Fense.ai Affiliate Partner Agreement

This Referral Partner Agreement (the "Agreement") is entered into by and between Technology Payment Services Inc d/b/a Fense.ai, and its affiliates ("Company"), and the person or entity that registers for and/or participates in the Company's affiliate referral program (the "Affiliate Program") (such person or entity, the "Referral Partner").

1. Participation and Acceptance

By registering for the Affiliate Program, clicking to accept this Agreement, or otherwise affirmatively agreeing to participate in the Affiliate Program, Referral Partner agrees to be bound by the terms and conditions set forth in this Agreement. This Agreement governs Referral Partner's participation in the Affiliate Program, through which Referral Partner may promote Company's services and refer potential customers in exchange for commissions, subject to the terms described herein.

This Agreement is effective as of the earliest of: (a) the date Referral Partner submits its information to register for the Affiliate Program; (b) the date Referral Partner clicks to accept or checks a box indicating agreement; or (c) the date Referral Partner electronically signs this Agreement (the "Effective Date").

Any individual accepting or agreeing to this Agreement on behalf of a Referral Partner represents and warrants that they are duly authorized to bind the Referral Partner to the terms of this Agreement.

2. Incorporation of Policies

The Referral Partner must comply with all of Company's policies, including but not limited to the following, which are incorporated by reference into this Agreement:

- Data Usage and Security Policy: Sets forth requirements for the proper handling, use, and protection of data—including personal information—obtained or used in connection with the Affiliate Program.

- Marketing & Communications Guidelines: Governs the permitted use of Company's name, logos, trademarks, and marketing materials, and establishes standards for lawful, accurate, and ethical promotion of Company's services.

These policies ("Program Policies") will be provided or made available to Referral Partner (e.g. via Company's website and/or through the Affiliate Program portal) and may be updated by Company from time to time. Compliance with the Program Policies is a condition of continued participation in the Affiliate Program. Referral Partner's failure to adhere to the Program Policies constitutes a material breach of this Agreement and may result in termination as provided herein.

3. Referral Partner Obligations

Referral Partner agrees to strictly adhere to the following obligations as conditions of registering and participating in the Affiliate Program:

a) Referral Activities. Use best efforts to identify and refer bona fide potential customers ("Prospective Customers") to Company in accordance with the procedures that Company may specify. Referral Partner will ensure each Prospective Customer is a legitimate business or user with a genuine interest in Company's products or services.

b) Compliance with Laws. Perform all referral activities in a lawful manner. Referral Partner shall comply with all applicable laws and regulations, including but not limited to data protection and privacy laws (for example, obtaining any required consent before sharing an individual's contact information with Company), anti-spam/marketing laws, and any other laws relevant to its promotional activities. Referral Partner will not engage in any deceptive, misleading, illegal, or unethical marketing practices.

c) Use of Marketing Materials. Only use Company's names, logos, trademarks, service marks, or marketing materials as permitted by the Marketing & Communications Guidelines or with Company's prior written approval. Any marketing, advertising, emails, or other communications that include Company's branding or discuss Company's services must strictly comply with the Marketing & Communications Guidelines. Referral Partner will not make statements about Company or its services that are not approved or that are inconsistent with Company's then-current official marketing messaging.

d) No Misrepresentation. Refrain from misrepresenting its relationship with Company or the nature or features of Company's services. Referral Partner shall not make any false or misleading claims or guarantees to Prospective Customers about Company's offerings, pricing, or terms. All representations made by Referral Partner must be truthful, accurate, and in compliance with Company's guidelines.

e) No Binding Commitments. Referral Partner shall not negotiate contracts or pricing on behalf of Company, nor shall Referral Partner purport to accept orders, enter into agreements, or make any guarantees or warranties on behalf of Company. The Referral Partner's role is limited to introducing Prospective Customers to Company; any final agreements or terms for Company's services with referred customers will be concluded directly between Company and the customer at Company's discretion.

f) Ethical Conduct. Conduct business in a manner that upholds Company's reputation. Referral Partner will avoid any conduct that is deceptive, unethical, or likely to harm the goodwill or reputation of Company. Referral Partner shall not engage in high-pressure sales tactics or any form of harassment in the course of its referrals.

g) Expense of Operations. Bear all costs and expenses incurred in performing its duties under this Agreement. Referral Partner is responsible for its own business costs (such as marketing, travel, communications, etc.) and will not be entitled to reimbursement from Company for any expenses unless expressly agreed in writing by Company.

h) Reporting and Information. Provide Company with accurate information regarding referred leads as required. This may include the Prospective Customer's name, contact information, and other relevant details that Company requests to evaluate and follow up on the referral. Referral Partner will promptly respond to Company's reasonable requests for additional information or clarification about any referral or marketing activity.

i) Data Security. Protect any sensitive information received during the referral process. If Referral Partner collects or obtains personal data of any Prospective Customer for the purpose of making a referral, Referral Partner shall handle and transmit that data in a secure manner and only as permitted by the Data Usage and Security Policy. Referral Partner shall promptly notify Company of any suspected or actual data breach or security incident involving Prospective Customer information.

j) Non-Solicitation of Customers. During the term of this Agreement, and for one (1) year following its termination, Referral Partner shall not solicit or encourage any customer that Referral Partner originally referred to Company to terminate or reduce its relationship with Company in order to obtain services from a competitor of Company. Referral Partner further agrees not to disparage Company or its services to any such customers. This restriction does not prevent Referral Partner from engaging in general advertising or serving customers that independently approach Referral Partner, so long as Referral Partner is not specifically targeting customers it had referred to Company.

k) Advertising Prohibitions. Referral Partner is strictly prohibited from engaging in any form of advertising, marketing, or promotional activities on behalf of Company or its products and services. This comprehensive restriction includes, but is not limited to, online advertisements, search engine marketing, social media campaigns, email marketing, televisual or radio commercials, print advertisements, or any other advertising medium now known or hereinafter developed. Referral Partner shall limit its lead generation activities to sourcing Qualified Referrals exclusively through its own established personal and business relationships, without any public-facing advertisement or solicitation. Referral Partner acknowledges that any violation of this provision shall constitute a material breach of this Agreement and may result in immediate termination of Referral Partner's participation in the referral program, forfeiture of unpaid Commissions, and other remedies available to Company at law or in equity. Furthermore, Referral Partner shall refrain from making any public statements, press releases, or other announcements concerning its participation in Company's referral program without Company's prior express written consent. Referral Partner agrees to conduct its referral activities with the utmost discretion and confidentiality, and shall not disclose the existence or terms of this Agreement to any third party without Company's prior written approval.

l) Adherence to Program Changes. Acknowledge that Company may update the Referral Partner program structure, criteria for Qualified Referrals, commission rates, or other requirements from time to time. Referral Partner agrees to adapt its activities to conform with any new guidelines or requirements that Company communicates as part of an update to this Agreement or the Program Policies.

Referral Partner's compliance with all the above obligations is a condition for earning commissions and continuing in the program. Company reserves the right to monitor Referral Partner's activities for compliance (for example, reviewing marketing materials or communications used to promote Company's services) and to require reasonable proof of compliance.

4. Commissions and Payment

Commission Eligibility. During the term of this Agreement, Company will pay Referral Partner a referral fee or commission ("Commission") for each customer referral that meets the criteria of a Qualified Referral and results in a Referred Customer for Company's services, as outlined below and in Exhibit A (Commission and Payment Terms). Exhibit A, attached hereto or provided alongside this Agreement, is hereby incorporated by reference and sets forth the specific commission rates, eligible products or services, payment schedule, and any additional conditions for earning Commissions. In the event of any conflict between Exhibit A and this Agreement, the provisions of this Agreement shall prevail unless Exhibit A expressly states otherwise.

Qualified Referral. A "Qualified Referral" means a Prospective Customer referred by Referral Partner that (a) is accepted by Company in its sole discretion as a new customer (i.e. not already in Company's pipeline or an existing customer), (b) enters into a direct agreement for Company's services, and (c) has paid for those services in accordance with the agreement. Company has sole authority to determine whether any referral meets these criteria. Referral Partner understands that not every lead referred will qualify for a Commission; for example, if a lead was already known to Company or does not result in a successful sale, no Commission will be owed.

Commission Payment Conditions. All Commissions are subject to the following terms and conditions, in addition to any details in Exhibit A:

a) Earned Upon Payment. A Commission is earned and payable to Referral Partner only after the referred customer (the "Referred Customer") has been accepted by Company and has remitted full payment to Company for the applicable services. If a Referred Customer defaults on payment, or if payment from the Referred Customer is not actually received by Company for any reason, no Commission will be paid to Referral Partner on that transaction. Referral Partner's right to Commission is contingent on Company actually receiving and retaining the revenue from the Referred Customer.

b) Exclusions for Refunds/Chargebacks. If a Referred Customer's payment is subject to a refund, credit, chargeback, or reversal (for example, if the customer cancels the service and receives a refund, or a charge is disputed), the Commission associated with that payment will not be due to Referral Partner, or if already paid, may be clawed back. Company reserves the right to deduct the amount of any such refunded or reversed transaction from future Commission payments, or to invoice Referral Partner for the Commission amount if no future payments are due.

c) Fraud or Improper Conduct. Company retains the discretion to deny or reverse any Commission that it determines was earned under potentially fraudulent, abusive, or otherwise suspicious circumstances. If a Referral Partner engages in any fraud, misrepresentation, or prohibited conduct in obtaining a referral, or if a Referred Customer is found to have obtained Company's services fraudulently or is involved in fraudulent activities (such as excessive chargebacks or illegal transactions), Company may reject the referral or rescind any related Commission.

d) Clawback and Offset Rights. Company may offset any amounts owed by Referral Partner to Company against any Commissions due to Referral Partner. This includes, for example, any overpayments made in error, or any indemnification obligations or damages arising from Referral Partner's breach of this Agreement. Company may withhold and offset such sums from subsequent Commission payouts. If this Agreement is terminated for Referral Partner's breach or misconduct, Company may additionally withhold any unpaid Commissions as an offset against any costs or losses caused to Company by such breach (including investigative costs, third-party fees, or legal expenses).

e) Commission Determinations. Company shall solely determine in good faith the amount of Commission payable for any Referred Customer in accordance with Exhibit A. Company's tracking and accounting regarding referrals and sales will be controlling. Referral Partner must raise any good-faith dispute about Commission calculations within a reasonable time (for example, within 30 days of receiving a report or payment); otherwise, the report and payment will be deemed accepted. Company's reasonable determination of any referral's eligibility and Commission amount shall be final and binding.

f) Payment Logistics. Commissions will be paid in accordance with the schedule and method described in Exhibit A (e.g. monthly payments via ACH, subject to any minimum payout thresholds stated therein). Referral Partner is responsible for providing and maintaining accurate payment information (such as bank details or mailing address) to Company. Company is not liable for any delays or misdirected payments caused by Referral Partner providing incorrect or outdated information.

g) Taxes. Referral Partner is responsible for any taxes, duties, or withholdings on the Commissions paid to it. If required, Company may deduct or withhold any taxes that it is legally obligated to withhold from Commission payments, and will provide Referral Partner with relevant documentation of such withholding upon request. Referral Partner will not be treated as an employee of Company for tax purposes; no taxes will be withheld or paid by Company on Referral Partner's behalf outside of required withholding.

Except for the Commissions expressly provided in Exhibit A, Referral Partner shall not be entitled to any other compensation, commissions, fees, or reimbursement from Company or from Referred Customers. Referral Partner is solely responsible for its costs as noted above, and no other compensation is due under this Agreement. Company, in its discretion, may provide Referral Partner with non-monetary incentives or recognition for referrals (for example, access to additional resources or promotions), but any such benefits are gratuitous and not guaranteed by this Agreement.

5. Intellectual Property Rights

a) Company Intellectual Property. All rights, title, and interest in and to Company's products and services, as well as any associated intellectual property (including but not limited to software, websites, technology, trademarks, service marks, logos, slogans, trade names, domain names, copyrighted materials, know-how, and confidential information), are and shall remain the exclusive property of Company and/or its licensors. This Agreement does not grant Referral Partner any ownership or rights in Company's intellectual property or Company's services.

b) Prohibitions. Referral Partner shall not: (i) register or attempt to register any domain name, business name, or social media account that includes or is confusingly similar to Company's trademarks or "Fense.ai" name; (ii) remove, obscure, or alter any proprietary notices (such as copyright or trademark symbols) on any Company materials; nor (iii) reverse engineer, disassemble, or decompile any software or technology provided by Company.

c) Referral Partner's Intellectual Property. As applicable, Referral Partner retains ownership of its own trademarks, logos, and other intellectual property. However, Referral Partner grants Company a limited right to use Referral Partner's name and logo in a manner consistent with any branding guidelines Referral Partner provides in writing, solely to identify Referral Partner as a participant in Company's Affiliate Program (for example, on Company's website or in marketing materials listing current partners.

d) Materials and Suggestions. Any materials, feedback, or suggestions that Referral Partner voluntarily provides to Company (e.g. feedback on Company's services or ideas to improve the Affiliate Program) may be used by Company freely and will not be treated as confidential or proprietary to Referral Partner. To the extent such feedback or suggestions are protectable, Referral Partner hereby grants Company a perpetual, irrevocable, sublicensable, royalty-free license to use and implement the suggestions or feedback in any manner without any obligation to Referral Partner.

Referral Partner acknowledges and agrees that it does not have, nor will it claim, any right, title or interest in Company's intellectual property, software, data, customer lists, methods of doing business or any elements thereof. No part of Company's intellectual property may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, without Company's express written consent.

Referral Partner represents, warrants, and covenants that it will not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer Company's intellectual property or any portion thereof. Upon termination of this Agreement, Referral Partner shall immediately destroy and discontinue the use of any Company Confidential Information or intellectual property.

6. Confidentiality

Each party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") certain non-public information regarding its business, products, services, customers, or other sensitive matters, in connection with the referral relationship ("Confidential Information"). Confidential Information includes, without limitation, the terms of this Agreement, non-public business or financial information, customer lists or data, Prospective Customer information provided to Company, marketing or technical materials, product roadmaps, software and system information, login credentials, and any other information that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the context of disclosure. The Receiving Party agrees to the following:

a) Use and Protection. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of fulfilling its obligations and exercising its rights under this Agreement, and for no other purpose. The Receiving Party will not disclose or permit access to the Disclosing Party's Confidential Information to any third party, except to its own employees or independent contractors who need to know such information for the authorized purpose and who are bound by confidentiality obligations at least as protective as those in this Section. The Receiving Party shall protect the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure with the same degree of care it uses to protect its own confidential information of a similar nature, and at a minimum, with a reasonable standard of care.

b) Exclusions. Information shall not be deemed Confidential Information if the Receiving Party can demonstrate that: (i) it is or becomes publicly available through no breach of this Agreement by the Receiving Party; (ii) it was already lawfully known to or in the possession of the Receiving Party without confidentiality obligations at the time of disclosure; (iii) it is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information; or (iv) it is obtained by the Receiving Party in good faith from a third party who has the right to disclose it without violation of any confidentiality obligation.

c) Required Disclosure. If the Receiving Party is legally compelled (by law, regulation, subpoena, or court order) to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall, to the extent permitted, promptly notify the Disclosing Party so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of Confidential Information which it is legally required to disclose and will use commercially reasonable efforts to ensure that the information remains confidential under the circumstances.

d) Ownership. Confidential Information remains the property of the Disclosing Party. Except as expressly provided herein, no license or rights to Confidential Information are granted or implied. Upon termination of this Agreement or upon written request of the Disclosing Party, the Receiving Party will promptly return or destroy (at the Disclosing Party's choice) all tangible materials embodying the Disclosing Party's Confidential Information and permanently erase all electronic copies thereof, and certify in writing its compliance with the foregoing if requested. The confidentiality obligations in this Section shall survive for three (3) years after termination of this Agreement, except with respect to any trade secrets, personal data, or sensitive security information, for which obligations shall survive indefinitely.

Referral Partner agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, Company and vendor lists, and pricing and sales information, concerning Company provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Referral Partner for any purpose other than Referral Partner's participation in the referral program, except and solely to the extent that any such information is generally known or available to the public through a source other than Referral Partner. Referral Partner shall not use, disclose, provide, or permit any person or entity access to, any confidential or proprietary information of Company without the prior express written consent of Company in each instance.

Referral Partner shall take all necessary steps to prevent unauthorized use or disclosure of Company's confidential information and shall take no less than a reasonable degree of care to prevent unauthorized disclosure. Referral Partner shall promptly notify Company in writing of any circumstances surrounding unauthorized possession or use of confidential information and shall cooperate with Company in retrieving such information. The confidentiality obligations in this section shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, for which the obligations shall last indefinitely.

7. Representations and Warranties.

Referral Partner represents, warrants, and covenants that: (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted herein, and to perform the acts required of it hereunder; (b) the execution of this Agreement by Referral Partner, and the performance by Referral Partner of its obligations and duties hereunder, do not and will not violate any agreement to which Referral Partner is a party or by which it is otherwise bound; (c) when executed and delivered by Referral Partner, this Agreement will constitute the legal, valid, and binding obligation of Referral Partner, enforceable against Referral Partner in accordance with its terms; (d) Referral Partner shall abide by all applicable laws and regulations in its performance of this Agreement; (e) Referral Partner has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement; and (f) the execution, delivery, and performance of this Agreement will not constitute a breach or violation of any judgment, decision, ruling, consent agreement, order or decree by or before any governmental authority or arbitrator having jurisdiction over Referral Partner.

Referral Partner further represents and warrants that: (a) prior to executing this Agreement, Referral Partner has disclosed in writing to Company the existence of any prior, pending, or threatened lawsuits, formal or informal government investigations, inquiries, decisions, rulings, judgments, prosecutions, decrees, consent agreements, other proceedings by or before any federal or state governmental authority or industry regulatory authority, or orders, against or pertaining to Referral Partner; and (b) if Referral Partner becomes involved or named in any such action, investigation, inquiry, complaint, or other proceeding, Referral Partner will immediately provide written notice to Company describing the nature and circumstances of such action, in which event Company may terminate this Agreement immediately and without notice to Referral Partner.

8. Indemnification

Referral Partner agrees to defend, indemnify, and hold harmless Company, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, demands, actions or proceedings, liabilities, losses, damages, judgments, settlements, costs, and expenses, including reasonable attorneys' fees and related costs, arising from or related to Referral Partner's: (a) breach of any representation, warranty, or obligation under this Agreement; (b) negligence, willful misconduct, or violation of applicable law; and/or (c) acts or omissions in violation of this Agreement.

In the event any such claim is brought against Company, Company shall notify Referral Partner in writing and shall: (a) provide reasonable cooperation to Referral Partner at Referral Partner's expense in connection with the defense or settlement of any such claim; and (b) be entitled to participate at its own expense in the defense of any such claim. Referral Partner shall not enter into any settlement that adversely affects Company's rights or interests without Company's prior written approval. The indemnification obligations under this section shall survive termination or expiration of this Agreement.

9. Disclaimers and Limitation of Liability

The Affiliate Program and all related services, materials, and systems are provided by Company on an "as-is" and "as-available" basis. Company makes no warranties or representations of any kind, express or implied, regarding the Affiliate Program, Company's services offered to Referred Customers, or any other subject matter of this Agreement, except as expressly stated herein. To the maximum extent permitted by law, Company disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, and any arising from course of dealing or usage of trade. Company does not guarantee uninterrupted or error-free operation of the Affiliate Program or any particular outcome, including the generation of referrals, commissions, or conversions. Referral Partner assumes all risk associated with its participation and is solely responsible for evaluating the Affiliate Program's suitability for its business.

To the fullest extent permitted by law, Company (including its affiliates and their respective officers, directors, employees, and agents) shall not be liable to Referral Partner for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind (such as but not limited to lost profits, revenue, data, business opportunities, or business interruption) arising out of or related to this Agreement or the Affiliate Program, even if advised of the possibility of such damages. Company's total cumulative liability for any and all claims arising out of or related to this Agreement shall not exceed the total amount of Commissions actually paid to Referral Partner in the three (3) months preceding the event giving rise to the claim, or Twenty Thousand U.S. Dollars ($20,000), whichever is less, regardless of the theory of liability.

Referral Partner acknowledges that these limitations and exclusions are a fundamental part of the parties' bargain and risk allocation, and that they will apply even if any limited remedy fails of its essential purpose. If applicable law does not permit the exclusion of certain damages or the limitation of liability described herein, those provisions shall apply only to the extent permitted by such law. Nothing in this Agreement limits Referral Partner's liability for amounts expressly owed under this Agreement, including indemnity obligations or misuse of Company's intellectual property or Confidential Information.

Company shall have no liability for any disputes between Referral Partner and any Prospective Customer or Referred Customer. Referral Partner is solely responsible for its communications and conduct with such parties and for resolving any resulting claims. Company is not responsible for any representations, promises, or commitments made by Referral Partner that are not expressly confirmed by Company in writing.

10. Term and Termination

This Agreement shall commence on the Effective Date and will continue in effect until terminated as provided herein. Company may terminate this Agreement at any time, with or without cause, by providing written or electronic notice to Referral Partner. At Company's discretion, termination may be effective immediately upon notice or on a specified future date. Company may also suspend Referral Partner's participation in the referral program immediately, without prior notice, if Referral Partner is in breach of any obligation, if Referral Partner engages in any conduct that could damage Company's reputation or goodwill, or if Company ceases to offer the referral program.

Upon termination of this Agreement for any reason: (a) Referral Partner must immediately cease representing itself as a referral partner of Company and shall stop using any and all Company trademarks, logos, marketing materials, and Confidential Information; (b) Referral Partner shall not be entitled to any Commission or compensation for referrals made or customer transactions occurring after the effective date of termination, however, any Commissions earned for referrals that were fully qualified prior to termination and were obtained in strict compliance with this Agreement shall remain payable in accordance with this Agreement and Exhibit A; (c) if Company terminates this Agreement due to Referral Partner's breach, violation of policies, or other misconduct, Company may withhold or cancel any unpaid Commissions, including those earned prior to termination, as an offset against damages.

The Referral Partner acknowledges that it has no expectation of any continued business relationship with Company beyond the term of this Agreement. Neither party will be liable for any compensation or damages (including lost profits, goodwill, or investments) solely because of the termination of this Agreement as permitted herein.

11. Amendments and Updates

Company reserves the right to amend, modify, or update the terms of this Agreement (including any documents incorporated by reference, such as Program Policies or Exhibit A) at any time, in its sole discretion. Company will give notice of any amendment by at least one of the following methods: (a) sending an email to the Referral Partner's contact email address on record, (b) providing a notification through the Affiliate Program portal or Referral Partner's online account, or (c) posting the updated Agreement or policy on Company's website or Affiliate Program portal and indicating that a change has been made. Company may (but is not required to) also specify an "Last Updated" date or effective date for the changes.

Unless a later effective date is expressly stated, any amendment or update will become effective immediately upon Company's issuance of notice or posting of the revised terms. It is Referral Partner's responsibility to keep its contact information current with Company and to monitor such communications. Referral Partner's continued participation in the Affiliate Program (including continuing to refer Prospective Customers or claiming Commissions) after the effective date of any updated terms constitutes Referral Partner's acceptance of the amendment. If Referral Partner does not agree to a change, its sole remedy is to terminate this Agreement by providing written notice to Company, effective before the new terms apply. However, no such termination will affect any obligations or liability incurred by Referral Partner prior to termination (and the then-existing terms will govern those obligations).

No amendment or modification of this Agreement by Referral Partner is valid unless in writing and signed by an authorized representative of Company. The parties agree that communications and notices of amendments via electronic means (including the methods described above) satisfy any requirements for "written" notice or consent, to the extent permitted by law.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles. Before undertaking any arbitration or litigation, both parties will make reasonable efforts to resolve all disputes informally by means of a conference between officers of Company and Referral Partner who have authority to resolve the dispute.

If the dispute is not resolved through informal means, the dispute shall be submitted to binding arbitration in Hillsborough County, Florida, before a single arbitrator, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration proceedings shall be confidential. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any arbitration or litigation shall be entitled to recover its reasonable attorneys' fees and costs.

13. Miscellaneous Provisions

a) Entire Agreement. This Agreement (including any Exhibit(s) and incorporated policies or guidelines) constitutes the entire agreement between Company and Referral Partner regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, or communications (whether written or oral) between the parties relating to such subject matter. Each party acknowledges that in entering into this Agreement, it has not relied on any representation or promise not expressly set forth in this Agreement.

b) No Waiver. The failure of either party to enforce any provision of this Agreement or to exercise any right or remedy available under this Agreement shall not be construed as a present or future waiver of such provision, right, or remedy. To be effective, any waiver of any provision of this Agreement must be in writing and signed by the party against whom the waiver is sought to be enforced. A waiver of one provision shall not be construed as a waiver of any other provision or of the same provision on another occasion.

c) Opportunity for Counsel. Referral Partner acknowledges that it has read this Agreement and has had the opportunity to consult with legal counsel. Referral Partner is not relying on any representations other than those set forth in this Agreement.

d) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. The parties shall negotiate in good faith a valid, legal, and enforceable substitute provision that most nearly reflects the original intent of the parties with respect to the unenforceable provision.

e) Assignment. Referral Partner may not assign or transfer this Agreement, whether by operation of law, change of control, or otherwise, without the prior written consent of Company. Any attempted assignment in violation of this provision is void. Company may assign this Agreement, in whole or in part, without notice to or consent from Referral Partner. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of the parties and their respective permitted successors and assigns.

f) No Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the parties hereto and (where applicable) their permitted successors and assigns, and nothing in this Agreement is intended to confer any rights or remedies on any third party (including any Prospective Customer or Referred Customer), whether as a third-party beneficiary or otherwise. Only the Company and Referral Partner (or their permitted assigns) may enforce the terms of this Agreement.

g) Relationship of Parties. The relationship of the parties established by this Agreement is solely that of independent contractors. Referral Partner's participation in the Affiliate Program is voluntary and nothing in this Agreement creates an exclusive relationship or any fiduciary duty between the parties. Referral Partner shall not represent itself as an agent or legal representative of Company for any purpose, and has no authority to act for or bind Company in any manner. Referral Partner is not entitled to any of the benefits that Company provides to its employees (and will make no claim to the contrary).

h) Notices. Except as otherwise provided herein, any notices required or permitted under this Agreement shall be in writing and shall be sent to the contact addresses of the parties (e.g. the postal or email address provided by Referral Partner during enrollment, and the Company's address as indicated on its website or correspondence). Electronic notices from Company (such as program updates or amendments) may be given as described in Section 11 above. Referral Partner agrees that electronic communications (including via email or portal) satisfy any legal requirement that communications be in writing.

i) Headings and Interpretation. The section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision. Terms such as "including" or "for example" shall be construed as illustrative and not limiting. This Agreement shall not be construed in favor of or against either party by reason of the authorship or origination of any provision. If this Agreement is provided in multiple languages, the English version shall control in the event of any discrepancy.

Referral Partner confirms that it has read and understood this Referral Partner Agreement and agrees to all of its terms.

Exhibit A -- Commission and Payment Terms

Commission Calculation. Referral Partner shall be entitled to receive a commission equal to ten percent (10%) of the gross sales revenue actually received by Company from each Qualified Referral (the "Commission"), unless a different rate is agreed to in writing by Company. "Gross sales revenue" means the total amount paid by the Referred Customer to Company, exclusive of taxes, refunds, chargebacks, discounts, or credits.

Payment Schedule. Commissions will be calculated monthly and paid within thirty (30) days following the end of the calendar month in which Company receives full payment from the Referred Customer. Company may establish a minimum payout threshold or offset amounts due against refunds, chargebacks, or amounts owed by Referral Partner.

15. When was the Affiliate Partner Agreement last updated?

Last Updated: April 16, 2025