Effective Date" means the date the Signing Form is signed by both Fossorial and Partner, or such other date stated on the Signing Form.
• "End Customer" means a customer of Partner to whom Partner markets, refers, resells, implements, or manages the Services.
• "Membership Form" means the Signing Form or any other partner application, onboarding form, order form, or similar document that Partner completes or executes with Fossorial and that identifies Partner's approved partner type, territory, or other program details.
• "Pangolin" means Fossorial's zero trust remote access platform and related product offerings marketed under the Pangolin name.
• "Partner Materials" means marketing materials, documentation, pricing information, portal access, training content, and other resources Fossorial makes available to Program participants in connection with Fossorial's products, including Pangolin.
• "Partner Type" means the category of Program participation approved for Partner, such as managed service provider ("MSP"), reseller, referral partner, or technology integrator, as designated by Fossorial in writing.
• "Program Terms" means the then-current description of Program benefits, pricing, discounts, deal registration rules, portal features, and other operational requirements published by Fossorial or communicated to Partner in writing.
• "Signing Form" means the partner agreement or membership form Fossorial provides to Partner for execution after Program approval.

2. Partner Program

2.1. Application and Approval

Participation in the Program requires Partner to contact Fossorial through the partner page at https://pangolin.net/partners, complete Fossorial's partner application process, and receive written approval from Fossorial. Fossorial may approve or reject any application in its sole discretion. Approval may be limited to one or more Partner Types, territories, or Services.

If approved, Fossorial will provide Partner with a Signing Form that incorporates or references this Agreement. Partner may not represent itself as a Program participant or use Fossorial or Pangolin marks in connection with the Program until Fossorial and Partner have both signed the Signing Form.

2.2. Non-Exclusive Appointment

If approved, Fossorial appoints Partner as a non-exclusive Program participant. Partner may not assign, sublicense, or transfer its Program status without Fossorial's prior written consent. Partner's rights under this Agreement are personal to Partner.

2.3. Program Changes

Fossorial may modify the Program, Program Terms, Partner Materials, pricing, discounts, benefits, qualification criteria, deal registration policies, portal functionality, and this Agreement at any time in its sole discretion. Fossorial will post the current version of this Agreement at https://pangolin.net/partners/agreement. Changes apply prospectively as of the effective date stated by Fossorial. Fossorial may, but is not required to, provide advance notice of changes. Partner's continued participation in the Program after a change becomes effective constitutes Partner's acceptance of the updated Program and Agreement. If Partner does not agree to a change, Partner's sole remedy is to terminate this Agreement in accordance with Section 11.

2.4. Incorporation of Fossorial Policies

Partner's use of the Services, Partner portal, and any Fossorial-provided accounts is governed by Fossorial's Terms of Service available at https://pangolin.net/tos (the "Terms of Service"). Fossorial's Privacy Policy available at https://pangolin.net/privacy (the "Privacy Policy") and, where applicable, Fossorial's Data Processing Addendum available at https://pangolin.net/dpa (the "DPA") apply to personal information processed in connection with the Program and Services. In the event of a conflict between this Agreement and the Terms of Service solely with respect to Partner's participation in the Program, this Agreement controls. In all other respects, the Terms of Service, Privacy Policy, and DPA control as applicable.

3. Partner Activities

3.1. Partner Types

Provisions relating to a specific Partner Type apply only to the extent Partner has been approved for that Partner Type. Unless otherwise agreed in writing:

• MSPs may manage End Customer deployments and subscriptions through the partner portal, subject to Program Terms.
• Resellers may market and resell Services to End Customers in accordance with Program Terms and Section 4.
• Referral and technology partners may refer opportunities or integrate with the Services as described in Program Terms.

3.2. Partner Portal

Fossorial may provide Partner with access to a partner portal or related tools. Partner is responsible for all activity occurring under Partner portal accounts and credentials and must maintain appropriate access controls.

3.3. Deal Registration

To qualify for partner pricing, deal protection, or other deal-specific Program benefits in connection with an End Customer opportunity, Partner must submit a deal registration through Fossorial's designated process (including https://pangolin.net/partners/register-deal or as otherwise directed by Fossorial) before quoting, reselling, or otherwise pursuing that opportunity, unless Fossorial agrees otherwise in writing.

Each deal registration is subject to Fossorial's approval in its sole discretion. Approval criteria, deal duration, protection scope, and continued validity of an approved registration are determined solely under the then-current Program Terms. Fossorial may reject, expire, or revoke a registration at any time. Partner has no deal protection or entitlement to partner pricing for an opportunity that was not registered and approved in accordance with this Section 3.3.

3.4. End Customers

Each End Customer's access to and use of the Services must be governed by the Terms of Service (or a written enterprise agreement signed with Fossorial). Partner will not represent that it can vary the Terms of Service or any Fossorial agreement on Fossorial's behalf. Only Fossorial may agree to changes to the Terms of Service or other Fossorial end customer terms, and any such changes are binding only if agreed in a document signed by an authorized signatory of Fossorial.

Partner is solely responsible for its commercial relationship with End Customers, including pricing, contracting, implementation, support, and billing, except as expressly set forth in Program Terms or a separate written agreement between the parties. Any agreement between Partner and an End Customer relating to the Services must not conflict with the Terms of Service (or applicable Fossorial end customer agreement). In the event of a conflict, the Fossorial end customer terms prevail. Partner will inform each End Customer that use of the Services is subject to acceptance of the Terms of Service and will provide a link to https://pangolin.net/tos or the applicable Fossorial agreement.

Fossorial may provision Services directly to End Customers and require End Customers to accept the Terms of Service as a condition of access. Fossorial may suspend or terminate an End Customer's access if the End Customer does not accept applicable Fossorial terms or otherwise fails to comply with applicable Fossorial agreements.

Partner will notify Fossorial promptly if it becomes aware of any material breach by an End Customer of applicable Fossorial terms or of Partner's agreement with that End Customer. Partner will notify Fossorial when an End Customer's subscription to the Services or Partner's resale or management relationship with an End Customer terminates, so Fossorial may deprovision, suspend, or terminate the relevant End Customer's access as appropriate.

3.5. Not for Resale Access

If Fossorial provides Partner with Services on a not-for-resale basis for demonstration, training, or internal evaluation, Partner may use those Services only for non-production purposes in accordance with instructions provided by Fossorial and the Terms of Service.

3.6. MSP Responsibilities

This Section 3.6 applies only to Partners approved as MSPs.

Partner is responsible and liable for all actions and omissions occurring under Partner's partner portal accounts and any End Customer organizations, deployments, or subscriptions that Partner creates or manages through the Program, including all users, policies, and configurations in those environments.

For each End Customer that Partner manages through the Program, Partner will provide Fossorial with the End Customer's legal name, address, and other information reasonably requested by Fossorial. Partner will keep that information accurate and current and will notify Fossorial in writing of material changes.

As between Partner and Fossorial, Partner is solely responsible for all obligations to End Customers, including any warranties, representations, or commitments Partner makes regarding the Services. Partner will provide first-line support to End Customers and their users. Fossorial will provide support to Partner only, unless Fossorial agrees otherwise in writing. If an End Customer contacts Fossorial for support, Partner authorizes Fossorial to refer that request to Partner or, at Fossorial's discretion, address it directly.

If Partner provides an End Customer or other third party with access to Services or partner portal functionality, Partner remains responsible for ensuring that such third party complies with this Agreement, the Terms of Service, and applicable Program Terms.

Upon termination of this Agreement, the parties will cooperate in good faith on a reasonable transition plan for End Customers that Partner manages through the Program. Fossorial may, in its discretion, allow associated subscriptions to continue for a limited period while ownership or management of those End Customer environments is transferred to the End Customer or another authorized party.

4. Reseller Orders

This Section 4 applies only to Partners approved as resellers.

Partner may submit orders to Fossorial for End Customers in the form and manner Fossorial requires. Each order is subject to Fossorial's acceptance in its sole discretion. Partner represents that information provided about End Customers is accurate and will notify Fossorial of material changes.

Unless otherwise stated in an accepted order or Program Terms, fees are due as invoiced, non-cancelable, and non-refundable. Partner is responsible for collecting payment from End Customers. Partner's payment obligations to Fossorial are independent of Partner's ability to collect from End Customers.

Resellers may set their own resale prices to End Customers unless restricted by Program Terms.

5. Partner Obligations

Partner will:

• maintain a working knowledge of the Services and Program Terms relevant to Partner's Partner Type;
• conduct business professionally and in a manner that reflects favorably on Fossorial;
• comply with this Agreement, Program Terms, the Terms of Service, Privacy Policy, DPA (if applicable), and all applicable laws, including competition laws and Section 6;
• not make representations, warranties, or commitments about Fossorial or the Services except as expressly authorized in Partner Materials or Fossorial's prior written approval;
• not engage in deceptive, misleading, or unethical practices;
• not use the Services to develop or market competing products or services, or in any manner prohibited by the Terms of Service;
• promptly notify Fossorial of any unauthorized use of Partner credentials or any security incident affecting Program access; and
• designate a primary point of contact for the partnership.

Partner is solely responsible for support provided to End Customers unless Fossorial agrees otherwise in writing or as stated in Section 3.6.

6. Trade Compliance and Anti-Corruption

6.1. Trade Compliance

Partner will comply with all applicable U.S., U.K., E.U., and other export, import, sanctions, and trade laws governing the Services and any related technical documentation. Without limiting the foregoing, Partner will not, and will not permit any End Customer to, directly or indirectly export, re-export, provide access to, sell, or facilitate the sale of any Services:

• into or within any territory subject to comprehensive sanctions by the U.S., U.K., or E.U., which currently include Cuba, Iran, North Korea, Syria, and the Crimea, Luhansk, and Donetsk regions of Ukraine ("Embargoed Regions"); or
• to any individual or entity on a sanctions or restricted persons list maintained by the U.S. (including OFAC's SDN List), the U.K., or the E.U., or that is owned or controlled by any such person ("Restricted Persons").

Each party represents that it is not a Restricted Person, is not located or organized in an Embargoed Region, and is not owned or controlled by a Restricted Person. Partner will comply with any export license conditions notified by Fossorial and will promptly notify Fossorial if Partner learns that an End Customer may be in violation of this Section 6.1. Fossorial may suspend or terminate access to the Services for any End Customer or Partner relationship that Fossorial reasonably determines violates this Section 6.1, without refund.

6.2. Anti-Corruption

Partner will comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act. Partner represents that it has not and will not, directly or indirectly, offer, give, or accept any bribe, kickback, or improper payment or gift in connection with this Agreement, except for reasonable gifts and entertainment provided in the ordinary course of business and not prohibited by applicable law. Partner will promptly notify Fossorial of any actual or suspected violation of this Section 6.2.

7. Marketing and Brand

7.1. Trademark License

Subject to this Agreement, each party grants the other a limited, non-exclusive, non-transferable, non-sublicensable license to use the granting party's name and logos, including Fossorial's Pangolin product marks, solely to identify the parties' Program relationship in accordance with any brand guidelines Fossorial provides. Partner will not alter Fossorial or Pangolin marks, register confusingly similar marks or domain names, or use Fossorial or Pangolin marks in a trade name, paid search keyword, or manner that implies endorsement beyond the Program relationship.

7.2. Marketing Materials

Partner will not issue press releases or public statements about the relationship without Fossorial's prior written consent, except to identify Partner as an authorized Fossorial partner for Pangolin in accordance with Section 7.1. Partner will submit materials bearing Fossorial or Pangolin marks for Fossorial's reasonable review before first publication, unless those materials are unmodified from previously approved Partner Materials.

7.3. Ownership

Except for the limited licenses in this Section 7, each party retains all right, title, and interest in its intellectual property. Fossorial owns all right, title, and interest in the Services and Partner Materials.

8. Privacy and Data Protection

Partner will process personal information in connection with the Program and End Customer relationships in accordance with applicable law and the Privacy Policy. Where Fossorial processes personal information on Partner's behalf in connection with the Services, the DPA applies as incorporated in Section 2.4.

Partner will not cause Fossorial to violate the Privacy Policy or applicable data protection law. Partner is responsible for providing appropriate notices to End Customers and obtaining any required consents for data shared with Fossorial.

9. Confidentiality

Each party may receive nonpublic information from the other that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use Confidential Information only to perform under this Agreement and will protect it using at least reasonable care. Confidential Information does not include information that is publicly available through no fault of the receiving party, already known without restriction, independently developed, or rightfully received from a third party.

Confidential Information may be disclosed when required by law, subject to reasonable notice and cooperation where permitted. Pricing, discounts, and nonpublic Program Terms are Fossorial Confidential Information.

The confidentiality obligations in Section 1.8 of the Terms of Service apply to Partner's use of Fossorial Confidential Information received through the Services and are incorporated by reference to the extent not inconsistent with this Section 9.

10. Disclaimers; Limitation of Liability; Indemnification

Disclaimers. Except as expressly stated in this Agreement, the Services and Partner Materials are provided "as is." Fossorial disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. Fossorial makes no warranties to End Customers through Partner.

Limitation of Liability. To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, or goodwill. Except for Partner's payment obligations, Partner's indemnification obligations, breaches of Section 7 or Section 9, violations of Section 6, or liability that cannot be limited by law, each party's total liability arising out of this Agreement will not exceed the amounts paid or payable by Partner to Fossorial under this Agreement during the twelve (12) months before the event giving rise to liability.

Indemnification. Partner will defend, indemnify, and hold harmless Fossorial and its officers, directors, employees, and affiliates from third-party claims arising out of: (a) Partner's breach of this Agreement; (b) Partner's services, statements, or agreements with End Customers; (c) Partner's marketing or resale activities; or (d) Partner's violation of law, including Section 6. Sections 5.1 through 5.3 of the Terms of Service apply to Partner's use of the Services and are incorporated by reference for that purpose.

11. Term and Termination

11.1. Term

This Agreement begins on the Effective Date and continues until terminated.

11.2. Termination

Either party may terminate this Agreement for convenience on thirty (30) days' written notice. Either party may terminate immediately for a material breach that remains uncured thirty (30) days after written notice. Fossorial may suspend or terminate Partner's Program participation immediately if Partner's conduct does not reflect favorably on Fossorial, Partner becomes a direct competitor of Fossorial, or Fossorial reasonably believes continued participation poses legal, security, or reputational risk.

11.3. Effect of Termination

Upon termination, Partner must cease representing itself as a Fossorial or Pangolin partner, stop using Fossorial and Pangolin marks except as required by law, and return or destroy Confidential Information. Sections intended to survive will survive, including Sections 4 (for unpaid amounts), 7.3, 8 through 10, 11.3, and 12.

Termination of this Agreement does not automatically terminate End Customer subscriptions or agreements between End Customers and Fossorial. The transition obligations in Section 3.6 apply to MSP End Customers where applicable.

12. General

12.1. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party may bind the other without written authorization.

12.2. Assignment

Partner may not assign this Agreement without Fossorial's prior written consent. Any change of control of Partner is an assignment requiring consent. Fossorial may assign this Agreement without consent.

12.3. Notices

Legal notices to Fossorial must be sent to Fossorial, Inc., 169 Madison Ave, STE 81373, New York, NY 10016, United States, with a copy to legal@pangolin.net. Legal notices to Partner must be sent to the address or email on the Signing Form or Membership Form. Notices are effective when received, or when sent by email if no bounce-back is received.

Program communications, orders, invoices, and portal notifications may be delivered electronically through standard business channels.

12.4. Governing Law and Disputes

This Agreement is governed by the laws of the State of California, without regard to conflict of law rules. Except for claims eligible for small claims court or injunctive relief, disputes arising out of this Agreement will be resolved by binding arbitration administered by JAMS in San Francisco, California under its Comprehensive Arbitration Rules. The Federal Arbitration Act governs arbitration. Each party waives class and representative actions to the fullest extent permitted by law. Section 6 of the Terms of Service applies to the extent its arbitration and dispute procedures are not inconsistent with this Section 12.4.

12.5. Entire Agreement

This Agreement, together with any Membership Form, accepted orders, and incorporated Fossorial policies, is the entire agreement between the parties regarding the Program and supersedes prior discussions on that subject. This Agreement may be amended only as provided in Section 2.3 or in a writing signed by both parties.

12.6. Order of Precedence

If there is a conflict among documents, the following order of precedence applies: (1) a signed amendment or order specifically referencing the conflict, (2) this Agreement, (3) Membership Form, (4) Program Terms, (5) Terms of Service.

12.7. Severability

If any provision is unenforceable, the remaining provisions remain in effect and the invalid provision will be modified to the minimum extent necessary to make it enforceable.

12.8. Counterparts and Electronic Signatures

The Signing Form may be executed in counterparts, including by electronic signature, each of which is an original and together constitute one instrument.