That Raider Leaders earn by selling SWARM subscriptions at the standard market rate of Mint tokens and receive a discounted rate, with the difference representing their profit margin.

That Raider Leaders may offer an additional incentive discount of two dollars ($2) off the standard subscription price to Mint Token creators to encourage sign-ups.

That during enrollment/signup, SWARM Tech AI will collect Telegram ID and datetime stamp as proof of the agreement between the Mint Token Creator and SWARM Tech AI.

That this reseller relationship exists independently of any other agreements between SWARM Tech AI and individual Raiders, and SWARM Tech AI maintains the right to establish direct relationships with Raiders as outlined in the Raider’s Fee Agreement.

RAIDER LEADER RESELLER AGREEMENT

BAEB90, LLC, dba SWARM Tech AI organized under the laws of Texas (hereinafter referred to as the “Company”) AND RAIDER LEADER, <@TELEGRAM_NAME> an individual (hereinafter referred to as the “Reseller”).

1.          DEFINITIONS

For the purposes of this Agreement, the following terms
shall have the meanings set forth below:

1.1. “Crypto Tokens” means any digital assets, cryptocurrencies, virtual currencies, tokens, or similar blockchain-based assets that are used for payment or transactions related to this Agreement.

1.2. “Subscription” means any Company software subscription service sold to end users, including but not limited to Daily, Weekly, and Monthly subscription plans.

1.3. “Reseller” means a Raider Leader who enters into this Agreement for the purpose of purchasing Company subscriptions at a discount and
reselling them to end users.

1.4. “Monthly Period” means each calendar month during the term of this Agreement, beginning on the day the Reseller entered into this agreement and automatically renewing on the same day of each subsequent month.

1.5. “Reseller Level” means the tier assigned to the Reseller based on monthly sales volume, which determines the applicable discount rate as specified in Section 3 of this Agreement.

1.6. “Standard Subscription Price” means the regular retail price of Company subscriptions as published by the Company and made available to the general public.

2.          PURPOSE AND SCOPE

2.1. The Company authorizes the Reseller to purchase and resell Company subscriptions to end users in accordance with the terms and conditions set forth in this Agreement.

2.2. The Reseller shall receive discounts on Company subscriptions based on the Reseller’s monthly sales volume, as specified in Section 3 of this Agreement.

2.3. The Reseller may earn income by reselling Company subscriptions at the standard subscription price, with the difference between the discounted purchase price and the standard subscription price representing the Reseller’s earnings.

2.4. The Reseller may offer an additional incentive discount of two dollars ($2) off the standard subscription price to Mint Token creators to encourage sign-ups. This incentive discount is separate from and in addition to the percentage discount the Reseller receives based on their Reseller Level.

3.          RESELLER LEVELS AND DISCOUNT STRUCTURE

3.1. Reseller Levels: The Company offers six (6) distinct reseller levels based on the Reseller’s monthly sales volume of Company subscriptions. The levels and corresponding discount rates are as follows:

3.1.1. Bronze Level: Applies when Reseller sells between one (2) and one hundred (100) Company subscriptions per Monthly Period. At this level, Reseller receives a three percent (3%) discount on the standard subscription price.

3.1.1(a) The purpose of (2) two or more subscription sold during the month, is to previous Mint Token Creators attempting to take advantage of discounted pricing that they are not entitled to.

3.1.2. Silver Level: Applies when Reseller sells between one hundred and one (101) and five hundred (500) Company subscriptions per Monthly Period. At this level, Reseller receives a five percent (5%) discount on the standard subscription price.

3.1.3. Gold Level: Applies when Reseller sells between five hundred and one (501) and one thousand (1,000) Company subscriptions per Monthly Period. At this level, Reseller receives an eight percent (8%) discount on the standard subscription price.

3.1.4. Platinum Level: Applies when Reseller sells between one thousand and one (1,001) and five thousand (5,000) Company subscriptions per Monthly Period. At this level, Reseller receives a twelve percent (12%) discount on the standard subscription price.

3.1.5. Diamond Level: Applies when Reseller sells between five thousand and one (5,001) and ten thousand (10,000) Company subscriptions per Monthly Period. At this level, Reseller receives a fifteen percent (15%) discount on the standard subscription price.

3.1.6. Titanium Level: Applies when Reseller sells ten thousand and one (10,001) or more Company subscriptions per Monthly Period. At this level, Reseller receives a seventeen percent (17%) discount on the standard subscription price.

3.2. Monthly Reset: The Reseller’s level shall be determined based on the number of subscriptions sold during the current Monthly Period. The Reseller’s level shall reset at the beginning of each Monthly Period, with the initial level determined by the first month’s sales volume.

3.3. Level Advancement: The Reseller may advance to a higher level at any time during a Monthly Period upon reaching the sales threshold for that level. The higher discount rate shall apply to all subsequent sales during that Monthly Period.

3.4. Calculation Method: The discount percentage shall be applied to the standard subscription price at the time of purchase by the Reseller. The Reseller may then resell the subscription at the standard market rate or offer an additional incentive discount of up to two dollars ($2) off the standard subscription price to Mint Token creators. The difference between the Reseller’s discounted purchase price and the final selling price represents the Reseller’s earnings.

3.5. Cumulative Calculation: The applicable Reseller level shall be determined based on the cumulative quantity of subscriptions sold by the Reseller Unique ID during each Monthly Period.

If a resellers acquires numerous unique IDs; ONLY 1 (one) unique ID is used in the calculation. This is determined by the latest datetimestamp in the database .

3.6. No Retroactive Application: Discount rates are not applied retroactively to subscriptions purchased earlier in the Monthly Period before a level advancement occurred.

3.7. Proof of Sales: The Company shall maintain records of all subscription sales attributed to the Reseller through unique tracking codes or identifiers assigned to the Reseller.

3.8. Subscription Types: All types of Company subscriptions (Daily, Weekly, and Monthly) count toward the Reseller’s monthly sales volume, with each subscription counted as one (1) unit regardless of its duration or price.

3.9. Incentive Discount: In addition to the percentage-based discounts outlined in Section 3.1, the Reseller may offer an incentive discount of two dollars ($2) off the standard subscription price to Mint Token creators. This incentive discount is intended to encourage Mint Token creators to sign up with the Reseller and is separate from the Reseller’s percentage-based discount.

4.          PAYMENT TERMS

4.1. The Company shall calculate the applicable discount for the Reseller based on the Reseller’s current level at the time of each subscription purchase.

4.2. The Reseller shall pay the discounted price for subscriptions at the time of purchase.

4.3. Payment shall be made in the same type of Crypto Tokens as accepted by the Company for standard subscription purchases, or in an equivalent value of a stablecoin at the Company’s discretion.

4.4. The Company shall provide the Reseller with a detailed statement showing the calculation of discounts applied, including the quantity of subscriptions sold and the applicable discount percentage.

4.5. The Reseller is solely responsible for collecting payment from end users for resold subscriptions.

5.          RESELLER’S OBLIGATIONS

5.1. The Reseller shall: a) Comply with all applicable laws, regulations, and industry standards related to the resale of software subscriptions and crypto token services; b) Accurately represent the Company’s services to potential customers; c) Disclose to potential customers that the Reseller is an authorized reseller of Company subscriptions; d) Refrain from making any representations, warranties, or commitments on behalf of the Company without the Company’s prior written consent; e) Maintain accurate records of all resale activities; f) Sell subscriptions at a price not exceeding the standard subscription price set by the Company; g) Use only marketing materials and descriptions approved by the Company.

5.2. The Reseller acknowledges and agrees that they are solely responsible for all tax reporting and compliance with all tax laws and regulations applicable to the earnings received under this Agreement. This includes, but is not limited to, income tax reporting, sales tax collection and remittance, and any other tax obligations arising from the Reseller’s activities under this Agreement. The Company shall not be responsible for any tax reporting, withholding, or remittance on behalf of the Reseller.

6.          COMPANY’S OBLIGATIONS

6.1. The Company shall: a) Maintain accurate records of all subscriptions purchased by the Reseller; b) Calculate and apply discounts in accordance with this Agreement; c) Provide the Reseller with necessary information and support to facilitate successful reselling; d) Provide end users with the subscription services purchased through the Reseller; e) Provide the Reseller with current information regarding the Company’s services and standard subscription prices; f) Provide the Reseller with activity reports detailing subscription sales and earnings for the Reseller’s own record-keeping and tax reporting purposes. The Company’s responsibility is limited to providing these activity reports and does not extend to any tax reporting, withholding, or remittance on behalf of the Reseller.

7.          TERM AND TERMINATION

7.1. This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with this Section.

7.1.1. This Agreement shall automatically renew on the same day of each month unless terminated in accordance with Section 7.2 or 7.3. The Reseller Level and applicable discount rates shall be determined based on the units sold during the previous Monthly Period as specified in Section 3.3.

7.2. Either party may terminate this Agreement at any time by providing thirty (30) days prior written notice to the other party.

7.3. The Company may terminate this Agreement immediately upon written notice if the Reseller: a) Breaches any material term of this Agreement; b) Engages in any fraudulent, deceptive, or unethical practices; c)Causes harm to the Company’s reputation or business interests; d) Sells subscriptions at prices exceeding the standard subscription price.

7.4. Upon termination of this Agreement, the Reseller shall immediately cease all reselling activities and shall forfeit any rights to discounts on future purchases.

7.5. Termination of this Agreement shall not affect the validity of subscriptions already sold to end users, which shall continue until their scheduled expiration.

8.          CONFIDENTIALITY

8.1. Each party shall maintain the confidentiality of all proprietary and non-public information disclosed by the other party in connection with this Agreement.

8.2. The confidentiality obligations shall survive the termination of this Agreement for a period of two (2) years.

8.3. Confidential information includes, but is not limited to, pricing strategies, customer lists, technical specifications, and business plans.

9.          RELATIONSHIP OF THE PARTIES

9.1. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

9.2. The Reseller has no authority to bind the Company or to incur any obligations on behalf of the Company.

9.3. The Reseller shall not represent themselves as an employee or agent of the Company.

10.     INTELLECTUAL PROPERTY

10.1. Each party retains all rights, title, and interest in and to its own intellectual property.

10.2. The Reseller shall not use the Company’s trademarks, logos, or other intellectual property without the Company’s prior written consent.

10.3. The Company grants the Reseller a limited, non-exclusive, non-transferable license to use the Company’s trademarks and marketing materials solely for the purpose of reselling Company subscriptions during the term of this Agreement.

11.     REPRESENTATIONS AND WARRANTIES

11.1. Each party represents and warrants that: a) It has the full right, power, and authority to enter into and perform this Agreement; b) Its performance of this Agreement will not violate any applicable law or regulation or any agreement to which it is a party.

11.2. The Reseller represents and warrants that it will comply with all applicable laws and regulations related to the resale of software subscriptions and crypto token services, including but not limited to securities laws, anti-money laundering laws, and data protection laws.

12.     LIMITATION OF LIABILITY

12.1. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. THE COMPANY’S TOTAL LIABILITY TO THE RESELLER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF DISCOUNTS APPLIED TO THE RESELLER’S PURCHASES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

13.     INDEMNIFICATION

13.1. Each party shall indemnify, defend, and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the indemnifying party’s breach of this Agreement or violation of applicable law.

14.     GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice of law or conflict of law provisions.

14.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be subject to the exclusive jurisdiction of the courts of the State of Texas.

14.3. The parties agree to submit to the personal and exclusive jurisdiction and venue of the courts located in Travis County, Texas.

15.     MISCELLANEOUS

15.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

15.2. Amendments: This Agreement may only be amended by a written instrument executed by both parties.

15.3. Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.4. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.5. Assignment: Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.

15.6. Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, upon confirmation of receipt if sent by email, or three (3) business days after mailing by registered or certified mail, postage prepaid, to the addresses set forth above.

15.7. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

15.8. Survival: Sections 8, 10, 12, 13, 14, and any other provisions that by their nature should survive termination shall survive the termination of this Agreement.

16.     RESELLER EARNINGS STRUCTURE

16.1. Reseller Earnings: The Reseller earns income through the difference between the discounted purchase price paid to the Company and the standard subscription price charged to end users.

16.2. Calculation of Earnings: The Reseller’s potential earnings are calculated as follows: a) When selling at standard price: Standard Subscription Price - (Standard Subscription Price × (1 - Applicable Discount Rate)) = Potential Earnings per Subscription b) When offering the incentive discount: (Standard Subscription Price - $2) - (Standard Subscription Price × (1 - Applicable Discount Rate)) = Potential Earnings per Subscription with Incentive

For example, if the standard subscription price is $100, the Reseller has a 5% discount rate, and offers the $2 incentive discount: - Without incentive: $100 - ($100 × 0.95) = $100 - $95 = $5 earnings - With incentive: ($100 - $2) - ($100 × 0.95) = $98 - $95 = $3 earnings

16.3. No Guaranteed Earnings: The Company makes no guarantees regarding the amount of earnings the Reseller may generate. Actual earnings depend on the Reseller’s sales volume, current discount level, and ability to sell subscriptions at the standard subscription price.

16.4. Independent Earnings: The Reseller’s earnings under this Agreement are independent of any other financial arrangements the Reseller may have with the Company or third parties.

17.     PREVIOUS AGREEMENTS

17.1. No Liability for Previous Agreements: The Company is not liable for, and this Agreement operates independently of, any previous or existing agreements between the Reseller and third parties, including but not limited to agreements with individual Raiders.

17.2. Reseller Responsibility: The Reseller is solely responsible for managing any potential conflicts between this Agreement and any other agreements the Reseller may have with third parties.

17.3. No Interference: The Company does not intend to interfere with existing contractual relationships and is not responsible for any consequences that may arise from the Reseller’s participation in this reseller program.

17.4. Direct Relationships with Raiders: Nothing in this Agreement prevents the Company from establishing or maintaining direct relationships with individual Raiders, including Raiders who may be part of the Reseller’s community or network.

17.5. Direct Relationships with Mint Token Creators: Nothing in this Agreement prevents the Company from establishing or maintaining direct relationships with MintToken creators, including MintToken Creators who may be part of the Reseller’s community or network.