Partner Agreement

AFFILIATE AND REFERRAL AGREEMENT

This Affiliate and Referral Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between Incluud, Inc., a Delaware corporation, with a principal place of business at 4140 N Honeysuckle Dr, Coeur d'Alene, Idaho, 83815 ("Company," "we," or "us"), and [PARTNER COMPANY LEGAL NAME], a [STATE] [corporation/LLC], with a principal place of business at [ADDRESS] ("Affiliate"). Company and Affiliate are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company owns and operates ContractsIQ, a software-as-a-service platform (the "Service");

WHEREAS, Affiliate operates a platform, website, or customer base through which it wishes to refer prospective customers to the Service; and

WHEREAS, Company desires to compensate Affiliate for such referrals that result in paying customers, on the terms set forth below;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. Definitions

1.1 "Referred Customer" means an individual or entity that (a) accesses the Service through a Referral Link or other tracking mechanism approved by Company, (b) is not, at the time of referral, an existing customer or a customer already in Company's active sales pipeline, and (c) subsequently enters into a paid subscription agreement with Company for the Service.

1.2 "Referral Link" means the unique tracking URL, code, or other identifier issued by Company to Affiliate for the purpose of attributing Referred Customers.

1.3 "Net Revenue" means the actual subscription fees collected by Company from a Referred Customer during the applicable month, excluding taxes, refunds, chargebacks, credits, discounts, setup or implementation fees, and any third-party payment processing fees.

1.4 "Commission" means the payment described in Section 3.

2. Appointment and Scope

2.1 Company appoints Affiliate, on a non-exclusive basis, to refer prospective customers to the Service in accordance with this Agreement. This appointment does not restrict Company from entering into similar or identical arrangements with any other party, nor does it restrict Affiliate from referring customers to other products or services, including competitors of Company, unless otherwise agreed in writing.

2.2 Affiliate's role is limited to referring prospective customers using approved Referral Links or mechanisms. Affiliate has no authority to negotiate pricing, execute agreements, accept payment, or otherwise bind Company, and shall not represent otherwise.

2.3 Company will provide Affiliate with a unique Referral Link and, where applicable, tracking pixel, UTM parameters, or API-based attribution method. Company will use commercially reasonable efforts to accurately track and attribute Referred Customers, but tracking accuracy is subject to standard technical limitations (e.g., browser cookie blocking, ad blockers).

3. Commission Structure

3.1 Commission Rate. For each Referred Customer who becomes and remains a paying subscriber of the Service, Company will pay Affiliate a commission equal to twenty percent (20%) of Net Revenue actually collected by Company from that Referred Customer during each calendar month (the "Commission").

3.2 Duration. Unless otherwise agreed in writing, the Commission is payable for a period of twenty-four (24) months beginning on the start date of the Referred Customer's paid subscription, provided that this Agreement remains in effect and the Referred Customer continues to pay Company for the Service. No Commission will be payable for amounts received after the applicable twenty-four-month period.

3.3 No Cap. There is no maximum limit on the aggregate Commission Affiliate may earn under this Agreement, provided all Commissions are calculated strictly in accordance with Section 3.1.

3.4 Exclusions. No Commission is payable on: (a) taxes, refunds, credits, or chargebacks; (b) one-time setup, onboarding, professional services, or implementation fees; (c) revenue from customers who were already Company customers, in an active sales conversation with Company, or otherwise excluded under Section 1.1 at the time of referral; or (d) revenue collected after this Agreement terminates, except as provided in Section 8.4.

3.5 Attribution Window. A prospective customer will be considered referred by the Affiliate if the customer starts a paid subscription within ninety (90) days after clicking the Affiliate's Referral Link or using the Affiliate's partner code. If the Referred Customer cancels and later restarts the Service, the restarted subscription will be treated as a continuation of the original subscription and will not begin a new Commission period, provided the customer uses the same account, email address, business entity, or substantially similar identifying information. The Parties may agree in writing to different attribution terms.

4. Reporting and Payment

4.1 Reporting. Company will make available to Affiliate a monthly report (via dashboard, portal, or email) summarizing Referred Customers, associated Net Revenue, and Commission earned for the prior calendar month.

4.2 Payment Timing. Company will pay all Commissions earned in a given calendar month fifteen (15) days following the end of that month, by ACH bank transfer (or such other method as the Parties may agree in writing), provided the Commission due exceeds any applicable minimum payout threshold of $100 (unamortized amounts roll forward to the next payment cycle).

4.3 Currency and Taxes. All Commissions are stated and payable in U.S. dollars. Affiliate is solely responsible for any taxes owed on Commissions received. Company may withhold amounts required by applicable law.

4.4 Adjustments. If a Referred Customer receives a refund, chargeback, or credit, or if Company determines in good faith that a referral was improperly attributed or fraudulent, Company may deduct the corresponding Commission from a future payment or invoice Affiliate for repayment.

4.5 Records and Audit. Company will maintain records sufficient to verify Commission calculations for at least twelve (12) months. Affiliate may request, no more than once per twelve-month period and upon reasonable prior notice, a good-faith review of the underlying calculations for a specific payment period.

5. Affiliate Obligations and Marketing Guidelines

5.1 Affiliate will only use marketing, promotional, and referral materials that are truthful, non-misleading, and consistent with any brand guidelines Company provides in writing.

5.2 Affiliate will not: (a) engage in spam, unsolicited bulk email, or deceptive advertising; (b) bid on Company's trademarks or branded search terms in paid search advertising without prior written consent; (c) offer unauthorized discounts, guarantees, or representations regarding the Service; or (d) engage in self-referral, cookie-stuffing, incentivized clicking, or other fraudulent attribution practices.

5.3 Affiliate will comply with all applicable laws, including those relating to advertising, data privacy, and disclosure of material connections (e.g., applicable FTC endorsement guidance), including disclosing its affiliate relationship with Company where required by law.

6. Trademarks and Publicity

6.1 Each Party grants the other a limited, non-exclusive, non-transferable, royalty-free license to use its name, logo, and trademarks solely as necessary to identify the relationship and perform this Agreement, subject to any brand guidelines provided.

6.2 Neither Party will issue a press release or public statement regarding this Agreement without the other Party's prior written consent, except as required by law.

6.3 All goodwill arising from use of a Party's trademarks inures solely to that Party. Nothing in this Agreement transfers ownership of either Party's intellectual property.

7. Confidentiality

7.1 Each Party may disclose non-public business, technical, or financial information to the other ("Confidential Information"), including Commission rates, customer data, and the terms of this Agreement. The receiving Party will use Confidential Information solely to perform this Agreement, protect it with at least the same degree of care it uses for its own similarly sensitive information (and no less than reasonable care), and not disclose it to third parties without the disclosing Party's prior written consent, except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those herein.

7.2 Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was rightfully known prior to disclosure, is independently developed without use of the disclosing Party's Confidential Information, or is required to be disclosed by law (provided reasonable notice is given where legally permitted).

7.3 This Section 7 survives termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

8. Term and Termination

8.1 Term. This Agreement begins on the Effective Date and continues for an initial term of one (1) year, automatically renewing for successive one (1) year terms unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

8.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party.

8.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice describing the breach, or if the other Party becomes insolvent, files for bankruptcy, or ceases operations.

8.4 Effect of Termination. Upon termination, Affiliate's right to generate new referrals ceases immediately, and all Referral Links will be deactivated. Company will pay Commissions earned on Referred Customers prior to the termination date, in accordance with Section 4, through the effective date of termination. Unless the Parties agree otherwise in writing, no Commission will accrue on revenue collected from Referred Customers after the termination date; provided, however, that if Company terminates this Agreement for convenience pursuant to Section 8.2, Company will continue to pay Affiliate the Commission on Net Revenue collected from Referred Customers who were active paying subscribers as of the termination date for a period of twelve (12) months following the termination date.

8.5 Survival. Sections 4.5 (Records), 6.3, 7 (Confidentiality), 9 (Representations), 10 (Indemnification), 11 (Limitation of Liability), and 13 (General Provisions) survive termination or expiration of this Agreement.

9. Representations and Warranties

9.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement, that doing so does not conflict with any other agreement to which it is a party, and that it will comply with all applicable laws in performing its obligations.

9.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE AND ALL MATERIALS PROVIDED HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. Indemnification

10.1 Affiliate will indemnify, defend, and hold harmless Company from and against any third-party claims, damages, and reasonable expenses (including attorneys' fees) arising from Affiliate's breach of this Agreement, violation of applicable law, or negligent or wrongful acts in connection with its marketing or referral activities.

10.2 Company will indemnify, defend, and hold harmless Affiliate from and against any third-party claims, damages, and reasonable expenses (including attorneys' fees) arising from Company's breach of this Agreement or gross negligence or willful misconduct in operating the Service.

10.3 The indemnified Party must promptly notify the indemnifying Party of any claim, provide reasonable cooperation, and allow the indemnifying Party to control the defense and settlement of the claim (provided any settlement that imposes liability on the indemnified Party requires its prior written consent).

11. Limitation of Liability

11.1 EXCEPT FOR BREACHES OF SECTION 7 (CONFIDENTIALITY), A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 EXCEPT FOR BREACHES OF SECTION 7, A PARTY'S INDEMNIFICATION OBLIGATIONS, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Relationship of the Parties

12.1 The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the Parties. Neither Party has authority to bind the other or incur obligations on the other's behalf, except as expressly authorized herein.

13. General Provisions

13.1 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all of its assets.

13.2 Governing Law. This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-laws principles.

13.3 Dispute Resolution. The Parties will attempt in good faith to resolve any dispute through negotiation between senior representatives. If unresolved within thirty (30) days, either Party may pursue any remedy available in the courts of Idaho, USA, and each Party consents to the exclusive jurisdiction of such courts.

13.4 Notices. All notices under this Agreement must be in writing and delivered by email (with confirmation of receipt) or courier to the addresses set forth in the preamble, or such other address as a Party designates in writing.

13.5 Amendment; Waiver. This Agreement may only be amended in a writing signed by both Parties. No waiver of any provision is effective unless in writing, and no waiver of a breach constitutes a waiver of any subsequent breach.

13.6 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

13.7 Entire Agreement. This Agreement, together with any exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior discussions, understandings, or agreements, whether written or oral.

13.8 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.