ComplianceOS

Preamble

This Partner Program Addendum (“Addendum”) supplements and forms part of the ComplianceOS Terms of Service (“TOS”) entered into between Yenova Labs FZ-LLC (“Provider”) and the Partner identified above. In the event of a conflict between this Addendum and the TOS, this Addendum shall prevail with respect to the Partner relationship. All capitalized terms not defined herein shall have the meanings given in the TOS.

1. Partner Eligibility and Responsibilities

1.1 Professional Qualification

The Partner represents and warrants that it is a duly licensed accounting firm, audit practice, or tax consultancy, holding a valid professional license issued by the relevant UAE authority (including but not limited to the Ministry of Economy, a Free Zone Authority, or RERA). The Partner shall maintain such license in good standing throughout the term of this Addendum.

1.2 Human-in-the-Loop Obligation

The Partner acknowledges and accepts the Human-in-the-Loop Requirement as set forth in the TOS. The Partner shall ensure that all AI-generated outputs are reviewed by a qualified professional before being used for any regulatory filing or submission on behalf of an End-Client.

1.3 End-Client Relationship

The Partner maintains its own independent professional relationship with each End-Client. Yenova Labs has no direct contractual relationship with the End-Client unless the End-Client independently subscribes to the Service. The Partner is responsible for ensuring that its engagement letters with End-Clients appropriately disclose the use of AI-powered tools in the compliance process.

2. Wholesale Commitment and Pricing

2.1 Minimum Commitment

The Partner agrees to a minimum commitment of ten (10) Managed Entities. A “Managed Entity” is defined as a single legal entity (identified by a unique Tax Registration Number) for which the Partner manages compliance through ComplianceOS.

2.2 Partner Pricing

Partner pricing is set forth in the applicable Partner Order Form and is based on the volume of Managed Entities. Partner pricing represents a wholesale discount from the standard retail subscription rates. The specific pricing tiers are defined in the Order Form.

2.3 Billing

Partner invoices are issued monthly in arrears based on the actual number of active Managed Entities during the billing period. Payment terms are net-30 days from invoice date, payable in AED. If the Partner falls below the minimum commitment for three (3) consecutive months, the Provider reserves the right to revert the Partner to standard retail pricing.

3. AI Credit Pooling

3.1 Global Credit Pool

Yenova Labs grants the Partner a Global Credit Pool that is shared across all Managed Entities. The total monthly credit allocation is calculated based on the Partner's tier and number of Managed Entities, as specified in the Order Form. The Partner has full flexibility to allocate credits across entities as needed.

3.2 Credit Monitoring

The Partner dashboard provides real-time visibility into credit consumption by entity, operation type, and time period. The Partner shall receive automated alerts at 75% and 90% utilization thresholds.

3.3 Overage

AI Credit usage exceeding the monthly allocation shall be billed at the overage rate specified in the Order Form. The Partner may purchase additional credit blocks at any time through the partner dashboard.

4. White-Label License

4.1 Branding Rights

If the Partner selects the White-Label option (available at Silver tier and above), Yenova Labs grants the Partner a limited, non-exclusive, non-transferable license to apply the Partner's corporate branding (logo, color scheme, and firm name) to the following Service outputs:

PDF compliance reports and VAT returns
Client-facing dashboard (custom subdomain)
Email notifications sent to End-Clients
Evidence Vault download headers

4.2 Integrity Mark

All white-labeled outputs shall include a small “Powered by ComplianceOS” integrity mark in the footer, which may not be removed or obscured.

4.3 Brand Guidelines

The Partner shall ensure that all white-labeled materials comply with the ComplianceOS Partner Brand Guidelines (provided separately). The Partner shall not use Yenova Labs' trademarks in any manner that suggests endorsement of the Partner's services by Yenova Labs, or in any way that could bring Yenova Labs' brand into disrepute.

5. Data Segregation and Confidentiality

5.1 Tenant Isolation

Each Managed Entity's data is logically isolated within ComplianceOS using PostgreSQL Row-Level Security (RLS). The Partner's administrative access allows oversight of all Managed Entities within their portfolio, but does not provide access to entities managed by other Partners or direct subscribers.

5.2 Confidentiality

Each party shall treat as confidential all non-public information received from the other party in connection with this Addendum. Neither party shall disclose the other's confidential information to any third party without prior written consent, except as required by law, regulation, or professional duty.

5.3 End-Client Data Ownership

The End-Client retains ownership of all financial data processed through ComplianceOS. The Partner's access to End-Client data is governed by the Partner's own engagement agreement with the End-Client. Upon termination of the Partner's management of a Managed Entity, the Partner's access to that entity's data shall be revoked within five (5) business days.

6. Partner Service Levels

Partners receive enhanced service levels compared to standard subscribers:

Priority support: Response within 4 business hours (vs. 24 hours for standard).
Dedicated account manager: Available at Gold tier and above.
Quarterly business reviews: Strategic reviews of platform usage and compliance outcomes.
Early access: Preview of new features and modules before general availability.

7. Term and Termination

7.1 Initial Term

This Addendum shall be effective for an initial term of twelve (12) months from the Effective Date and shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

7.2 Termination for Cause

Either party may terminate this Addendum immediately upon written notice if: (a) the other party commits a material breach that remains uncured for thirty (30) days after written notice; (b) the other party becomes insolvent, enters administration, or ceases to carry on business; or (c) the Partner's professional license is revoked or suspended.

7.3 Effect of Termination

Upon termination: (a) the Partner's wholesale pricing shall revert to standard retail rates for any ongoing entity subscriptions; (b) white-label licenses shall be revoked within thirty (30) days; (c) the Partner shall remove all ComplianceOS branding from its materials within thirty (30) days; and (d) the Partner's Global Credit Pool shall be dissolved, with individual entities migrated to standalone plans at the Partner's or entity's election.

8. Mutual Indemnification

8.1 By Partner

The Partner shall indemnify and hold harmless Yenova Labs from any claims, damages, or losses arising from: (a) the Partner's professional negligence in reviewing AI outputs; (b) the Partner's misrepresentation of the Service to End-Clients; (c) filings made by the Partner without adequate human review; or (d) the Partner's breach of this Addendum.

8.2 By Provider

Yenova Labs shall indemnify and hold harmless the Partner from any claims, damages, or losses arising from: (a) a material defect in the Service that causes demonstrably incorrect calculations when the underlying data is accurate; or (b) a data breach caused solely by Yenova Labs' negligence, subject to the liability cap set forth in the TOS.

9. Governing Law

This Addendum shall be governed by and construed in accordance with the laws of the United Arab Emirates and the applicable laws of the Emirate of Dubai. Disputes shall be resolved in accordance with the dispute resolution provisions of the TOS.

Yenova Labs FZ-LLC • Meydan Free Zone • Dubai, United Arab Emirates