Partner and reseller agreement

This partner and reseller agreement ("Agreement") is between Switas Tech Inc., 490 Post Street, Ste 500 PMB 2288, San Francisco, CA 94102, USA ("Spidot", "we", "us"), and the organisation accepted into the Spidot partner programme ("Partner", "you"). It applies together with the partner schedule we agree with you (the "Partner Schedule"), which sets out your partner model, commission or discount, payment details and any special terms. If they conflict, the Partner Schedule prevails.

Purchases you make for your own staff are covered by our Business terms instead. End customers who buy on spidot.com are covered by our consumer Terms of service.

To join, apply through our business page. We review each application and may accept or decline it at our discretion, for example based on your business, audience and compliance. This Agreement starts when we confirm your acceptance in writing and you accept this Agreement and your Partner Schedule.

Your Partner Schedule says which of these models apply to you:

• Referral partner: you promote Spidot using the referral links, codes or co-branded pages we give you. Customers buy directly from us on spidot.com, under our consumer terms, and we pay you a commission on qualifying sales.
• Reseller: you buy eSIMs from us at a discount (or a wholesale price) and resell them to your own customers, in your own name, for example bundled with a trip or flight. You are the seller to your customer; we are your supplier.

• Commission (referral partners): as set in your Partner Schedule: [commission rate per partner schedule]. A sale qualifies when it is made through your link or code, paid in full and not refunded, charged back or cancelled within 30 days. We track referrals with our own systems; our records decide in good faith if there is a disagreement.
• Discount (resellers): as set in your Partner Schedule: [discount or wholesale price per partner schedule]. You are free to set your own resale prices.
• No self-referrals: you may not earn commission on purchases made by you or for your own use, or through misleading or incentivised traffic not allowed in the Partner Schedule.

We pay referral commissions monthly in arrears, within 30 days of the end of the month, once the amount due reaches the minimum payout stated in the Partner Schedule. You are responsible for your own taxes on commission income and must give us the tax forms we reasonably request (for example a W-9 or W-8BEN-E).

Resellers pay for eSIMs as set out in the Partner Schedule: in advance by prepaid balance, or by invoice with the payment terms [as agreed in the order form]. Prices exclude taxes unless stated otherwise. We may suspend supply if payment is overdue after written notice.

We give you a limited, non-exclusive, non-transferable, revocable licence to use the Spidot name and logo during this Agreement, only to promote or resell Spidot eSIMs and only as shown in our brand guidelines. You must:

• describe the eSIMs accurately, including that they are data-only unless they are "Data + calls" plans, that a compatible unlocked device is needed, and that coverage and speed depend on local networks;
• not make claims about Spidot (such as prices, coverage or awards) that we have not approved, and not imply that you are Spidot;
• not bid on "Spidot" or confusingly similar terms in paid search, register domains or social accounts using them, or use spam, pop-ups, cookie stuffing or other misleading traffic;
• follow applicable advertising, consumer protection and anti-spam laws, including consent rules for email and cookies.

We may ask you to change or remove any material that does not meet these rules, and you will do so within 5 working days.

• Referral sales: the customer is our customer. We handle delivery, support and refunds under our consumer terms and Refund policy.
• Resold eSIMs: you are responsible for your customer relationship, including first-line support (helping customers choose a plan, check device compatibility and install the eSIM), billing and refunds. We provide second-line support to you by email at support@spidot.com for technical problems you cannot solve, such as an eSIM that will not connect. We replace or credit eSIMs that do not work because of a problem on our side, on the same basis as our Refund policy.
• You must give your customers terms of sale and a privacy notice that are at least as protective of them, and consistent with our consumer terms, for the parts that concern the eSIM service.

Each party will comply with the laws that apply to it. In particular, you must:

• not offer or sell Spidot eSIMs to residents of Türkiye or to customers purchasing from Türkiye, or to any person, entity or country subject to US, EU, UK or UN sanctions;
• comply with anti-bribery laws (including the US Foreign Corrupt Practices Act and the UK Bribery Act);
• hold any licences or registrations needed to resell telecommunications services where you sell, and tell us if you need information from us to do so;
• not use the eSIMs or the programme for fraud, SIM boxes or other uses prohibited by our Terms of service.

For referral sales, each party is a separate controller of the personal data it collects, and we handle our customers' data under our Privacy policy. We share with you only the data needed to calculate commission, normally without customer contact details.

For resold eSIMs, you are the controller of your customers' data. If you give us customer personal data (for example, so that we email the eSIM to your customer), we process it on your behalf under our Data processing addendum, which forms part of this Agreement.

Each party will keep confidential the other's non-public information, including commission rates, discounts and prices, and use it only for this Agreement. This lasts for 3 years after the Agreement ends, and does not apply to information that is public, already known, independently developed or that must be disclosed by law.

We will supply the eSIMs with reasonable care and skill and as described on our plan pages or in the Partner Schedule. The eSIMs use third-party mobile networks, and we do not guarantee coverage, uninterrupted service or speed. To the extent permitted by law, all other warranties are excluded.

Neither party limits its liability for fraud, wilful misconduct, death or personal injury caused by negligence, breach of the compliance section, or anything that cannot be limited by law. Subject to that, neither party is liable for indirect or consequential losses or loss of profit, and each party's total liability in any 12-month period is limited to the amounts paid or payable between the parties under this Agreement in that period.

You will defend and indemnify us against third-party claims arising from your marketing, your sales to your customers, or your breach of the branding or compliance sections.

This Agreement continues until either party ends it by giving 30 days' written notice. Either party may end it immediately by written notice if the other materially breaches it and does not fix the breach within 15 days of notice, or becomes insolvent. We may end it immediately if you breach the branding or compliance sections, or if your activities could harm our reputation or our relationship with our suppliers or networks.

When the Agreement ends, you must stop using the Spidot brand and referral links and stop selling eSIMs. We pay commission earned up to the end date (except on sales made in breach of this Agreement). eSIMs already sold continue to work until their validity ends, and we continue second-line support for them. Sections that by their nature should continue (payment, confidentiality, liability, data protection and governing law) continue to apply.

• This Agreement is governed by the laws of the State of California, USA. The state and federal courts in San Francisco County, California have exclusive jurisdiction, unless the Partner Schedule says otherwise.
• The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and you may not bind us.
• The programme is not exclusive: we may work with other partners and you may work with other providers, unless the Partner Schedule says otherwise.
• We may change this Agreement or the programme by giving 30 days' notice by email. If you do not agree, you may end the Agreement before the change takes effect.
• Neither party may assign this Agreement without the other's consent, except to a successor of its whole business.
• Notices must be in writing by email to the contacts in the Partner Schedule; for Spidot, to support@spidot.com.

Interested in becoming a partner, or have a question about your account? Contact our partner team.

• Email: support@spidot.com
• Post: Switas Tech Inc., 490 Post Street, Ste 500 PMB 2288, San Francisco, CA 94102, USA
• Contact form: spidot.com/legal/contact