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Quick Expense ScannerThis Exclusivity Appendix ("Appendix") forms an integral part of the Enerpize Global Reseller Agreement between Enerpize LLC ("Enerpize") and the approved reseller ("Reseller"). This Appendix defines the conditions under which a Reseller may be granted country-level exclusivity, the rights associated with exclusivity, and the conditions under which exclusivity may be reviewed, suspended, or revoked.
1. Purpose of Exclusivity
Exclusivity is designed to reward sustained, high-quality performance, encourage long-term market investment, and protect well-executing partners from reseller saturation. Exclusivity is earned through performance, not guaranteed, and is granted at Enerpize's discretion. This Appendix supersedes all verbal or informal discussions regarding exclusivity.
2. Definition of Exclusivity
"Exclusivity" means that the Reseller is recognized as the sole authorized reseller of Enerpize subscriptions within a specific country, subject to ongoing compliance with all program requirements. Exclusivity:
- Is granted per country only
- Does not apply globally or regionally
- Does not create ownership, agency, or control rights
- Does not prevent Enerpize from selling directly to customers
3. Eligibility for Exclusivity
A Reseller may be considered for exclusivity only if all of the following conditions are met.
Revenue Threshold
The Reseller must generate Eligible Revenue at or above the exclusivity threshold for the customer's region, within a continuous twelve (12) month period:
| Region | Exclusivity revenue threshold (12 months) |
|---|---|
| MEA — Middle East & Africa | USD 200,000 |
| Europe | USD 500,000 |
| APAC — Asia-Pacific | USD 300,000 |
These thresholds correspond to the top commission tier of each region as defined in the Commission Appendix §3. "Eligible Revenue" has the meaning given in the Commission Appendix §1 and includes only first-year subscription revenue that is fully paid and retained for at least three (3) consecutive months. Where a Reseller operates across more than one region, exclusivity is assessed per country, and the threshold applied is that of the region in which the relevant country sits.
In Europe, exclusivity is evaluated per country and segmented by sub-market (UK, Central Europe, Eastern Europe) to avoid locking premium markets prematurely. Enerpize reserves the right to appoint multiple non-exclusive resellers in a sub-market until country-level exclusivity is earned.
Compliance & Performance
The Reseller must meet all SLA obligations, maintain compliant branding and messaging, avoid misrepresentation or pricing violations, and have no unresolved escalations or compliance breaches.
Good Standing
The Reseller must demonstrate professional conduct, ethical sales practices, and constructive customer relationships. Enerpize may deny exclusivity for reputational, operational, or compliance reasons, even if revenue thresholds are met.
4. Rights Granted Upon Exclusivity
If exclusivity is granted in writing by Enerpize, the Reseller receives the following limited rights:
Sole Reseller Appointment
Enerpize will not appoint another reseller in the approved country during the exclusivity term.
Marketing Adjustment
Enerpize will pause paid outbound marketing campaigns in the exclusive country.
Designation
Reseller may represent itself as "Exclusive Enerpize Reseller – [Country]" only after receiving explicit written approval.
5. Explicit Limitations of Exclusivity
Exclusivity does not grant the Reseller:
- Territory ownership
- Control over pricing or discounting
- Authority over Enerpize strategy or roadmap
- Commission on organic Enerpize sales
- Rights to block Enerpize direct customers
- Rights to custom development or prioritization
- Rights to appoint sub-resellers
- Transferable or sublicensable rights
All organic signups remain Enerpize-owned revenue and are not commissionable.
6. Exclusivity Term & Maintenance
Term
Exclusivity is granted for one (1) year, subject to annual review.
Maintenance Requirements
To maintain exclusivity, the Reseller must achieve, in each subsequent twelve (12) month period:
- at least the prior period's Eligible Revenue, plus
- 10% year-over-year growth, rounded down to the nearest USD 10,000.
Maintenance targets are based on the Reseller's own prior-period Eligible Revenue, not on the regional grant threshold in §3.1.
Examples (10% growth, rounded down to the nearest USD 10,000):
| Region | Year 1 Eligible Revenue | Year 2 maintenance target |
|---|---|---|
| MEA | USD 210,000 | USD 230,000 (210,000 × 1.10 = 231,000) |
| Europe | USD 520,000 | USD 570,000 (520,000 × 1.10 = 572,000) |
| APAC | USD 310,000 | USD 340,000 (310,000 × 1.10 = 341,000) |
Ongoing Compliance
The Reseller must continue to meet SLA requirements, maintain branding compliance, uphold professional conduct, and avoid prohibited activities.
7. Grace Period
If the Reseller fails to meet the annual revenue target, a one (1) quarter grace period may be granted. Performance during the grace period must meet the pro-rata target. Failure to recover results in exclusivity suspension.
8. Suspension of Exclusivity
Enerpize may suspend exclusivity immediately in cases including: failure to meet revenue targets after the grace period; repeated or severe SLA violations; branding or pricing violations; ethical or legal breaches; a pattern of unresolved customer complaints. Suspension does not automatically terminate reseller status.
9. Effects of Suspension
During suspension: the Reseller may not market itself as exclusive; Enerpize may appoint additional resellers; Enerpize may resume marketing activities; existing customer attribution follows standard commission rules in the Commission Appendix.
10. Termination of Exclusivity
Exclusivity may be permanently revoked if the Reseller commits misconduct under the Agreement, breaches NDA or confidentiality, manipulates deals or attribution, violates pricing or branding rules, causes reputational harm, or repeatedly fails SLA obligations. Termination of exclusivity does not guarantee continuation of reseller status.
11. Reinstatement
A Reseller may reapply for exclusivity by re-achieving the full revenue threshold, resolving all compliance issues, and demonstrating sustained performance. Reinstatement is subject to Enerpize's sole discretion.
12. Country-Level Scope
- Exclusivity applies only to the explicitly approved country
- No cross-border or regional rights are implied
- No exclusivity claims may be made without written approval
- Enerpize may deny exclusivity in markets requiring special legal or compliance considerations
13. Review, Amendments & Precedence
Exclusivity is reviewed annually during QBRs. Enerpize may modify this Appendix with sixty (60) days' written notice. In case of any conflict, the Enerpize Global Reseller Agreement shall prevail.
14. No Guarantee
Exclusivity is a discretionary reward for performance. Nothing in this Appendix guarantees that exclusivity will be granted, maintained, or reinstated, and meeting the revenue threshold alone does not entitle a Reseller to exclusivity.
