Distribution Agreement

This is a translation of the Spanish-language document; in case of any discrepancy, the Spanish version prevails.

This Distribution Agreement applies to any individual or entity that applies for and receives access to Omnisol’s distribution network. Effective as of October 20, 2026.

1. Parties and purpose

This Distribution Agreement (“Agreement”) is entered into between Omnisol S.A.S. (in formation, Colombia) (“Omnisol”) and the individual or entity that applies for and receives access to the distribution network (“Distributor”, “you”). It governs the wholesale purchase and resale of usage licenses for Omnisol’s catalog of Apps.

You may not sell any instance to a client until you have accepted this Agreement and, where applicable, verified your account.

2. Nature of the relationship: non-exclusive authorized distributor

You are a non-exclusive authorized distributor of Omnisol. This means that:

• You buy usage capacity (instance licenses) wholesale, at a cost price set by your network level, and resell it to your own clients at whatever price you decide, provided it is equal to or greater than your cost.
• This relationship is not one of exclusivity, commercial agency, representation, franchise, partnership, or employment. You act at your own expense and risk toward your clients. You have no authority to bind Omnisol to third parties.
• There is no minimum-term commitment: the model is fully prepaid, and you may stop operating at any time, without penalty, per Section 12.

3. Network levels

The distribution network has three levels: Level 1 = Platinum Distributor, Level 2 = Gold Distributor and Level 3 = Authorized Distributor.

OMNISOL ── creates → LEVEL 1 ── creates → LEVEL 2 ── creates → LEVEL 3

• Omnisol may create distributors at any level.
• A Level 1 distributor may only create Level 2 distributors.
• A Level 2 distributor may only create Level 3 distributors.
• A Level 3 distributor does not create other distributors.
• All levels may sell instances directly to end clients.

The wholesale cost per instance and channel bonuses (Section 5) are configurable by Omnisol per App and level, with an effective date; a price change never affects what has already been charged (see Section 13).

4. Your clients are also Omnisol’s clients

Clients you bring in through your account also become clients of Omnisol for purposes of the License Agreement, the Privacy Policy, and the Data Processing Agreement, because Omnisol technically operates the service and economically participates in each sale (through the wholesale cost and channel bonuses). This does not relieve you of your obligations toward your clients described in Section 6.

5. Channel bonuses: internal balance, not “stored value”

To avoid any interpretation of this program as a third-party payment scheme or transferable stored value (relevant for payment-gateway review), money moving through this network is organized into two separate concepts within your account, neither of which is withdrawable cash:

1. Purchase credits (consumable balance): what you top up to pay the wholesale cost of your instances. Not withdrawable or transferable to a third party; it only serves to pay for instances.
2. Channel bonuses (bonus balance): what you earn from the activity of the levels that depend on you, per the pool distribution described below. Bonuses are credited as internal balance, never pass through any payment gateway, are not the Distributor’s money, and are not withdrawable as cash nor transferable: they only serve to pay the wholesale cost of instances, per Section 7.

5.1 How pools are generated

Level	You pay Omnisol per instance/month (configurable)	Generates pool
Level 1	per current rate	—
Level 2	per current rate	contribution to Level 1 Pool
Level 3	per current rate	contribution to Level 2 Pool and Level 1 Pool

• Pools are common funds per level: all contributions to Level 1 in a given period form the Level 1 Pool, and all contributions to Level 2 form the Level 2 Pool, regardless of who created whom.
• Each contribution to a pool is born with its distribution period. Each period’s cutoff closes at 00:00 on the 15th (Colombia time); a contribution recorded after the cutoff belongs to the next period, not the one that already closed.
• Once confirmed, a period’s distribution is fixed on an immutable snapshot of that period: the pool total, participants, and the origin of each contribution. That confirmation is never recalculated against later movements.
• Eligible distributors are those: active, with at least one active instance, and with no overdue charge as of that period’s cutoff.
• Omnisol has the authority to approve or exclude participants from the distribution, with a logged reason, and to apply deductions for compensation owed to affected clients (see Section 9 and the Refund and Cancellation Policy).
• If Omnisol does not confirm a given period’s proposed distribution, no one is paid for that period; the distribution remains pending confirmation and does not expire.

6. Your obligations toward your clients

As a Distributor, you are responsible to your client for:

• The direct commercial relationship: quoting, billing (where applicable), charging, and commercial support.
• Explaining clearly and truthfully what the service includes, without promising features the App does not have.
• Providing initial training: Omnisol gives you access to a demo of each App so you can present it and train your client in its use.
• Informing your client that Omnisol is the technology provider behind the service and that an Omnisol support line is available to them (see the License Agreement, Section 2).

7. Use of bonuses

1. Channel bonuses are not cash: they are not paid by bank transfer, payment gateway, or any other payment method, and are not transferable to a third party or redeemable outside the platform.
2. Your bonus balance may only be used to pay the wholesale cost of your instances or your network’s instances. To pay that cost, your purchase-credit balance is used first and, if insufficient, your bonus balance.
3. Omnisol does not operate a cash-withdrawal module for bonuses; this Agreement does not provide for cash-payment requests against this balance.
4. Your pending bonus balance is not paid if you voluntarily end your relationship with Omnisol (Section 12) or if you are expelled from the network (Section 11): in either case the balance is forfeited and creates no claim against Omnisol.
5. Omnisol may adjust or deduct from your bonus balance for compensation owed to affected clients (Section 9) or other causes described in this Agreement.

8. Billing, delinquency, and negative balance

• You top up your account with purchase credits through Omnisol’s enabled channels.
• You decide which instances to pay each month (or enable automatic payment).
• If you fail to pay an instance on time, it becomes delinquent, then suspended, and, if the situation persists, shut down, per the cycle described in the License Agreement.
• If you don’t receive a bonus for a given period because of an overdue charge, this does not reduce your debt or payment obligation.
• If your balance goes negative (e.g., because a deducted compensation exceeds your available balance), you have 10 days to cover it. You will receive notices (including to your clients, informing them that their provider has a pending payment). If not covered in that period, your instances shut down (your data and your clients’ data remain intact, subject to the 60-day retention period).
• The cost of compensating an affected client (Section 9) is deducted first from your next bonus payment and, if insufficient, from your balance, which may result in a negative balance.

9. Compensation to affected clients

If Omnisol determines that a client was affected by your breach (e.g., improper charge or service abandonment), Omnisol may, at its sole discretion, adopt measures to continue that client’s service. The cost of such a measure is deducted from your bonuses and, if insufficient, from your balance, per Section 8. This authority of Omnisol is an internal customer-care practice and does not constitute an enforceable right for the client or a guarantee of a specific outcome.

10. Prohibited conduct

Under no circumstances may you:

• Promise a client features, integrations, or results the App does not have.
• Create fake or fictitious accounts, instances, or clients to generate bonuses or meet eligibility requirements.
• Recruit other distributors by offering earnings merely for recruiting, without genuine sales of instances to real clients (pyramid or similar schemes).
• Use your clients’ commercial data for purposes other than your sales relationship with them, or attempt to access their instances’ data or passwords (which you do not have access to by design).
• Make false statements about Omnisol, its Apps, or its wholesale prices to third parties.
• Breach the Acceptable Use Policy (Acceptable Use Policy) in your commercial communications (e.g., mass unsolicited WhatsApp messaging).

Breaching any of these prohibitions is grounds for immediate expulsion per Section 11.

11. Grounds for expulsion and replacement

Omnisol may expel you from the network if:

• You stop operating or responding for an extended period without notice.
• You repeatedly stop supporting your clients (training, commercial support).
• You commit a serious violation, including any of those prohibited in Section 10 (e.g., creating fake accounts to earn bonuses).
• You repeatedly breach your payment obligations (beyond the normal delinquency cycle).

If you are expelled:

1. Omnisol designates, at its sole discretion, another distributor at your same level as your replacement. That replacement inherits your entire sub-distributor network (the levels below that depended on you) and all your clients and instances. The Platinum → Gold → Authorized chain is never broken: no one moves up or down a level because of your expulsion.
2. Your own instances and your clients’ instances pass to your replacement without your clients losing their data or noticing any interruption in technical service.
3. Your pending bonus balance is not paid (Section 7.4). Any debt or pending compensation you owe Omnisol is settled against your remaining consumable balance, per this Agreement’s general rules.

12. No minimum term; voluntary termination

There is no minimum-term commitment. You may stop operating at any time: stop topping up purchase credits and mark your instances “do not renew” as your clients end their relationship with you. If you terminate voluntarily, your pending bonus balance is likewise not paid (Section 7.4). Omnisol may close your distributor account at your request once you have no active instances or pending debts.

13. Price changes

Omnisol may modify the wholesale cost and bonus rules for each App and level. Every change:

• Will be announced to you at least 30 calendar days before the change’s effective date.
• Takes effect from a future date (the 1st of a month), and never modifies a month already charged.
• Applies to your instances starting from their next renewal after that date.

14. Confidentiality

During this relationship, each party may share confidential information with the other (e.g., commercial terms, wholesale costs, client information, product plans). Each party agrees to: (i) keep that information in strict confidence; (ii) not disclose it to third parties without the other party’s prior written consent; and (iii) use it only for the purposes of this distribution relationship. This confidentiality obligation survives termination of this Agreement for five (5) years, except for trade secrets, which remain confidential for as long as they retain that status. Information is not considered confidential if it: was already public when received; became public through no fault of the receiving party; was already in the receiving party’s possession without a confidentiality obligation; or must be disclosed by order of a competent authority, with reasonable prior notice to the other party when possible.

15. Indemnification

You agree to defend, indemnify, and hold Omnisol harmless from any claim by your clients or third parties arising from: (i) your own promises, charges, or commercial conduct toward your clients; (ii) your breach of this Agreement or the Acceptable Use Policy; or (iii) your violation of any law applicable to your activity as a distributor.

16. Limitation of Omnisol’s liability

To the maximum extent permitted by Colombian law, Omnisol’s total liability to you under this Agreement is limited to the amount of channel bonuses actually credited to your account in the three months prior to the event giving rise to the claim. Omnisol is not liable for the promises, charges, or commercial conduct you undertake toward your own clients.

17. Governing law and jurisdiction

This Agreement is governed by the laws of Colombia. Before resorting to litigation, the parties will attempt to resolve any dispute through a 30-calendar-day direct settlement period, counted from written notice sent to [email protected] describing the dispute. If no agreement is reached within that period, the dispute will be submitted to the competent courts of the Republic of Colombia, with no arbitration, without prejudice to mandatory consumer-protection rules of the Distributor’s country of residence.

18. General provisions

You may not assign this Agreement without Omnisol’s prior written consent. Omnisol may assign it freely, including to Omnisol S.A.S. once incorporated, or to whoever acquires its business. If a provision is held invalid, the remaining provisions remain in effect. This Agreement, together with the License Agreement, the Privacy Policy, and the Data Processing Agreement where applicable, forms the entire agreement between you and Omnisol regarding your activity as a distributor.

19. Contact

[email protected] · [email protected] · WhatsApp +57 316 922 7313 · panel.omnisol.app