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SPEED AI Channel Partner Agreement

SPEED AI | Channel Distribution Agreement

This Channel Distribution Agreement (this “Agreement”) is effective as of the later of the dates this Agreement is executed by the parties on the signature page (“Effective Date”) and is entered into between SPEED AI, LLC (“SPEED”) and (“”). All reference to a “Party” herein shall mean either SPEED or .

1. Independent Contractor Arrangement.

SPEED hereby agrees to engage as an independent contractor and accepts such engagement, upon the terms and conditions hereinafter set forth. shall be responsible for procuring the equipment and supplies necessary to perform services hereunder. (i) shall have final say as to where services hereunder shall be performed, (ii) acknowledges that he or she shall receive no formal training from SPEED other than customary training provided to other similarly-situation individuals, (iii) acknowledges that the relationship created by this Agreement is not necessarily a continuing relationship, (iv) shall be responsible for setting its hours, (v) acknowledges that its performance of services hereunder will not occupy all of its working hours, and (vi) will perform the majority of its services hereunder off of SPEED’s principal premises. SPEED shall not be responsible for hiring, supervising or paying any assistants, contractors or employees of .

2. Appointment of .

Subject to this Agreement, SPEED grants the non-transferable, non-assignable, limited right to refer businesses to SPEED for SPEED to provide SERVICES, defined as those Services provided by SPEED as promoted from time to time at its website and in other promotional materials regularly distributed by . For purposes of this Agreement, Revenue for each Referral referred to SPEED by shall be defined as:

One hundred (100%) of gross revenue collected by SPEED from Referrals;

Paid by a Referral who:

a. meets the pricing criteria as determined by SPEED,

b. receives SPEED’s Services at SPEED’s sole discretion, and

c. continues to receive SPEED’s Services for at least 30 days.

will receive:

For Services: Ten percent (10%) of Revenue collected on a Referral account

for so long as Referral continues to receive Services from SPEED extending for a

period through and including three (3) years subsequent to Termination in

accordance with Paragraph Five (5) (“Referral Fees”).

“Referral(s)” shall mean individuals or entities referred by for SPEED to provide Services, which, a) have not already been referred to SPEED by another referral partner and; b) are referred to SPEED via an email notification (“Referral Notice”). SPEED will, no later than 5 days after receipt of a Referral Notice, notify in the event that any Referrals included in a Referral Notice has already been referred to or contracted with SPEED.

3. Limitations and Ownership.

SPEED may unilaterally decline to enter into an agreement or otherwise do business with

any potential Referrals. SPEED shall determine all fees to be charged or paid to any

Referrals, and will not make any representations to any Referrals regarding SPEED’s pricing structure, except as explicitly authorized by SPEED. Neither SPEED nor will take any action reasonably likely to adversely affect the reputation of the other Party, and shall describe the Services based on instructions and descriptions of the Services provided by SPEED. agrees that SPEED retains sole and exclusive ownership of all of its business models and other intellectual property, and nothing herein shall be deemed to transfer or assign any such interest to . shall refrain from modifying or altering in any way any content, forms or other materials provided by SPEED to without SPEED’s consent.

4. Responsibilities.

While performing its responsibilities under this Agreement, shall (i) use commercially reasonable efforts to perform Referral efforts, (ii) use only promotional

materials approved by SPEED, (iii) comply with all laws, rules and regulations in

performing services hereunder, and (iv) pay all expenses incurred by it in the

performance of its duties under this Agreement, including, but not limited to, expenses in

connection with the solicitation of Referrals. SPEED shall (i) diligently follow up with all

Referrals to attempt to contract Referrals for Services; (ii) use commercially reasonable

efforts and act in good faith to negotiate with Referrals to contract for Services; (iii) use

commercially reasonable efforts to comply with the terms of service agreed upon

between SPEED and Referrals, and; (iv) make all payments of Fees due under this

Agreement; provided, however, in no event shall SPEED be required to enter into a

contract with or continue any negotiations with any Referral so long as it is not a

violation of section 7 of this Agreement prohibiting SPEED from denying or impeding

’s ability to provide Referrals during the Term of this Agreement. The parties agree that the decision on accepting any Referrals is in SPEED’s sole and absolute discretion.

5. Fees.

SPEED shall pay to the fees set forth in Section 2 (“Rferral Fee” or “Fee”) for the entire period that SPEED receives payments or generates any Revenue on account of Services provided by SPEED to Referrals, including for revenue collected on account of Services for a period of thirty-six months following the expiration or termination of this Agreement. SPEED will provide monthly accounting of compensation due to along with payment due. agrees to pay all applicable taxes that may be imposed relating to the relationship created hereby. Such payments shall be made monthly on a net 15-day basis following the Referrals initial invoice period. For purposes of clarity, if Referral starts receiving Services from SPEED on April 1, 2025, shall receive Referral Fees for the month of April 2025 to be paid by SPEED no later than May 15, 2025, and for each month thereafter, so long as the Referral relationship lasts. Fees shall be due and payable under this Agreement for all Referrals made by to SPEED for Services that pre-dated the date of this Agreement. Notwithstanding the above, in the event of a sale or transfer of a majority of the assets or stock of SPEED in an arms-length transaction to a non-affiliate, contemporaneous with the transfer, SPEED shall have the right to purchase ’s rights to receive Referral Fees under this Agreement for an amount equal to thirty-six (36) times the monthly Referral Fee, based on the twelve month trailing average Referral Fee immediately prior to the transfer or if a Referral has not been a Referral for at least one year, then based on the monthly average for the total trailing number of months the Referral has received Services from SPEED. If SPEED engagement is for a limited period or purpose, the amount of payment will be based on the known or best estimate of remaining future payments, not to exceed twelve (12) months. Past due fees will accrue interest at a rate equal to 15% per annum (or, if less, the highest rate permissible under applicable law), and SPEED will reimburse for all costs of collection.

6. Inspection Rights.

SPEED shall maintain accurate records sufficient to substantiate all amounts paid or

owed to pursuant to this Agreement. , at its own expense, and upon at least ten (10) business days advance notice to SPEED, shall have the right, but not more than once during any twelve (12) month period, to examine or review SPEED’s records pertaining to this Agreement in order to verify the accuracy of Fees due to . The reviewed records as well as the results of any such review shall be considered confidential information and shall not be disclosed except for purposes of determining the correct Fees to be paid. In the event that any such review shall reveal an underpayment of the amount due to , SPEED will; (i) remedy such underpayment within ten (10) business days; (ii) use best efforts to remedy the cause for such underpayment immediately, and; (iii), if the aggregate amount to be paid to as a result of such review exceeds ten percent (15%) of all Fees paid to by SPEED during such review period, then SPEED shall reimburse for the actual out-of-pocket costs and reasonable expenses of such review.

7. Term and Termination.

This Agreement shall be in effect for a period of 2 years from the Effective Date (“Initial

Term”), and, unless either Party provides the other Party with 30 days written notice of

non-renewal prior to the end of the Initial Term, shall automatically renew for successive1-year periods until such time as either Party provides the other Party with 30 days written notice of termination prior to the end of any given term. Absent a showing of

good cause that is not being disputed by , SPEED shall not deny or impede ’s ability to provide Referrals during the Term of this Agreement. Either Party may terminate this Agreement immediately in the event: (i) the other Party declares bankruptcy, or (ii) the other Party breaches this Agreement and fails to cure such breach within thirty (30) days of its receipt of written notice of such breach. Upon expiration or termination of this Agreement for any reason, (i) shall immediately cease all referral activities regarding the Services, (ii) SPEED shall pay to , on an ongoing basis, all Referral Fees due and owing hereunder, and (iii) ’s rights to receive reporting and to review under paragraphs 5 and 6 shall survive termination and extend until no further Fee are due to under this Agreement.

8. Nondisclosure and Non-disparagement.

Each Party agrees to treat all information as confidential and not to use or disclose such

confidential information except as necessary to perform under this Agreement and

subject to confidentiality obligations at least as protective as those set forth herein. The

Parties hereto agree that they will not disparage any other Party or such other Party’s

reputation, services, agents, representatives, directors, officers, shareholders, attorneys,

employees, vendors, affiliates, successors or assigns, or any person or entity acting by,

through, under or in concert with any of them, with any written or oral statement. Each

Party’s obligations under this Section 8 shall be deemed to extend to confidential

information of each Referral.

9. Contractors.

shall have the right to hire or engage contractors, agents and employees (collectively, “Contractor”) to assist in performing Referral activities. shall have each Contractor sign an agreement with that establishes such contractual relationship (“Contractor Agreement”). Each Contractor Agreement shall impose obligations and restrictions upon Contractor that assure Contractor’s compliance with this Agreement. Upon execution of a Contractor Agreement, shall immediately notify SPEED that has established a new Contractor. SPEED shall keep the identity of Contractors confidential, except as between any Referral made by Contractor, and SPEED employees. Thereafter, all Fees due, subject to section 5 above, on account of Referral Notices from Contractor, shall be paid to . shall have sole liability to Contractor for payment of contractor fees under the Contractor Agreement. SPEED shall take no action to circumvent or otherwise interfere with ’s relationship with Contractor and shall not hire or engage any individual who has been a Contractor of for a period of eighteen (18) months from the last day Contractor ceases to be a Contractor for without the prior written consent of . Notwithstanding anything contained herein to the contrary, in no event shall SPEED be responsible for or liable to any Contractor or for any of such Contractor’s actions.

10. Representations and Warranties.

Each Party hereby represents and warrants to the other Party that it has the right and

authority to enter into this Agreement and to perform its obligations hereunder. In

addition, represents and warrants that it will not engage in any illegal or abusive marketing practices in soliciting potential Referral. Except as expressly provided for in the Agreement, NEITHER PARTY MAKES ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR

PURPOSE OR AS TO THE RESULTS THAT SPEED, OR ANY REFERRAL MAY ACHIEVE. SPEED acknowledges that neither nor any of its affiliates is a law firm or offers any legal advice, recommendations or counseling under any circumstance.

11. Indemnification and Defense.

The Parties agree to defend, indemnify, and hold harmless the other Party and its

affiliates, from any and all claims, controversies, causes of action, demands, attorneys’

fees/costs and liabilities related to or arising out of or resulting from any action or

proceeding by any third Party alleging facts or circumstances which, if true, would

constitute a breach of any provision of this Agreement by the indemnifying Party. The

indemnified Party will (i) give the indemnifying Party prompt written notice of the claim,

and (ii) cooperate with the indemnifying Party (at the indemnifying Party’s expense) in

connection with the defense and settlement of the claim.

12. Limitation of Liability. Each Party’s liability hereunder for damages shall be

limited to direct damages not to exceed the total amount of Referral Fees or charges

actually paid or payable by SPEED under this Agreement during the 1-month period

immediately preceding the date on which the applicable claim arose, except that ’s liability shall not be limited as to a breach of Section 8 of this Agreement and SPEED’s liability is not limited as to enforcement of Fees due to as delineated on Schedule A or for breaches of Sections 8 and 9. Neither Party’s liability will be limited as to indemnification obligations under Section 11. No action, regardless of form, arising out of the Referral activity under this Agreement may be brought by either Party more than 1 year after the act occurred that allegedly giving rise to the cause of action. IN NO EVENT SHALL EITHER PARTY OR ANY OF EITHER PARTY’S AFFILIATES BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES SUFFERED BY EITHER PARTY . Both Parties waive any claims against the other Party and the other Party’s affiliates for punitive or exemplary damages.

13. Breach and Cure.

Neither Party shall be deemed to have breached this Agreement unless the other Party has

provided written notice of an alleged breach to the breaching Party and such breaching

Party fails to cure such breach within 30 days from the date on which the breaching Party

receives such notice (provided, however, that the breaching Party shall not be entitled to

any such cure in the event such Party has previously breached the same provision or a

substantially similar obligation two times).

14. Miscellaneous.

A) Relationship. Each Party will be and act as an independent contractor with the other

Party for any purpose related to this Agreement.

B) Assignment. Neither Party shall assign or transfer this Agreement without the other Party’s prior, written consent, unless in association with a sale of the majority of stock and/or assets and with notice of five (5) business days to the other Party. Subject to the foregoing, this Agreement shall be binding on any assignee of either Party or any purchaser of either Party’s assets or equity.

C) Severability; Survival. If any provision of this Agreement is held to be unenforceable

or invalid for any reason, the remaining provisions will continue in full force and effect.

D) Entire Agreement; Amendment. This Agreement supersedes all prior agreements and

understandings between the parties with respect to such subject matter; and it may be

amended only by a written signed by both parties. E) Force Majeure. Excluding Fee

payment obligations hereunder, neither Party shall be liable for any failure to perform or

delay in performance hereunder where such failure or delay is caused or occasioned by

force majeure (including, but not limited to, fire, embargo, labor strike, or interruption of

electrical service), or any other circumstances beyond either Party’s reasonable control.

F) Governing Law. This Agreement shall be governed by the laws of the State of South

Carolina, without reference to conflict of law principles, and all disputes arising under or

in connection with this Agreement shall be governed by the internal laws of the State of

South Carolina and shall be brought and tried in federal or state courts located within the

County of Greenville, State of South Carolina, and the parties hereby consent to submit to

the personal jurisdiction of such courts.

G) Use of Name or Materials. shall obtain SPEED’s prior written approval before using any of SPEED’s intellectual property or referencing SPEED in any press release or marketing materials.

SPEED AI, LLC

By: Hayden Haskins, CEO, Co-Founder

By:

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Signed by Hayden Haskins
Signed On: October 24, 2025

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October 15, 2025 10:40 am EST

SPEED AI Channel Partner Agreement Uploaded by Hayden Haskins - hayden@speed.ai IP 24.241.0.110

October 24, 2025 5:00 pm EST

Zapier Notification - speedpartneragreement.51oho3@zapiermail.com added by Hayden Haskins - hayden@speed.ai as a CC'd Recipient Ip: 24.241.0.110