Term and Conditions

1. Definitions

In these Terms, the following words have the meanings given below.

Agreement

Direct Introducer

Net Collected Fees

Active Status

Partner / you

Partner Portal

Referral Protection Period

Customer Contract

Company / we / us

These Partner Terms and Conditions, together with the Partner Marketing and Disclosure Policy, as updated from time to time.

The Partner whose accepted referral resulted in a referred client entering into a Customer Contract.

A Partner who has: (a) at least one Customer Contract resulting from their own direct introduction in the preceding 12 months; or (b) at least two

recruited Partners who have each generated at least one Customer Contract.

The individual or entity that accepted these Terms during Partner Portal registration.

The Company's online partner management platform at partnerportal.io.

12 months from the date of the Company's written or portal confirmation of an accepted referral.

Edit on the Spot Holdings, Inc., a Delaware corporation.

A signed agreement between the Company and a referred client for services or platform access.

Cash amounts actually received by the Company from a referred client under a Customer Contract, net of refunds, credits, chargebacks,

discounts applied at or before payment, reversals, payment failures, and applicable taxes collected and remitted by the Company.

Upstream Partner

A Partner who introduced the Direct Introducer into the Programme (one level up only).

2. Programme participation

Participation is open to individuals and entities who register via the Partner Portal and accept these Terms. The Company reserves the
right to decline any application at its sole discretion.
This is a non-exclusive, independent contractor arrangement. The Partner is not an employee, agent, or legal partner of the Company.
The Partner is responsible for their own taxes and operating costs.
Either party may work with other referral or channel partners. No exclusivity is granted or implied.

Referral submission and acceptance

Referrals must be submitted via the Partner Portal, including the prospect's name and contact details, deal type, the Partner's
relationship to the prospect, and a roughdeal size and timeline. Where the portal is unavailable, referrals may be submitted
by email to partners@editonthespot.com.
The Company will confirm or decline a referral within 3 business days of submission. A referral is accepted if the prospect is not
already in the Company's active sales pipeline. Silence beyond 3 business days constitutes acceptance.
Where a prospect is already in the Company's pipeline, the Company will note the Partner's involvement and may, at its sole discretion,
pay a commission where the Partner's introduction materially contributed to closing the deal.
Where two Partners refer the same prospect, the first accepted referral by Partner Portal timestamp wins. The Company pays one
commission chain per deal.
The Partner's role is the introduction. The Company retains sole authority over pricing, negotiation, and contract execution. The Partner
has no authority to bind theCompany or make pricing representations.

4. Referral Protection Period

Once the Company confirms an accepted referral, that referral is protected for 12 months from the date of confirmation
(the Referral Protection Period).
If the referred client enters into a Customer Contract during the Referral Protection Period, the applicable Partner or Partners are entitled
to commission in accordance with Section 5.
Expiration or termination of this Agreement does not shorten, cancel, or reduce the Referral Protection Period for any referral accepted
before the effective date of expiration or termination. Commissions remain payable for any accepted referral that converts during its
Referral Protection Period.
No commission is due for any referral or Customer Contract associated with: (a) fraud or intentional misrepresentation by the Partner;
(b) the Partner's violation of applicable law; (c) conduct by the Partner that causes or is reasonably likely to cause material reputational or regulatory
harm to the Company; or (d) abusive or deceptive lead generation practices.
No new referrals may be submitted after the effective date of termination unless the Company agrees otherwise in writing.

5. Commission

Commission is calculated on Net Collected Fees only. It is not calculated on invoiced, accrued, or contracted amounts.

Commission rates

Scenario

Direct Introducer earns

Upstream Partner earns

Partner introduces client directly (no chain)

15% of Net Collected Fees

Upstream Partner earns

Partner A introduces Partner B; B introduces client

B earns 10%

A earns 5%

A introduces B; B introduces C; C introduces client

C earns 10%

B earns 5% | A earns $0

It does not matter who closes the deal. The commission is tied to the introduction chain. Where there is no Upstream Partner,
the Direct Introducer earns the full 15%.
Level 3 and above: Partners three or more levels from the Direct Introducer receive no ongoing deal commission. Their compensation
is limited to the one-time Recruiting Bonus under Section 5.8.
Commission applies to the initial Customer Contract term and to each subsequent renewal and expansion of that same Customer Contract,
for as long as the client continues to pay the Company under that contract. No new referral submission is required for renewals or expansions.
Upstream Partner commission requires Active Status. If an Upstream Partner loses Active Status, the 5% Upstream commission is
suspended until Active Status is restored.
Recruiter relationship locks at registration. When a Partner registers, they declare their Upstream Partner (if any). This relationship is
permanent and cannot be reassigned once Customer Contracts begin flowing.
No circular chains. A Partner may not list themselves or a Partner they recruited as their own Upstream Partner. The Company may
disqualify commissions where circular arrangements are identified.
Recruiting Bonus. Where a Partner recruits another Partner into the Programme and that recruited Partner's first Client Introduction results in a
Customer Contract, the recruiting Partner earns a one-time USD $100 bonus. The bonus is paid within 30 days of the recruited Partner's first Net
Collected Fees payment being received by theCompany. The Recruiting Bonus is subject to the same 90-day clawback as standard commissions.
Tradeshow coupons are redemption-based and do not chain. Multi-level commission rules apply to cash commission deals only.

6. Payment

Commission is paid within 30 days of each Net Collected Fees payment received from a referred client. Payments across multiple active deals
are aggregated and disbursed when the Partner's running balance reaches USD $100.
For instalment contracts, commission is paid proportionally alongside each instalment collected.

Payment prerequisites

As a condition to receiving any commission payment, the Partner must: (a) provide accurate and current payment instructions; (b) complete
and maintain any tax forms reasonably requested by the Company, including a Form W-9 for U.S. persons or a Form W-8BEN, W-8BEN-E, or other
applicable form for non-U.S. persons; (c) provide any reasonably requested information needed to verify identity, prevent fraud, comply with
applicable law, or administer payments; and (d) keep all such information current. The Company may delay commission payments until
these requirements are satisfied. Such delay does not constitute a breach of this Agreement.

Commission disputes

If the Partner believes a commission statement is incorrect, they must raise a dispute in the Partner Portal within 30 days of the statement date.
Disputes raised after that deadline are waived unless the error was caused by the Company's fraud or manifest error.

7. Clawback and refunds

If a referred client receives a full or partial refund, chargeback, or credit within 90 days of a payment, the corresponding commission will
be deducted from the Partner's next payout, or invoiced to the Partner if no balance is owed at that time.
Strategic partnerships. For distribution, reseller, or integration deals, the Partner must agree a Deal Memo with the Company
specifying the prospect, scope, and commission basis before investing effort. No signed Deal Memo means no commission on that deal type. The
Company will respond to Deal Memo requests within 5 business days..

8. Compliance and conduct

The Partner agrees to: (a) represent the Company accurately using only approved materials; (b) comply with all applicable laws, including data
protection, anti-spam, and consumer protection law; (c) make all required disclosures under the FTC Endorsement Guides and applicable
equivalent rules; (d) avoid spam, unsolicited bulk messaging, or deceptive marketing; and (e) not make pricing commitments or service-level
representations not authorised in writing by the Company.
The following constitute grounds for immediate termination under Section 11.2: (a) fraudulent, fabricated, or inflated referrals; (b) misrepresentation
of the Company's product, pricing, or capabilities; (c) unauthorised pricing commitments or discounts; (d) misuse of Company confidential
information or client data; (e) lead generation through spam or deceptive promotions; (f) breach of disclosure obligations creating regulatory
or reputational risk; or (g) circular referral chains or self-referral arrangements.
The Partner must comply with the Partner Marketing and Disclosure Policy, which forms part of this Agreement and is incorporated by reference.
The Company reserves the right to audit referral submissions, commission claims, and Partner marketing materials on reasonable notice.

9. Confidentiality

Each party shall keep confidential all non-public information received from the other, including pricing, client data, product roadmap,
commission structures, and partner
terms, and shall use such information solely for the purposes of this Agreement. This obligation continues for 3 years after the Agreement ends.
The Partner shall not use the Company's confidential information to solicit the Company's customers for competing products or services.

10. Intellectual property

All Company intellectual property, including the Eventcut platform, brand, and materials, remains the exclusive property of the Company.
Nothing in this Agreement transfers ownership to the Partner.
The Company grants the Partner a limited, non-exclusive, revocable licence to use pre-approved materials solely for referral purposes
under this Agreement. This licence terminates when the Agreement ends.
The Partner must not alter the Company's logo, change brand colours, create derivative marks, or run paid advertising using Company
trademarks without prior written consent.

11. Term and termination

This Agreement runs for 12 months from the date of electronic acceptance and automatically renews for successive 12-month terms
unless either party gives 30 days' written notice before the renewal date.
The Company may terminate this Agreement with immediate effect (without notice and without liability for post-termination commission
periods) if the Partner engages in any conduct listed in Section 8.2.
Either party may terminate on 30 days' written notice for convenience.
On termination: (a) earned commissions on Customer Contracts already signed remain payable; (b) accepted referrals retain their
Referral Protection Period as set out in Section 4.3, subject to Section 4.4; and (c) no new referrals may be submitted.
Non-solicitation. For 6 months after this Agreement ends, the Partner shall not use information received from the Company to solicit Company
employees or clients. General job postings and independently-initiated relationships are not restricted.

12. Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary,
or punitive damages arising out of or relating to this Agreement.
The Company's total aggregate liability arising out of or relating to this Agreement will not exceed the total commissions paid or payable to the
Partner under this Agreement during the 12 months immediately preceding the event giving rise to the claim.

13. Governing law and disputes

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.
If a dispute arises, senior representatives of each party will attempt to resolve it in good faith within 20 business days of written notice. If unresolved,
disputes will be resolved by binding arbitration under AAA Commercial Arbitration Rules in Wilmington, Delaware. Either party may seek emergency
equitable relief in any court of competent jurisdiction.

14. General

Entire agreement. This Agreement, together with any signed Deal Memos, constitutes the entire agreement between the parties regarding
the subject matter. It supersedes all prior representations and understandings. Any amendment must be agreed in writing.
Severability. If any provision is unenforceable, the remaining provisions continue in full force.
Waiver. Failure to enforce any provision does not constitute a waiver of future enforcement of that provision.
Assignment. The Partner may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent.
The Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all its assets.
Notices. Notices from the Partner to the Company must be sent to partners@editonthespot.com. Notices from the Company to the Partner
will be sent to the email address on file in the Partner Portal.
Updates. The Company may update these Terms from time to time. Updated versions will be posted to the Partner Portal with at least
30 days' notice. Continued participation after the notice period constitutes acceptance. For material changes, the Company will request
re-acceptance at next login.

ACCEPTED ELECTRONICALLY AT REGISTRATION