📄 ASSOCIATE PROGRAM TERMS OF SERVICE

JUS Official Services
Nikolas Hake d/b/a JUS Official Services
Effective Date: May 6th, 2026

SECTION 1 — INTRODUCTION & ACCEPTANCE

These Associate Program Terms of Service (“Agreement”) constitute a legally binding agreement between you (“Associate,” “you,” or “your”) and Nikolas Hake, doing business as JUS Official Services, a Texas sole proprietorship (“Company,” “we,” “us,” or “our”). This Agreement governs your participation in the Company’s Associate Program (“Program”), which is designed to facilitate the identification, referral, and coordination of potential clients, partners, sales opportunities, and acquisition prospects through independent, performance-based contributions.

By applying to, enrolling in, or otherwise participating in the Program in any capacity, you acknowledge and agree that you have read, understood, and accepted all terms, conditions, and obligations set forth herein. Your participation constitutes your express consent to be bound by this Agreement, including any future modifications made in accordance with its terms. If you do not agree to these terms in their entirety, you are expressly prohibited from participating in the Program and must immediately cease any related activities.

The Company reserves the right to update, modify, or revise this Agreement at any time, with or without prior notice, to reflect operational, legal, or strategic changes. Continued participation in the Program following any such modification shall constitute your acceptance of the updated terms. It is your responsibility to periodically review this Agreement to remain informed of your rights and obligations.

SECTION 2 — ELIGIBILITY

2.1 Age Requirements

Participation in the Program is strictly limited to individuals who meet the minimum eligibility criteria established by the Company. Individuals who are eighteen (18) years of age or older may participate independently, provided they are legally capable of entering into binding agreements under applicable law. Individuals between the ages of fourteen (14) and seventeen (17) may participate only under the explicit supervision and authorization of a parent or legal guardian (“Guardian”), who must execute this Agreement on the minor’s behalf.

In the case of minor participation, the Guardian assumes full legal responsibility and liability for all actions, representations, and obligations of the minor. The Guardian acknowledges that the minor’s participation constitutes a subcontracted relationship under their supervision, and agrees to indemnify and hold the Company harmless from any claims, disputes, or liabilities arising from the minor’s involvement. The Company reserves the right to request documentation verifying age and/or guardian consent at any time and may suspend or terminate participation pending such verification.

Failure to accurately disclose age or guardian status, or failure to provide requested documentation, may result in immediate termination from the Program and forfeiture of any pending commissions. The Company shall have no obligation to reinstate participation once eligibility requirements are violated.

2.2 Geographic Restrictions

The Program is intended to operate within the bounds of applicable United States laws and regulations, including but not limited to sanctions, export controls, and federal compliance requirements. Accordingly, participation is restricted in certain jurisdictions where such participation may expose the Company to legal, financial, or regulatory risk. Individuals located in countries subject to United States sanctions, embargoes, or other trade restrictions are strictly prohibited from participating in the Program.

Additionally, participation may be restricted in jurisdictions that could reasonably compromise the Company’s ability to maintain compliance with federal programs, including but not limited to SAM.gov registration and eligibility for federal contracting opportunities. The Company retains sole and absolute discretion in determining whether a particular geographic location presents such a risk, and may approve, deny, or revoke participation accordingly.

Associates are responsible for ensuring that their participation complies with all applicable local, national, and international laws. The Company shall not be held liable for any violations arising from an Associate’s failure to comply with such laws. Participation from a restricted jurisdiction, whether intentional or unintentional, may result in immediate termination and forfeiture of any unpaid commissions.

2.3 Right to Approve or Reject Participation

Enrollment in the Program is subject to approval by the Company, and submission of an application does not guarantee acceptance. The Company reserves the right, at its sole and absolute discretion, to approve, deny, or conditionally accept any applicant based on factors including, but not limited to, perceived risk, alignment with business objectives, prior conduct, geographic considerations, and potential regulatory implications.

The Company further reserves the right to suspend, restrict, or terminate an Associate’s participation at any time, with or without cause, including but not limited to situations involving misconduct, reputational risk, non-compliance with this Agreement, or changes in business strategy. Such actions may be taken without prior notice where deemed necessary to protect the Company’s interests.

No explanation or justification is required for any decision regarding approval, denial, or termination. Associates acknowledge that participation in the Program is a privilege, not a right, and that the Company’s decisions in this regard are final and binding.

SECTION 3 — NATURE OF RELATIONSHIP

3.1 Independent Contractor Status

Associates participating in the Program do so strictly as independent contractors and not as employees, agents, or representatives of the Company. Nothing in this Agreement shall be construed to create any form of employment relationship, partnership, joint venture, or agency. Associates are solely responsible for determining the manner, method, and means by which they conduct their activities, subject to the limitations outlined in this Agreement.

Associates acknowledge that they are not entitled to any benefits typically associated with employment, including but not limited to wages, overtime, health insurance, retirement plans, or workers’ compensation. The Company shall not withhold taxes or make contributions on behalf of Associates, and all tax obligations arising from participation in the Program are the sole responsibility of the Associate.

The Company does not control, direct, or supervise the day-to-day activities of Associates. While the Company may provide optional resources, guidance, or suggested strategies, such materials are provided for informational purposes only and do not constitute mandatory procedures or requirements.

3.2 No Authority to Bind the Company

Associates are expressly prohibited from representing themselves as employees, agents, or authorized representatives of the Company. Under no circumstances shall an Associate have the authority to enter into agreements, negotiate terms, make commitments, or otherwise bind the Company in any legal, financial, or contractual capacity.

Associates shall not discuss pricing, contractual terms, service details, or deal structures with any prospective client, partner, or third party. Their role is strictly limited to identifying potential opportunities and facilitating introductions. All substantive discussions, negotiations, and agreements shall be conducted exclusively by the Company or its authorized representatives.

Any unauthorized representation, negotiation, or commitment made by an Associate shall be deemed null and void, and the Associate shall bear full responsibility for any resulting damages, claims, or liabilities. The Company reserves the right to terminate participation immediately in such cases.

3.3 Required Disclosure of Status

In all communications related to the Program, Associates are required to clearly and accurately disclose their status using language substantially similar to the following:

“I am an associate of JUS Official Services and am not an employee, representative, or authorized agent of the company.”

This disclosure must be made in a manner that is clear, conspicuous, and not misleading. Associates shall not imply any level of authority, control, or affiliation beyond what is explicitly permitted under this Agreement.

Failure to provide proper disclosure, or any attempt to misrepresent one’s role, may result in immediate termination from the Program and forfeiture of commissions. The Company reserves the right to determine whether a disclosure is sufficient on a case-by-case basis.

3.4 Non-Exclusivity

Participation in the Program is non-exclusive, and Associates are free to engage in other business activities, including working with other companies, programs, or opportunities. The Company does not impose any restrictions on outside work, provided that such activities do not conflict with the terms of this Agreement or involve misuse of confidential information.

Associates are responsible for managing their own time, resources, and commitments, and the Company makes no guarantees regarding income, opportunities, or results. Participation in the Program does not create any obligation for the Company to provide work, leads, or compensation beyond what is explicitly outlined in this Agreement.

SECTION 4 — PROGRAM STRUCTURE & PERMITTED ACTIVITIES

4.1 Scope of Participation

The Associate Program is designed as a performance-based opportunity through which Associates may contribute to the Company’s business development efforts by identifying, initiating, and referring potential opportunities. These opportunities may include, but are not limited to, prospective clients (including talent and creators), business sponsors or partners, affiliate sales opportunities, and acquisition prospects. Participation is entirely voluntary and results-based, and Associates are compensated solely in accordance with the terms outlined in this Agreement.

Associates are expected to operate independently in identifying potential opportunities through their own networks, outreach efforts, or marketing initiatives. The Company does not guarantee access to leads, prospects, or resources, and Associates are responsible for generating their own opportunities. While the Company may provide general guidance, resources, or recommendations, such materials are optional and do not constitute required procedures or directions.

All activities conducted by Associates must align with the lawful and ethical standards established by the Company. The Company reserves the right to determine, at its sole discretion, whether an Associate’s activities are consistent with the intended purpose of the Program and may restrict or prohibit certain methods if deemed necessary to protect its interests.

4.2 Limitation of Role and Authority

Associates acknowledge and agree that their role within the Program is strictly limited to identifying and referring potential opportunities to the Company. Associates shall not engage in any activity that could reasonably be interpreted as acting on behalf of the Company in a representative, advisory, or decision-making capacity. This includes, but is not limited to, negotiating terms, discussing pricing structures, providing service details, or attempting to influence contractual agreements.

Associates are expressly prohibited from presenting themselves as intermediaries with authority to finalize or structure deals. All communications with prospective clients or partners must be limited to determining general interest and directing such parties to contact the Company through official channels. Once a referral expresses interest, the Associate’s role transitions to a passive position, and all further engagement must be handled by the Company.

Any actions taken by an Associate beyond the scope of these limitations may be deemed unauthorized and may result in immediate termination of participation, forfeiture of commissions, and potential liability for any resulting damages. The Company reserves the right to determine whether an Associate has exceeded their authorized role.

4.3 Acquisition-Specific Limitations

In relation to acquisition-related opportunities, Associates acknowledge that their role is particularly limited due to the regulatory and legal complexities associated with such transactions. Associates are not licensed brokers, financial advisors, or transaction intermediaries, and shall not perform any functions that would require such licensure under applicable law.

Associates may only identify potential acquisition opportunities and determine whether a prospective seller may have general interest in an earn-in buyout or similar structure. Under no circumstances may an Associate provide valuation guidance, financial analysis, deal structuring advice, or negotiation support. All such activities shall be conducted exclusively by the Company or by appropriately licensed professionals retained by the Company.

Associates further acknowledge that any deviation from these limitations may expose both the Associate and the Company to legal and regulatory risk. Accordingly, strict adherence to this section is required, and violations may result in immediate termination and potential legal action.

SECTION 5 — DEFINITIONS

5.1 Qualified Lead

For purposes of this Agreement, a “Qualified Lead” shall be defined as a referral that meets all criteria established by the Company for commission eligibility. The determination of whether a referral qualifies shall be made solely by the Company and may vary depending on the type of opportunity involved. Associates acknowledge that not all referrals will result in a Qualified Lead, and the Company is under no obligation to provide justification for its determinations.

A referral must not only be introduced by the Associate but must also successfully progress through the Company’s internal processes and meet all applicable requirements within the designated timeframe. Associates are responsible for ensuring that referrals are legitimate, responsive, and capable of engaging in good-faith discussions with the Company. Referrals that fail to meet these standards may be disqualified at the Company’s discretion.

The Company retains sole and absolute discretion in determining whether any referral constitutes a Qualified Lead. Such determinations are final and binding and are not subject to appeal or dispute, except as otherwise required by applicable law.

5.2 Qualified Lead Criteria by Category

(A) Talent / Client Leads

A referral shall be considered a Qualified Lead when the referred individual or entity completes the Company’s onboarding process and executes a formal agreement for services. Completion of onboarding alone is insufficient; the execution of a binding agreement is required. The Company may impose additional internal criteria, including suitability, alignment, and operational feasibility, in determining qualification.

(B) Sponsor / Partner Leads

A referral shall be considered a Qualified Lead when the referred business enters into a formal sponsorship or partnership agreement with the Company for a minimum term of three (3) months. Agreements of shorter duration or those that do not meet the Company’s internal standards may be excluded from qualification at the Company’s discretion.

(C) Affiliate Sales

A referral shall be considered qualified when a transaction is completed using a valid tracking mechanism, such as a discount code or referral link, and the associated product or service has been delivered. Additionally, a period of thirty (30) days must elapse without a refund, chargeback, or dispute before the sale is deemed eligible for commission.

(D) Acquisition Leads

A referral shall be considered qualified when an acquisition opportunity has progressed to the point of a mutually agreed-upon deal, meets the Company’s internal standards, and results in the Company assuming operational involvement. The Company may apply additional criteria related to valuation, structure, and strategic fit in determining qualification.

5.3 Net Income

For purposes of commission calculations, “Net Income” shall be determined solely by the Company based on its internal accounting practices and financial determinations. Net Income may include, but is not limited to, revenue remaining after deduction of taxes, operating expenses, contractor payments, administrative costs, and any other expenses deemed relevant by the Company.

Associates acknowledge that Net Income is not equivalent to gross revenue and that the Company’s calculation methods may vary depending on the nature of the transaction. The Company is not required to disclose detailed financial statements or accounting methodologies in support of its determinations.

All calculations of Net Income, and any resulting commission amounts, shall be final and binding. Associates waive any right to audit, challenge, or dispute such calculations, except as required by applicable law.

SECTION 6 — ATTRIBUTION & REFERRAL RULES

6.1 Attribution Window

To be eligible for commission, a referral must become a Qualified Lead within thirty (30) days of the initial contact between the referred party and the Company. The attribution window begins at the moment the referred party first communicates with the Company through any official channel, regardless of whether such communication is facilitated directly by the Associate.

Associates are responsible for ensuring that their referrals are aware of the need to engage promptly with the Company. Delays in communication, lack of responsiveness, or failure to progress through the Company’s processes within the specified timeframe may result in disqualification of the referral.

The Company reserves the right to determine the exact start and end points of the attribution window based on its internal records. Such determinations shall be final and binding.

6.2 First Verified Referral Rule

Attribution of a referral shall be based on the first verified introduction recorded by the Company within the applicable attribution window. Verification may include, but is not limited to, tracking links, discount codes, communication records, or other forms of documentation deemed acceptable by the Company.

In cases where multiple Associates claim credit for the same referral, the Company shall determine attribution based on its records and evaluation of the circumstances. Associates acknowledge that such determinations are made at the Company’s sole discretion and may not be subject to dispute.

The Company is not obligated to notify Associates of competing claims or to provide detailed explanations for its decisions. All attribution decisions shall be considered final and binding.

6.3 Self-Generated Business Exclusion

Associates are not eligible to receive commissions on any transactions that involve their own accounts, entities they control, or any business in which they have a direct or indirect financial interest. This includes, but is not limited to, self-referrals, referrals involving family members or affiliated entities, and any arrangement designed to artificially generate commissions.

The Company reserves the right to investigate any transaction suspected of being self-generated or otherwise in violation of this provision. If such activity is identified, the Company may disqualify the transaction, withhold commissions, and take further action as deemed appropriate.

Associates acknowledge that this provision is intended to maintain the integrity of the Program and agree to comply fully with its requirements.

SECTION 7 — COMMISSIONS & COMPENSATION STRUCTURE

7.1 Nature of Compensation

Compensation under the Program is strictly performance-based and contingent upon the successful generation of Qualified Leads and resulting transactions that meet the criteria outlined in this Agreement. Associates acknowledge that there is no guaranteed income, minimum earnings, or expectation of compensation beyond what is explicitly earned through qualifying activities. All commissions are discretionary, conditional, and subject to the Company’s determination of eligibility.

The Company reserves the right to define, modify, or discontinue any compensation structure, commission rate, or payment model at any time in accordance with the modification provisions of this Agreement. Associates acknowledge that commission structures may vary depending on the type of opportunity, the nature of the transaction, and the strategic considerations of the Company.

Participation in the Program does not create any entitlement to compensation unless and until all conditions for commission eligibility have been satisfied. The Company shall have no obligation to compensate Associates for referrals that do not result in Qualified Leads or completed transactions.

7.2 Commission Categories

Commissions may be earned across multiple categories of activity, each with its own structure and conditions. These categories include, but are not limited to, client onboarding (talent/creators), sponsor or partner acquisition, affiliate product sales, and acquisition-related opportunities. Each category may involve different commission percentages, timelines, and eligibility requirements.

For client onboarding, Associates may receive a percentage of administrative or onboarding fees, as well as a limited-duration share of future income generated by the referred client, subject to the terms established by the Company. For sponsor or partner referrals, commissions may be based on revenue generated through sponsorship agreements or partnership arrangements, including both direct payments and performance-based income.

Affiliate sales commissions are based on the successful sale and delivery of products or services, with rates varying by product category. Acquisition-related commissions may involve both ongoing revenue participation and one-time compensation tied to buyout events, subject to the Company’s internal policies and the specific terms of each transaction. All commission structures are subject to change at the Company’s discretion.

7.3 Commission Trigger and Eligibility

Commissions are not earned at the time of referral but are only triggered upon the fulfillment of specific conditions. At a minimum, the Company must have received full payment for the underlying transaction, and any applicable refund or dispute period must have expired. For transactions subject to refunds, chargebacks, or cancellation rights, a waiting period of thirty (30) days shall apply before commissions become eligible for payment.

Associates acknowledge that referrals may not result in immediate or guaranteed transactions and that delays, cancellations, or non-payment by referred parties may prevent commission eligibility. The Company shall not be responsible for compensating Associates in such cases, regardless of the effort expended in generating the referral.

All determinations regarding commission eligibility, including whether conditions have been satisfied, shall be made by the Company in its sole discretion. Such determinations are final and binding and shall not be subject to dispute except as required by applicable law.

7.4 Refunds, Chargebacks, and Reversals

In the event that a transaction is refunded, charged back, canceled, or otherwise reversed, any associated commission shall be deemed void and shall not be payable. If a commission has already been paid for a transaction that is subsequently reversed, the Company reserves the right to offset the amount against future commissions or to require repayment by the Associate.

Associates acknowledge that refund and chargeback risks are inherent in certain types of transactions and agree that commissions are contingent upon the finality and stability of the underlying revenue. The Company shall have sole discretion in determining whether a refund or reversal is valid and whether a commission should be voided or adjusted.

The Company is not obligated to provide detailed explanations or documentation regarding refunds or reversals, and Associates waive any right to challenge such determinations except as required by applicable law.

7.5 Payment Schedule and Processing

Commission payments shall be processed on a monthly basis, with payments issued on the first (1st) day of each calendar month. Each payment cycle shall cover qualifying activity occurring during the period from the twenty-sixth (26th) day of the prior month through the twenty-fifth (25th) day of the current month. Only commissions that have met all eligibility requirements within the applicable period shall be included in the payment.

Associates acknowledge that payment processing may be subject to administrative delays, banking procedures, or verification requirements, and the Company shall not be liable for minor delays in payment. The Company reserves the right to withhold payment pending verification of eligibility, resolution of disputes, or compliance with this Agreement.

All payment determinations, including the timing and amount of payments, shall be made by the Company and shall be considered final and binding.

7.6 Minimum Payout Threshold

Associates must accumulate a minimum balance of one hundred dollars ($100 USD) in eligible commissions before payment will be issued. Commission balances below this threshold shall be carried forward to subsequent payment periods until the minimum is met. The Company shall not be obligated to issue partial payments below this threshold.

The minimum payout requirement is intended to ensure efficient processing of payments and to reduce administrative burden. The Company reserves the right to modify the minimum payout threshold at any time, with or without notice, in accordance with the modification provisions of this Agreement.

Associates who terminate participation in the Program may forfeit any unpaid balances that do not meet the minimum threshold, unless otherwise determined by the Company.

7.7 Payment Methods

Payments shall be made through the Company’s designated financial systems, including but not limited to Found banking services or direct deposit to an account provided by the Associate. Associates are responsible for providing accurate and complete payment information and for maintaining the security of their financial accounts.

The Company shall not be liable for payment delays or failures resulting from incorrect or outdated payment information provided by the Associate. Any fees, taxes, or charges associated with receiving payments shall be the sole responsibility of the Associate.

The Company reserves the right to change payment methods or require the use of specific platforms for payment processing. Associates may be required to complete additional verification steps to receive payments.

SECTION 8 — CONDUCT, COMPLIANCE, AND OBLIGATIONS

8.1 Standard of Conduct

Associates are required to conduct all activities related to the Program in a lawful, ethical, and professional manner. This includes compliance with all applicable laws, regulations, and industry standards, as well as adherence to the policies and expectations established by the Company. Associates shall not engage in any activity that could reasonably be expected to harm the reputation, operations, or legal standing of the Company.

Prohibited activities include, but are not limited to, spam communications, deceptive marketing practices, false representations, harassment, and any form of unethical or illegal conduct. Associates must ensure that all communications with prospective clients or partners are accurate, transparent, and respectful.

The Company reserves the right to determine whether an Associate’s conduct meets the required standards and may take corrective action, including suspension or termination, in response to violations.

8.2 Compliance with Laws and Regulations

Associates are solely responsible for ensuring that their participation in the Program complies with all applicable laws and regulations, including but not limited to those related to advertising, data privacy, consumer protection, and financial transactions. The Company does not provide legal advice and shall not be responsible for ensuring an Associate’s compliance.

Associates must not engage in any activity that could expose the Company to regulatory risk, including activities that could be construed as unauthorized brokerage, financial advisory services, or misrepresentation of authority. Any such activity may result in immediate termination and potential legal action.

The Company reserves the right to require Associates to cease any activity that it believes may pose a legal or regulatory risk, even if such activity is not explicitly prohibited by this Agreement.

8.3 Use of Company Name and Branding

Associates are not permitted to use the Company’s name, trademarks, logos, or branding in any manner that implies employment, representation, or endorsement beyond what is explicitly authorized. Any use of Company branding must be accurate, non-misleading, and consistent with the disclosure requirements set forth in this Agreement.

Associates must not create websites, social media profiles, or marketing materials that suggest they are official representatives of the Company. Any unauthorized use of branding may result in immediate termination and potential legal action.

The Company reserves the right to approve, reject, or require modification of any materials that reference its name or brand.

SECTION 9 — TERMINATION & PROGRAM MODIFICATION

9.1 Right to Modify or Terminate Program

The Company reserves the right to modify, update, suspend, or terminate the Program, in whole or in part, at any time, with or without notice. This includes the right to change commission structures, eligibility criteria, payment terms, and any other aspect of the Program.

Associates acknowledge that the Program is subject to change and that continued participation constitutes acceptance of any modifications. The Company shall not be liable for any losses or damages resulting from such changes.

9.2 Termination of Participation

The Company may terminate an Associate’s participation at any time, with or without cause. Associates may also terminate their participation at any time by ceasing activity and providing notice to the Company.

In cases where termination is not due to misconduct, the Company may, at its discretion, continue to pay commissions on qualifying referrals for a limited period of up to three (3) months following termination.

9.3 Termination for Misconduct

In the event of termination due to a material violation of this Agreement or misconduct, the Company reserves the right to withhold or forfeit any pending commissions at its sole discretion. Such decisions shall be final and binding.

Misconduct includes, but is not limited to, violations of conduct standards, unauthorized representation, fraudulent activity, and breaches of confidentiality.

SECTION 10 — NON-CIRCUMVENTION & PROTECTION OF BUSINESS INTERESTS

10.1 Non-Circumvention Obligation

Associates acknowledge that the Company invests substantial time, resources, and strategic effort in developing relationships with clients, partners, and business opportunities. Accordingly, Associates agree not to circumvent, bypass, or attempt to establish a direct or indirect relationship with any client, partner, or opportunity introduced through the Company for the purpose of avoiding commissions, fees, or the Company’s involvement.

This obligation applies to any relationship, communication, or transaction that arises as a result of the Associate’s participation in the Program, regardless of whether such relationship is formalized during the Associate’s active participation period. Associates shall not exploit introductions, information, or connections gained through the Program for personal gain outside the framework of this Agreement.

The Company retains the right to determine whether circumvention has occurred based on available evidence, including communication records, transaction history, and other relevant factors. Such determinations shall be made in the Company’s sole discretion and shall be considered final and binding.

10.2 Duration and Scope of Restriction

The non-circumvention obligation shall remain in effect during the Associate’s participation in the Program and for a period of up to thirty-six (36) months thereafter, to the extent reasonably necessary to protect the Company’s business interests. This duration is intended to reflect the ongoing value of relationships and opportunities introduced through the Program.

The restriction shall apply specifically to clients, partners, and opportunities that were introduced, referred, or otherwise made known to the Associate through their participation in the Program. It shall not apply to relationships that the Associate can demonstrate were independently established prior to participation in the Program and unrelated to the Company’s activities.

In the event that a court or arbitrator determines that any portion of this restriction is unenforceable, the parties agree that such provision shall be modified to the minimum extent necessary to render it enforceable while preserving its original intent.

10.3 Remedies for Breach

Associates acknowledge that a breach of the non-circumvention provisions may result in significant and irreparable harm to the Company, for which monetary damages alone may be insufficient. Accordingly, the Company shall be entitled to seek injunctive relief, equitable remedies, and any other relief available under applicable law in the event of a breach or threatened breach.

In addition to equitable relief, the Company may seek recovery of damages, including but not limited to lost revenue, unpaid commissions, and any costs associated with enforcing this provision. The Associate agrees to indemnify and hold the Company harmless from any losses arising from such breach.

The remedies set forth in this section are cumulative and not exclusive, and the Company may pursue any and all remedies available under law or equity.

SECTION 11 — CONFIDENTIALITY & NON-DISCLOSURE

11.1 Confidential Information

Associates acknowledge that, in the course of participating in the Program, they may have access to confidential, proprietary, or non-public information relating to the Company, its clients, partners, operations, strategies, and financial matters (“Confidential Information”). Such information is the exclusive property of the Company and is provided solely for the purpose of facilitating participation in the Program.

Confidential Information includes, but is not limited to, client identities, deal structures, pricing information, internal processes, marketing strategies, and any other information that is not publicly available. Associates agree to treat all such information with the highest degree of care and to use it only for purposes directly related to their participation in the Program.

Associates shall not disclose, share, reproduce, or use Confidential Information for any purpose outside the scope of this Agreement without the prior written consent of the Company.

11.2 Non-Disclosure Obligations

Associates agree to maintain the confidentiality of all Confidential Information both during and after their participation in the Program. This obligation shall survive termination of this Agreement and shall remain in effect indefinitely, unless and until such information becomes publicly available through no fault of the Associate.

Associates may be required to execute a separate Non-Disclosure Agreement (“NDA”) as a condition of participation or access to certain information. In the event of any conflict between this Agreement and a separate NDA, the stricter provision shall apply.

Any unauthorized disclosure or use of Confidential Information may result in immediate termination, forfeiture of commissions, and legal action. Associates acknowledge that breaches of confidentiality may cause irreparable harm to the Company and agree that the Company shall be entitled to seek injunctive relief in such cases.

SECTION 12 — DISPUTE RESOLUTION

12.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Program, the parties agree to first attempt to resolve the matter through informal, good-faith discussions. Associates must notify the Company of any dispute in writing and provide a reasonable opportunity for resolution.

The parties agree to cooperate in good faith to resolve disputes efficiently and without unnecessary escalation. Failure to engage in good-faith efforts to resolve a dispute may be considered a breach of this Agreement.

12.2 Mediation

If a dispute cannot be resolved through informal discussions, the parties agree to submit the matter to mediation prior to initiating arbitration. Mediation shall be conducted internally or through a mutually agreed-upon mediator, with the goal of reaching a voluntary resolution.

The costs of mediation shall be shared equally by the parties unless otherwise agreed. Participation in mediation is a mandatory prerequisite to arbitration under this Agreement.

12.3 Binding Arbitration

If the dispute remains unresolved following mediation, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) in accordance with its applicable rules. Arbitration shall take place in Austin, Texas, and shall be conducted in person.

The decision of the arbitrator shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own legal fees and costs, unless otherwise determined by the arbitrator.

By agreeing to arbitration, the parties waive their right to a trial by jury and to participate in class or collective actions.

SECTION 13 — LIMITATION OF LIABILITY & INDEMNIFICATION

13.1 Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement or the Program, including but not limited to lost profits, lost opportunities, or business interruptions.

The Company’s total liability for any claim arising under this Agreement shall not exceed the total amount of commissions actually paid to the Associate during the twelve (12) months preceding the claim. This limitation applies regardless of the nature of the claim, whether in contract, tort, or otherwise.

Associates acknowledge that participation in the Program is at their own risk and that the Company makes no guarantees regarding outcomes, earnings, or opportunities.

13.2 Indemnification

Associates agree to indemnify, defend, and hold harmless the Company, its owner, and any affiliated parties from and against any claims, damages, liabilities, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or relating to:

• The Associate’s participation in the Program

• Any breach of this Agreement

• Any unauthorized representation or conduct

• Any violation of applicable laws or regulations

This obligation shall survive termination of this Agreement.

SECTION 14 — GENERAL PROVISIONS

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Program and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.

14.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall continue in full force and effect.

14.4 Waiver

The failure of the Company to enforce any provision of this Agreement shall not be deemed a waiver of its right to enforce such provision in the future.