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Last updated June 2, 2026

KOGNITIVE NETWORKS INC.
TERMS OF SALE (CHANNEL PARTNERS)

This Schedule A – Channel Partner Terms of Sale (“Schedule”) is entered into pursuant to and forms an integral part of the Channel Partner Agreement (“Agreement”) between Kognitive Networks Inc. (“Kognitive Networks”) and [Channel Partner Name] (“Channel Partner”), effective as of [Effective Date].

Kognitive Networks provides its Kognitive Networks Products and Services to Channel Partner for resale and distribution to Channel Partner’s End Users, subject to the terms of the Agreement and this Schedule. Capitalized terms not defined herein have the meanings ascribed to them in the Agreement.

In the event of any conflict between this Schedule and the Agreement, the terms of the Agreement shall prevail unless expressly stated otherwise herein.

1. Kognitive Networks Products and Services

This Schedule applies to the following Kognitive Networks Products and Services:

  1. Konnect Open
  2. Konnect OS
  3. Virtual Hub
  4. Hardware and Virtual Routers
  5. Platform Services
  6. Orbit

Detailed descriptions, features, and pricing for each Product and Service are set forth below and/or in the applicable Order Form or Statement of Work (“SOW”).

2. Pricing Structure

All pricing for the Kognitive Networks Products and Services shall be as specified in the applicable Order Form or SOW. Unless otherwise stated:

  • All fees are denominated in U.S. Dollars (USD).
  • Pricing is exclusive of applicable taxes, duties, shipping, and handling, which shall be the responsibility of Channel Partner.
  • Pricing may be subject to volume-based tiers, minimum order quantities (MOQs), and term-based discounts, as agreed by the parties and set forth in the applicable Order Form or SOW.

Kognitive Networks reserves the right to update its pricing from time to time, provided that it shall give Channel Partner 60 days’ prior notice thereof and shall honor the pricing in all quotes and proposals issued by Channel Partner to End Users under the pricing then in effect during such 60 day period.

3. Hardware Terms

Unless otherwise expressly agreed in writing:

  • All hardware purchases are non-cancelable and non-refundable.
  • Standard warranty is one (1) year, covering hardware only.
  • Extended warranty (if purchased) is five (5) years, prepaid.
  • Warranty excludes labor, shipping, and handling.
  • Channel Partner is responsible for all shipping, customs, duties, and taxes.

4. Platform Terms

4(a). Responsibility for End Users

In addition to its responsibilities set forth in the Agreement, Channel Partner shall be solely responsible for:

  • All agreements with End Users.
  • Billing, collection, and support obligations to End Users (unless otherwise agreed).
  • Ensuring End User compliance with applicable use terms.

Kognitive Networks shall have no direct contractual relationship with End Users unless otherwise expressly agreed in writing.

4(b). Subscription Terms

  • Licenses are billed on a monthly or term basis as specified in the Order Form or SOW.
  • Certain features, modules, or usage tiers may incur additional charges.
  • Platform usage thresholds, where applicable, are defined within each Product section.

4(c). Feature Availability

Certain features may be:

  • Marked as “under development” and subject to change.
  • Dependent on specific hardware, licenses, or third-party integrations.
  • Subject to additional fees.

4(d). Service Activation and Usage

Services may be provisioned by Channel Partner for its End Users. Channel Partner is responsible for:

  • Accurate activation and deactivation of services.
  • Management of End User usage.
  • All charges incurred under Channel Partner’s account, including those attributable to End Users.

5. Invoicing and Payment Terms

5(a). Invoicing

Kognitive Networks shall invoice Channel Partner (not End Users) on the first day of each calendar month for all Kognitive Networks Products and Services provisioned under Channel Partner’s account.

5(b). Payment Responsibility

Channel Partner shall be solely responsible for payment of all invoices issued by Kognitive Networks, regardless of whether Channel Partner has received payment from its End Users.

5(c). Orbit and Usage-Based Services

For Orbit and usage-based services, invoices shall include:

  • All active services as of the first day of the billing month, and
  • Any services activated during the prior month but deactivated before month-end.

Example: The invoice for August 2026 will be sent on the 1st of August, based on the lines active on August 1st and the lines that were activated after July 1st but deactivated before August 1st.

5(d). Payment Terms

All invoices are due and payable within thirty (30) days from the invoice date, without deduction or set-off. No refunds are available.

5(e). Disputes

Channel Partner must submit any claims, disputes, or questions regarding an invoice in writing within fifteen (15) days of the invoice date. Failure to provide such notice within this period shall constitute:

  • Deemed acceptance of the invoice, and
  • A waiver of Channel Partner’s right to dispute such invoice.

5(f). Late Payments

Any amounts not paid when due may, at Kognitive Networks’ discretion:

  • Accrue interest at two percent (2%) per month (or the maximum rate permitted by law, if lower), from the due date until paid in full.

5(g). Remedies for Non-Payment

Kognitive Networks reserves the right, upon written notice, to:

  • Suspend or terminate access to Kognitive Networks Products and Services.
  • Terminate the Agreement.
  • Pursue collection actions or legal remedies available under the Agreement or applicable law.

6. Delivery and Shipping

6(a).

All deliveries are ex Kognitive Networks’ warehouse unless otherwise agreed. In the absence of specific instruction from Channel Partner, Kognitive Networks will select the carrier and make such agreement with the carrier as Kognitive Networks in its sole discretion deems appropriate. Channel Partner bears the shipping risk, regardless of the choice of delivery and shipping method. Channel Partner must take out any shipping insurance.

6(b).

Kognitive Networks will endeavor to deliver the Kognitive Networks Products within the delivery schedule provided by it but shall not in any event be liable for any loss or damage directly or indirectly sustained from any failure to deliver within such period, or from any failure to give notice of any delay in delivery. Time shall not be the essence of the transactions contemplated by these terms and any delay shall not be the basis of Channel Partner’s cancellation or revocation of its purchase obligations. Further, Kognitive Networks reserves the right to deliver the Kognitive Networks Products by installments at its absolute discretion and in such circumstances Channel Partner shall accept delivery of the Kognitive Networks Products by installments.

6(c).

Where, in order to deliver or collect the Kognitive Networks Products, Kognitive Networks or the carrier enters upon Channel Partner’s premises, Channel Partner shall provide full and safe access to Kognitive Networks or the carrier and shall be liable for and indemnify Kognitive Networks and the carrier against the cost of all loss, damage to property and injury to persons, occurring directly or indirectly as a result of Channel Partner’s failure to ensure full and safe access. All shipments made by Kognitive Networks are subject to the place of unloading being accessible by passable roads. Channel Partner is responsible for immediate unloading, and any waiting time is for Channel Partner’s account. Channel Partner shall be responsible for providing adequate labor and/or material handling equipment for the loading and unloading of the Kognitive Networks Products at Channel Partner’s premises. The time of delivery is estimated by Kognitive Networks using its best judgment according to the circumstances existing at the time the offer to purchase was accepted by Kognitive Networks. Kognitive Networks will inform Channel Partner of any changes in the time of delivery without undue delay.

7. Title

Where Channel Partner is purchasing Kognitive Networks Products, title to the Kognitive Networks Products shall pass to Channel Partner only upon Channel Partner’s payment of the entire purchase price, including any costs incurred and paid by Kognitive Networks on Channel Partner’s behalf in connection with the delivery, shipment and insurance of the Kognitive Networks Products, or until the agreed security has been provided, in which event Kognitive Networks shall have and retain a purchase money security interest in the Kognitive Networks Products. Channel Partner shall do all things requested by Kognitive Networks to perfect such security interest. No title to the Kognitive Networks Services, the software associated therewith or any intellectual property with respect thereto is conveyed to or shall pass to Channel Partner.

8. End User Flow-down Terms

Channel Partner shall include in its agreements with End Users the Terms of Service set forth in Kognitive Networks’ then-current Customer Agreement.