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UPWEFORGE AFFILIATE AGREEMENT TERMS AND CONDITIONS

This Affiliate Agreement (this "Agreement") is between NightEase Solutions LLC, a Wyoming limited liability company operating the UpWeForge universe (the "Company," "we," "us"), and the individual who accepts it (the "Affiliate," "you"). This Agreement, together with the UpWeForge Affiliate Compensation Plan (the "Compensation Plan"), incorporated by reference, governs your participation in the UpWeForge Affiliate Program (the "Program"). The Compensation Plan in effect as of your acceptance of this Agreement is provided to you with this Agreement or made available to you electronically before acceptance. In the event of conflict, the order of precedence is: this Agreement then the Compensation Plan, except as to compensation mechanics, which the Compensation Plan controls.

1. Acceptance; Electronic Assent ↑

1.1 By clicking "I agree," enrolling, or participating, you agree to be bound by this Agreement and the Compensation Plan.

1.2 You consent to transact electronically; your electronic acceptance and signature are valid and enforceable under the E-SIGN Act, 15 U.S.C. § 7001, and applicable state law.

2. Definitions ↑

Capitalized terms not defined here have the meanings given in the Compensation Plan. "Approved Materials" means the promotional content, creatives, and unique referral link(s) the Company makes available for Affiliate use. "Confidential Information" is defined in §8. "Marks" means the Company's trademarks, names, logos, and brand assets.

3. Purpose & Scope; Conduct ↑

3.1 This Agreement sets forth the terms and conditions of your participation in the Program. It further serves to protect members, the community, and the Company; ensure lawful, honest promotion; and preserve the universe's anonymity. Compliance with the Agreement and the Compensation Plan is a condition of participation. ↑

3.2 As an Affiliate of Company, you agree that you will act lawfully, honestly, and in good faith, and will not bring the Company into disrepute through deceptive or unlawful conduct. ↑

4. Eligibility; Enrollment; Anonymity ↑

4.1 Enrollment is free; no purchase is required to become an Affiliate; no purchase or active subscription required to earn Referral Commissions.

4.2 You may enroll either as an individual or as a business entity (including a sole proprietorship, single-member or multi-member limited liability company, general or limited partnership, or corporation); in each case, "you" refers to the enrolling person or entity. If you enroll on behalf of an entity, you represent and warrant that you are duly authorized to bind that entity to this Agreement, and "you" includes both the entity and its authorized signatory, jointly and severally. You (or, in the case of an entity, its authorized signatory and each beneficial owner required to be identified) must be a natural person of the legal age of majority (baseline 18) and must complete KYC before any payout. No purchase or subscription is required to enroll as an Affiliate or to earn any Referral Commissions; any subscription you hold is a separate, voluntary purchase of a product you actually use, never a condition of earning Referral Commissions.

4.3 One Affiliate Account per Person. You may own, operate, control, or have an interest in only one Affiliate account.

4.4 You participate under an anonymous handle; identity information collected for KYC/tax is held confidentially and used only for legal compliance and payout (see the Privacy Policy).

5. Independent-Contractor Status; Taxes ↑

5.1 You are an independent contractor, not an employee, agent, partner, or joint venturer, and have no authority to bind the Company.

5.2 You are solely responsible for your own taxes, withholdings, filings, licenses, and expenses, including all obligations arising from your self-employment, sole proprietorship, or other form of business organization, and including any applicable self-employment tax, estimated-tax payments, and information reporting.

5.3 You will provide required tax documentation (e.g., Form W-9/W-8), and you agree to indemnify the Company against any tax, penalty, interest, or claim arising from your tax status or nonpayment.

5.4 Each year, the Company will issue you an IRS Form 1099-NEC (Nonemployee Compensation) if your earnings in the previous calendar year—including the value of incentive trips, prizes, or awards—totaled $600 or more. If your earnings were below $600, the Company will provide a Form 1099-NEC only upon request, and may charge a fee to fulfill that request.

5.5 Independent Business; Self-Employment. You acknowledge and agree that you participate in the Program as, and hold yourself out solely as, an independent business — a sole proprietorship or other form of business organization — operated for your own account, at your own risk, and under your own direction and control as to the manner and means of your promotional activities. You are solely responsible for obtaining and maintaining any business registration, license, permit, employer identification number, sales-and-use-tax or other registration, and regulatory or local-law compliance applicable to you. You further acknowledge and agree that establishing and maintaining a payment-receiving account to accept Referral Commissions (§11.8) constitutes the conduct of your own trade or business, and that all amounts you derive under this Agreement constitute self-employment income for which you are exclusively responsible. Nothing in this Agreement constitutes, or shall be construed to constitute, the Company as your employer, principal, franchisor, or joint venturer.

6. Trademark and Approved Materials Grant of Limited License; Restrictions ↑

6.1 The Company grants you a limited, non-exclusive, non-transferable, revocable license to use the Marks and Approved Materials solely to promote Company products during the term, strictly per this Agreement.

6.2 You will NOT: (a) alter the Marks or Approved Materials; (b) create your own advertising, income, health, or product claims, or use materials other than Approved Materials for public promotion; (c) make any income, earnings, or lifestyle representation except as expressly permitted through Approved Materials; (d) use the Company name/Marks in domain names, account handles, paid search, or metatags without written permission; or (e) imply employment, partnership, or Company authorship of your statements.

6.3 All goodwill arising from use of the Marks inures to the Company.

6.4 Approved Materials may not be altered.

6.5 All content and platform Intellectual Property belong to the Company. The license granted herein conveys no ownership interest of any nature to you.

7. Promotion; Advertising Compliance ↑

7.1 You will promote only through Approved Materials and your referral link, and will comply with this Agreement, the FTC Endorsement Guides (16 CFR Part 255) — including clear and conspicuous disclosure of your material connection (e.g., "#ad") — the CAN-SPAM Act (15 U.S.C. § 7701) and Telephone Consumer Protection Act (“TCPA”) (47 U.S.C. § 227) for any email/text outreach, and all applicable advertising and consumer-protection laws.

7.2 Approved Materials Only. You agree that you will use only Company-provided Approved Materials and your referral link when promoting Company’s products or services to the general public. You agree that you shall not create your own advertisements, claims, or marketing assets for public use.

7.3 You will make no deceptive, unsubstantiated, or health-related claims. In particular, you agree that you will not make claims, including but not limited to testimonials, about Company’s products or services that are not consistent with the claims contained in Approved Materials or in official Company literature or posted on Company’s official website.

7.4 Product & Health Claims. Company products are wellness/educational digital tools, not medical devices or treatments. You agree that you will make no disease, health, cure, or therapeutic claim, and will not present products as a substitute for professional care; members are directed to consult a physician for medical matters.

7.5 You agree that you will make no deceptive or misleading statements, express or implied, including through product/website names or metatags.

7.6 The Company may require you to remove or correct any non-compliant content and may suspend the Program license or immediately terminate the Agreement for violations.

7.7 Endorsements, Testimonials & Material-Connection Disclosure

7.7.1 If you endorse the Company or its products, you must clearly and conspicuously disclose your material connection with the Company (e.g., “#ad” or “affiliate”) per the FTC Endorsement Guidelines (16 CFR Part 255).

7.7.2 Testimonials must be honest, reflect your genuine experience, and be substantiated; fabricated, undisclosed-incentivized, or fake testimonials or reviews are strictly prohibited.

7.7.3 You agree that you will not suppress honest, negative reviews by others.

7.8 Social Media ↑

In addition to meeting all other requirements specified in the Agreement, should you utilize any form of social media in connection with your participation in the Program, including but not limited to Facebook, X, Instagram, LinkedIn, YouTube, TikTok, or Pinterest, you agree to each of the following brand-protection and legal-compliance standards: ↑

7.8.1 You must comply with the platform’s terms of use. ↑

7.8.2 Promotional posts must use Approved Materials and carry the disclosures referenced in §7.7.1. ↑

7.8.3 No spam, bots, misleading engagement, or purchased followers are permitted. ↑

7.8.4 You must obtain all licenses (including but not limited to copyright licenses) for any third-party content that you post or republish. ↑

7.8.5 You agree that you shall respect the privacy of other social media users. You agree that you will not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming, or bullying others. ↑

7.8.6 You agree to cooperate with the Company in investigating and remedying any alleged violation of this Social Media policy, including by promptly providing copies of posts, messages, comments, images, videos, and related analytics or other information reasonably requested by the Company, and by promptly removing, disabling, or correcting any noncompliant content upon the Company's request. ↑

7.9 Email, Telemarketing, Text & Anti-Spam ↑

7.9.1 Email marketing must comply with the CAN-SPAM Act (15 U.S.C. §7701) — accurate headers/subject lines, ad identification, physical address, working opt-out. ↑

7.9.2 SMS/auto-dialed outreach must comply with the TCPA (47 U.S.C. §227), including prior express consent. ↑

7.9.3 Telemarketing to promote Company’s products and services must comply with the TCPA (47 U.S.C. §227), including Do Not Call (DNC) compliance. ↑

7.9.4 Unsolicited bulk messaging is prohibited. ↑

8. Confidentiality; Trade Secrets ↑

8.1 "Confidential Information" means non-public business, technical, financial, product, roadmap, and operational information of the Company, and — critically — the identity, data, and communications of other members or prospective members disclosed by Company to you or learned by you through your participation in the Program.

8.2 You will hold Confidential Information in confidence, use it only for the Program, and not disclose it,

during or after the term of this Agreement.

8.3 This Section protects the Company's trade secrets under the Defend Trade Secrets Act, 18 U.S.C. § 1836. Notice under 18 U.S.C. § 1833(b): an individual is not criminally or civilly liable under trade-secret law for disclosing a trade secret (i) in confidence to a government official or attorney solely to report or investigate a suspected violation of law, or (ii) in a sealed court filing.

8.4 Nothing in this Agreement prohibits you from truthfully discussing your own honest experience, filing a report, or communicating with any government agency; consistent with the Consumer Review Fairness Act, 15 U.S.C. § 45b, this Agreement does not restrict lawful, honest reviews. Confidentiality obligations protect the Company's business information and other members' privacy — not honest personal speech.

8.5 This Section survives termination of the Agreement.

9. Intellectual Property; Feedback ↑

9.1 The Company owns all rights in its products, Marks, Approved Materials, software, and platform; no rights are granted except the limited license in §6.

9.2 All content and platform Intellectual Property belong to the Company. The license granted herein conveys no ownership interest of any nature to you.

9.3 You grant the Company a perpetual, worldwide, royalty-free license to use any feedback you provide.

10. Anonymity; Conduct ↑

10.1 You acknowledge the UpWeForge universe is anonymous by design; you will not attempt to de-anonymize, disclose, or misuse any other member's or prospective member’s identity or data.

10.2 Anonymity Rules. The following anonymity rules govern your participation: (a) you will participate, and will cause any personnel or agents acting on your behalf to participate, solely under your assigned anonymous handle in all member- and prospective-member-facing activity; (b) you will not use, disclose, or attempt to ascertain any member's or prospective member's legal name, contact information, financial information, or other identifying information, whether disclosed to you inadvertently or otherwise; (c) you will not cross-reference or attempt to link any member's or prospective member's platform activity or handle to their real-world identity; (d) you will not photograph, record, screenshot, or otherwise capture or share any content that could reveal a member's or prospective member's identity; and (e) you will immediately report to the Company any inadvertent disclosure of identifying information that comes to your attention. Breach of this Section 10.2 is subject to the graduated enforcement set out in Section 18.2.

10.3 You consent at enrollment to the anonymity rules as set forth herein and to graduated-ban enforcement for breach as set out in §18.2 and the Company's privacy-mask doctrine.

10.4 You will conduct yourself lawfully and in good faith and comply with the terms of this Agreement.

11. Compensation; Compensation Integrity ↑

11.1 Your compensation is governed solely by the Compensation Plan, incorporated by reference.

11.2 Commissions accrue and become Earned only as defined in the Compensation Plan, and — while the Program is in accrue-then-activate status — no payout issues until the Company provides written activation.

11.3 The Company makes no guarantee of income (see the Income Disclosure Statement).

11.4 No manipulation of the Program, self-referrals, fraudulent subscriptions, chargeback abuse, or circumvention; commissions accrue-then-activate and are subject to recovery per the Compensation Plan.

11.5 You agree to preserve and promptly provide the Company with records reasonably requested to investigate suspected violations involving promotional activity or Referral Commissions.

11.6 Refunds and Chargebacks — Your Share Is Your Responsibility ↑

11.6.1 The referral commission is money paid to you, subject to reversal. When a customer you referred receives a refund, return, or chargeback, the portion of that customer's payment already paid to you as a referral commission (your 50% Affiliate share) must be returned. Because that money was paid to you and is held by you, returning it is your responsibility as the Affiliate. NightEase Solutions LLC is responsible only for refunding the portion it actually received and retained (the Company's own share); it cannot be responsible for money it never received, and it does not front, advance, or cover your share.

11.6.2 How your share is recovered. NightEase Solutions LLC will recover your share of a refunded, returned, or charged-back transaction by any one or more of the following, at the Company's election: (a) reversing the split or transfer through the payment processor, so the commission is clawed back at its source; (b) offsetting the amount against your current or future commissions or accrued balance; or (c) requiring your direct repayment to the Company within thirty (30) days of notice. You authorize each of these methods at enrollment.

11.6.3 Your liability is independent of your willingness. Your obligation to return your share arises automatically upon the customer's refund or chargeback and does not depend on your consent, cooperation, or continued participation. If your accrued or future commissions are insufficient to cover the amount, the shortfall is a debt you owe NightEase Solutions LLC, recoverable as such, and the Company may withhold payouts and suspend Program activity until it is satisfied.

11.6.4 Refund window and non-refundable fees. Customer refunds are governed by the Company's Refund Policy, which (a) limits refunds to no more than the current one-month billing period (prior periods, already used, are non-refundable), and (b) excludes payment-processing fees, which are non-refundable and borne by the customer. Your share subject to reversal is limited accordingly — you are never charged back more than the referral commission actually paid on the refunded period.

11.7 Compensation Cap; Overflow Retained by the Company ↑

11.7.1 There is a cap on what you can earn. The total Referral Commission any person may earn is subject to a Compensation Cap equal to seven (7) times the U.S. Median Individual Income — the median annual income of individuals in the United States as most recently published by the U.S. Census Bureau (currently the 2024 figures), redetermined once per year, and not the median of Affiliates' earnings, as set out in the Compensation Plan. The Program is offered in the United States only; any future country would have its own separately fixed, published cap in that jurisdiction's own reviewed agreement.

11.7.2 The Cap is per person, across all your accounts. The Cap applies per person — aggregated across every account you hold — and is enforced at the identity-verified (KYC) payout stage, so it cannot be circumvented by holding multiple accounts.

11.7.3 Amounts above the Cap are retained by the Company. Any amount you would otherwise earn above the Cap is not paid to you as compensation; it is retained by NightEase Solutions LLC in its Treasury and applied at the Company's discretion to advance its mission. You acknowledge and agree, at enrollment, that commissions above the Cap are outside the scope of your compensation entitlement (see Compensation Plan).

11.7.4 The Cap is a ceiling, not a promise. The Compensation Cap is a maximum limitation only and is not a target, projection, or representation that you will earn any amount (see §11.3 and the Income Disclosure Statement).

11.8 Payment-Receiving Account; Third-Party Processor; Condition Precedent to Payout ↑

11.8.1 Connected receiving account required. As an express condition precedent to the disbursement of any Earned Referral Commission, you must establish and maintain in good standing a connected

payment-receiving account with the Company's third-party payment processor (Stripe, Inc., through Stripe Connect) and must satisfy that processor's identity-verification ("KYC"), anti-money-laundering ("AML"), sanctions-screening, and tax-documentation requirements, including delivery of a valid Form W-9 or Form W-8, as applicable. You must be resident in, and otherwise eligible under, a jurisdiction supported by the processor.

11.8.2 Direct relationship with the processor; Company not a party. Your receipt of funds is governed by a direct contractual relationship between you and the processor under the processor's Connected Account Agreement. The Company does not receive, hold, collect, or store your bank-account or financial-institution credentials, is not a party to that processor relationship, and bears no liability for the processor’s acts or omissions; the processor — not the Company — controls verification outcomes, holds, reserves, and the timing of disbursement. Your use of the processor is subject to the processor's own terms, which you are responsible for reviewing and accepting.

11.8.3 Separate and distinct from any member payment method. The commission-receiving account described in this §11.8 is separate and distinct from any payment instrument you may establish, in your separate capacity as a customer/member, to pay for your own subscription. Establishing a receiving account is voluntary and undertaken only if and when you elect to earn as an Affiliate; it is not a condition of enrollment, of holding a subscription, or of remaining a member.

11.8.4 Accrual distinguished from payout eligibility. Consistent with §11.2, commissions accrue and become Earned solely as defined in the Compensation Plan; however, no payout shall issue unless and until (a) your receiving account is fully verified and in good standing, and (b) the Company has provided written activation while the Program remains in accrue-then-activate status. Until each such condition is satisfied, accrued amounts confer no present right to payment.

12. Data Protection and Privacy ↑

12.1 You agree that if you collect, use, retain, disclose, or otherwise handle any member’s or prospective member’s data, you will do so only to the extent necessary for the Program and in accordance with the Company's Privacy Policy and applicable privacy laws (e.g., CCPA/CPRA; GDPR where applicable), and you will not collect, store, or misuse personal data outside the Program. ↑

12.2 You will promptly notify the Company of any actual or suspected unauthorized access to, use of, disclosure of, or loss of a member’s or prospective member’s personal data. ↑

12.3 You agree that you will preserve and promptly provide the Company with records reasonably requested to investigate suspected violations involving member data or prospective member data. ↑

13. Data Authorization ↑

13.1 You authorize the Company and its affiliates, service providers, and payment processor, as applicable, to collect, access, verify, use, retain, disclose, and otherwise process information relating to you, your Affiliate account, and your participation in the Program, including identity-verification and beneficial-owner information, tax documentation, payment-receiving-account status and verification results, contact information, referral-link and account activity, commission and payout records, performance data, communications, and records concerning suspected fraud, chargebacks, violations, or compliance matters (collectively, “Affiliate Data”). ↑

13.2 The Company may process Affiliate Data as reasonably necessary to administer and secure the Program; verify eligibility, identity, tax, payout, AML, and sanctions requirements; calculate, administer, recover, and report Referral Commissions; prevent, detect, investigate, and address fraud, abuse, security incidents, and violations of this Agreement or the Compensation Plan; comply with applicable law and lawful requests; protect the Company, its members, and the anonymity of the UpWeForge universe; and establish, exercise, or defend legal claims. ↑

13.3 The Company may disclose Affiliate Data to its affiliates, service providers, professional advisers, payment processor(s), regulators, tax authorities, law enforcement authorities, and other recipients where reasonably necessary for those purposes or permitted by applicable law. ↑

13.4 The Company will handle Affiliate Data in accordance with its Privacy Policy and applicable privacy laws. ↑

13.5 This authorization survives termination of the Agreement to the extent necessary for the foregoing purposes, including record retention, tax reporting, dispute resolution, enforcement, compliance, and legal and regulatory compliance. ↑

14. Representations & Warranties ↑

You represent and warrant that you are of legal age, have authority to enter this Agreement, will comply with all applicable laws, the Compensation Plan, and this Agreement, and that information you provide is accurate and current.

15. Indemnification ↑

You will indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, members, and agents from any claim, loss, liability, or expense (including reasonable attorneys' fees) arising from (a) your breach of this Agreement or the Compensation Plan; (b) your promotional statements or use of non-Approved Materials; (c) your violation of law; or (d) your tax status.

16. Disclaimer of Warranties ↑

The Program and Approved Materials are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

17. Limitation of Liability ↑

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits; and the Company's aggregate liability will not exceed the total commissions Earned by you in the six (6) months preceding the event giving rise to the claim.

18. Enforcement; Graduated Discipline ↑

18.1 Violations of the Agreement or Compensation Plan may result in warning, required correction, commission hold, suspension, or immediate termination, in the Company's discretion. ↑

18.2 Violation of the Anonymity Rules at §10.2 follows a graduated enforcement ladder based on the number of substantiated violations by that Affiliate: (1) first violation — written warning; (2) second violation — second written warning; (3) third violation — six (6)-month suspension of Affiliate status, during which no further Referral Commissions accrue; (4) fourth violation — one (1)-year suspension; (5) fifth violation — five (5)-year suspension; (6) sixth violation, or any single violation the Company determines in its reasonable discretion to be severe (including doxxing or intentional exposure of a member's or prospective member's identity) — permanent ban and frozen-participant status. Notwithstanding the foregoing, the Company retains its right under Section 19.2 to terminate immediately, without proceeding through this ladder, for severe or willful violations. A violation is "substantiated" when the Company, in its reasonable discretion following review of available information, determines a breach of Section 10.2 occurred. The Company will provide notice of each violation and resulting action to the Affiliate's contact information on file. ↑

18.3 Commission recovery for refunds, chargebacks, and fraudulent/non-bona-fide activity per the Compensation Plan and §11.6 of this Agreement. ↑

19. Term; Termination ↑

19.1 This Agreement is effective on acceptance and continues until terminated.

19.2 Either party may terminate at any time, with or without cause, on written (including electronic) notice; the Company may suspend or terminate immediately, without completing any graduated disciplinary steps or processes, for breach of this Agreement or the Compensation Plan, including doxxing, fraud, unlawful promotion, misuse of member or prospective member data, or for conduct threatening the community or its anonymity.

19.3 Survival. §§5 (Independent Contractor Status), 6 (Trademark and Approved Materials Grant of Limited License; Restrictions), 8 (Confidentiality; Trade Secrets), 9 (Intellectual Property; Feedback), 10 (Anonymity; Conduct), 11.6 (Refunds and Chargebacks), 11.7 (Compensation Cap; Overflow Retained by the Company), 12 (Data Protection and Privacy), 13 (Data Authorization), 15 (Indemnification), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 20 (Dispute Resolution - Arbitration; Governing Law), 21.1 (Entire Agreement), 21.3 (Assignment), 21.4 (Severability), 21.5 (Waiver), 21.7 (Notices), and any provision that by its nature should survive, survive termination. Earned commissions are paid per the Compensation Plan; unearned accruals are forfeited.

20. Dispute Resolution - Arbitration; Governing Law ↑

20.1 This Agreement is governed by the laws of the State of Wyoming, without regard to conflicts-of-law principles, except that, as applicable, the Federal Arbitration Act (“FAA”) shall govern arbitration hereunder without giving effect to any state law to the contrary.

20.2 The parties will first seek good-faith informal resolution.

20.3 Any unresolved dispute will be resolved by binding arbitration on an individual basis, with a class-action and representative-action waiver, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.

20.4 Class Action and Representative Proceeding Waiver. To the fullest extent permitted by applicable law, Affiliate and Company agree that each party may assert a claim or counterclaim in that party’s individual capacity only and not as a claimant, plaintiff, or class member in any purported class, collective, consolidated, mass, or representative proceeding, including with respect to any claims asserted by or against Company. Notwithstanding anything to the contrary in the AAA rules, the arbitrator shall have no authority to hear the parties’ disputes on a class, collective, consolidated, mass, or representative basis and, accordingly, the arbitrator may not consolidate more than one person’s disputes and may not otherwise preside over any proceeding on a non-individual basis except with the written consent of all parties to an arbitration proceeding. If this waiver is held unenforceable such that a non-individual proceeding is permitted, that proceeding shall be litigated (not arbitrated) exclusively in the state or federal courts located in Laramie County, Wyoming.

20.5 The decision of the arbitrator will be final and binding on Company and Affiliate and may, if necessary, be reduced to a judgment in a court of law and enforcement of an arbitration award may be brought exclusively in the state or federal courts located in Laramie County, Wyoming.

20.6 Any dispute relating to whether the dispute between Company and Affiliate is subject to arbitration shall be decided through arbitration.

20.7 Notwithstanding the foregoing, the Company may seek injunctive relief in the state or federal courts located in Laramie County, Wyoming to protect its Marks, IP, or Confidential Information.

20.8 Costs of Arbitration. The parties to an arbitration shall evenly split the filing, administration, and arbitrator fees associated with the arbitration proceedings commenced pursuant to this Agreement. Each party to the arbitration shall be responsible for their respective additional fees and costs incurred in the arbitration, including, without limitation, their attorney and expert witness fees and costs.

20.9 Small Claims. Notwithstanding the foregoing, claims that are within the jurisdictional limit of the small claims court in the jurisdiction in which Affiliate resides may be, but need not be, resolved through binding arbitration. Such claims may be initiated in the small claims court of the jurisdiction in which Affiliate resides. If an action is brought in small claims court instead of arbitration, the parties agree that the matter shall remain in small claims court and shall advance only on an individual (non-class, non-representative) basis.

21. General Provisions ↑

21.1 Entire Agreement. This Agreement and the Compensation Plan are the entire agreement and supersede all prior understandings.

21.2 Amendment. The Company may amend prospectively by providing electronic notice to your contact information on file and making the revised terms available to you. Each amendment hereunder will state its effective date, which shall be no earlier than the date of notice. Your continued participation on or after the effective date constitutes acceptance; amendments do not apply to commissions already Earned.

21.3 Assignment. You may not assign without the Company's written consent; the Company may assign to a successor or affiliate.

21.4 Severability. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible.

21.5 Waiver. Any waiver of any breach of the Agreement or Compensation Plan must be in writing and signed by an authorized agent of the party against which the waiver is asserted. Any waiver of a breach by a party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.

21.6 Force Majeure. Neither party is liable for delay/failure due to causes beyond its reasonable control.

21.7 Notices. Given electronically to the contact on file.

21.8 Compliance with Laws. Each party to this Agreement will comply with applicable laws, including anti-corruption and export/sanctions laws.

21.9 Headings are for convenience only.

22. Acknowledgment ↑

By accepting, you confirm you have read, understood, and agree to this Agreement and the Compensation Plan.

Clerical corrections, 27 September 2026: spelling and typographical errors corrected; the meaning is unchanged.