**REFERRAL FEE AGREEMENT**

AI Human Connection LLC \| DRAFT for Attorney Review

This Referral Fee Agreement (this "Agreement") is entered into by and between AI Human Connection LLC, a Delaware limited liability company (the "Company," "we," "us," or "our"), and the member who participates in the Company's referral program (the "Referrer," "you," or "your"). This Agreement is effective as of the date the Referrer accepts it electronically and begins participating in the referral program (the "Effective Date").

**Recitals**

A. The Company operates a subscription-based professional-networking and referral platform (the "Platform"), the member-facing terms of which are set forth in a separate Membership Agreement.

B. An existing member (the "Referrer") may earn a recurring referral fee for introducing a new paying member (a "Referred Member"). The program is single-tier: a Referrer earns only on members they personally refer, and not on members those referrals in turn bring in.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

**1. The Referral Fee**

1.1 Rate. The referral fee is twenty-five percent (25%) of the Referred Member's monthly membership fee, recurring for as long as the Referred Member remains a paying member, and paid on the schedule described in Section 3.2.

1.2 Full-Fee Condition. The referral fee applies only while the Referred Member is paying the full monthly membership fee, and not during any discounted, promotional, or free period.

1.3 No Cost to Participate. There is no additional cost for a member to participate in the referral program.

1.4 Referral Bonuses and Incentives. In addition to the recurring referral fee described above, the Company may from time to time offer optional bonuses or other incentives — for example, a one-time bonus for referring a stated number of new members within a promotional period. Any such bonus is separate from and in addition to the twenty-five percent (25%) recurring referral fee, does not replace or reduce it, and is governed by the specific terms the Company announces for that offer. Those terms may include conditions such as the referred members remaining active, paying members for a stated minimum period before the bonus is earned and paid. A bonus is earned only when its stated conditions are met, and the Company may withhold, delay, or reverse (charge back) a bonus if a referred member cancels, is refunded, disputes or charges back their payment, or otherwise fails to meet the stated conditions during the qualifying period. The Company may set, limit, modify, or discontinue any bonus or incentive at any time, except as those specific terms or applicable law provide.

**2. Eligibility and Good Standing**

2.1 Good Standing. A Referrer earns and is paid a referral fee only while the Referrer's own account is in good standing, meaning payment is current and there is no violation of the Code of Conduct.

2.2 Delinquency. If a Referrer's account becomes delinquent, referral fees owed are held. Held fees are released if the account is made current within ninety (90) days; otherwise they are forfeited.

2.3 Attribution. Each new member is attributed to exactly one Referrer, the person whose referral code the new member registered under, and only one referral fee is paid per new member.

2.4 Eligibility. The Referrer represents and warrants that the Referrer is at least eighteen (18) years of age and has the legal capacity to enter into this Agreement. Participation in the referral program is available only to adults eighteen (18) years of age or older.

**3. Payment and Taxes**

3.1 Method of Payment. Referral fees are paid on a semi-monthly basis, as described in Section 3.2. The Company offers payment by electronic transfer through DingoBlu, an electronic-payment product, at no cost to the Referrer; to receive payment this way, the Referrer sets up a DingoBlu account. A Referrer is not required to use DingoBlu. A Referrer who elects any other payment method, including a paper check or electronic payment through a provider other than DingoBlu, is subject to a \$7.00 processing fee per payment, deducted from the amount paid. Payment through DingoBlu carries no such fee.

3.2 Payment Schedule. Referral fees are calculated for two semi-monthly periods each month: the first period runs from the 1st through the 15th, and the second period runs from the 16th through the last day of the month. Fees are paid in arrears on a semi-monthly basis - referral fees on Referred Member payments received during the 1st-through-15th period are paid on the 1st of the following month, and referral fees on Referred Member payments received during the 16th-through-month-end period are paid on the 15th of the following month (or, in either case, the next business day if that date falls on a weekend or bank holiday). A referral fee is payable once the corresponding Referred Member payment has been received by the Company.

3.3 Minimum Payout. The minimum payout is \$10.00. Amounts below the minimum roll over and accumulate until the threshold is reached.

3.4 Taxes. Taxes are the Referrer's responsibility. Each Referrer is solely responsible for any taxes owed on the referral fees they receive. Each Referrer must provide a completed IRS Form W-9 before being paid, and the Company (through its payment provider) will issue an IRS Form 1099-NEC to any Referrer paid \$600 or more in a calendar year.

3.5 International Payments (Referrers Outside the United States). If a Referrer is located outside the United States, the following additional terms apply. (a) Processing Fees. International payments may be subject to additional processing, currency-conversion, and intermediary-bank fees. These fees are variable and are deducted from the amount paid. The Company does not and cannot guarantee the amount of these fees, which depend on the payment method, the destination country, and third-party providers; the Company will inform the Referrer of the applicable fee when it is reasonably able to do so. (b) Tax Documentation. A Referrer who is not a U.S. person must provide a completed IRS Form W-8BEN (for an individual) or Form W-8BEN-E (for an entity) — in place of the IRS Form W-9 described in Section 3.4 — before being paid. Payments may be subject to U.S. withholding tax (generally up to thirty percent (30%) unless reduced by an applicable income-tax treaty) and may be reported on IRS Form 1042-S rather than Form 1099-NEC. Each Referrer remains solely responsible for any taxes owed in the Referrer's own country. (c) Legal Compliance. The Company will not make a payment to any person, or in or to any country, where doing so would violate United States law, including economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). The Company may screen, withhold, delay, or decline any payment as necessary to comply with applicable law.

3.6 Chargebacks and Reversals. If a Referred Member payment on which a referral fee was calculated or paid is refunded, reversed, disputed, charged back, or otherwise not ultimately retained by the Company, the referral fee attributable to that payment is reversed and is no longer earned or owed. The Company will deduct (offset) the reversed amount from the Referrer's current and future referral fees. If the Referrer's referral fees are insufficient to cover the reversed amount, the outstanding amount is a debt owed by the Referrer to the Company, and the Referrer shall repay it promptly upon request; the Company reserves the right to collect any unrecovered amount directly from the Referrer by any lawful means, including outside the Platform. This Section applies whether the reversal occurs before or after the referral fee has been paid, regardless of when the reversal occurs, and is in addition to the Company's rights under Section 1.4 with respect to bonuses.

**4. Term and Termination**

4.1 Effect of Termination. A Referrer's right to receive referral fees ends when the Referrer's membership ends. Whether the Referrer voluntarily cancels or is removed by the Company for a conduct violation, the Referrer's ongoing referral fees stop immediately, and the Referrer may not make new referrals.

**5. Disclosure**

5.1 Members are told at signup that the referrer earns a referral fee and that the opportunity is open to all members. The payment is referred to as a "referral fee."

5.2 Required Disclosure of Financial Relationship (FTC Compliance). Whenever a Referrer shares a referral link or otherwise promotes, endorses, or recommends the Platform, including on social media, websites, messages, or in person, the Referrer shall clearly and conspicuously disclose that the Referrer has a financial relationship with the Company and may earn a commission (currently twenty-five percent (25%) recurring) if the recipient joins. The disclosure must be easy to notice and understand and placed near the recommendation, consistent with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials. Failure to comply is a breach of this Agreement and may result in suspension or termination of referral eligibility and forfeiture of affected referral fees.

**6. Governing Law; Dispute Resolution**

6.1 Governing Law. This Agreement is governed by the laws of the State of Delaware, where the Company is registered, without regard to its conflict-of-laws principles.

6.2 Binding Arbitration. Any dispute that cannot first be resolved informally will be settled by binding arbitration seated in Delaware, administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, before a single arbitrator. The allocation of filing, administrative, and arbitrator fees is governed by the AAA Consumer Arbitration Rules, which cap the consumer's share and place the remainder on the Company; each party otherwise bears its own attorneys' fees unless a statute or the arbitrator provides otherwise. This provision shall be kept consistent with the corresponding provision of the Membership Agreement.

6.3 Class-Action Waiver. To the fullest extent permitted by law, all disputes must be brought in the parties' individual capacities and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate more than one person's claims or preside over any class or representative proceeding.

6.4 Carve-Out for Equitable Relief. Notwithstanding the arbitration requirement, either party may bring an action in a court of competent jurisdiction for a temporary restraining order, preliminary or permanent injunction, or other equitable relief, including to protect intellectual property or to stop unauthorized access, hacking, scraping, or misuse of the Platform, without waiving the arbitration requirement for other claims.

**6.5 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.**

6.6 No Mass Arbitration; Coordinated Filings. If twenty-five (25) or more similar arbitration demands are filed by, or with the coordination or assistance of, the same or coordinated counsel, the demands will be administered together as a single coordinated proceeding using a batching or bellwether process, in which a limited number of representative cases are arbitrated first and their outcomes guide resolution of the remaining cases, and filing and arbitrator fees and arbitrator appointments will be handled on that batched basis rather than case-by-case, consistent with the AAA mass-arbitration rules then in effect.

6.7 Small-Claims Option. Notwithstanding the agreement to arbitrate, either party may instead bring a qualifying dispute in a small-claims court that has jurisdiction, so long as the matter remains in that court and proceeds only on an individual (non-class) basis.

*For counsel: please recommend the arbitration administrator (AAA or JAMS), the number of arbitrators, and the allocation of arbitration costs in Section 6.2, consistent with the Membership Agreement; the parties defer to your recommendation.*

**7. Force Majeure**

7.1 The Company is not liable for any delay, interruption, or failure to provide the Platform or services caused by events beyond its reasonable control, including internet or telecommunications failures, cloud-hosting or third-party service outages, power failures, natural disasters, epidemics or pandemics, labor disputes, acts of government, or other events of force majeure.

**8. General**

8.1 Entire Agreement. This Agreement, together with the Membership Agreement, constitutes the entire agreement between the parties regarding the referral program and supersedes all prior understandings.

8.2 Amendment. The Company may modify this Agreement upon thirty (30) days' prior notice; a Referrer's continued participation after the notice period constitutes acceptance of the modified terms.

8.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

8.4 Rule of Construction; Joint Drafting. This Agreement is deemed to have been drafted jointly by the parties. Any ambiguity will not be construed against any party on the basis of authorship, and no rule of strict construction will be applied against the Company.

8.5 Assignment; Change of Control. The Company may assign this Agreement and transfer its rights and obligations, including Referrer accounts and related data, to a successor in connection with a merger, acquisition, sale of assets, financing, or other change of control. Referrers will be notified of any such transfer as required by law. The Referrer may not assign this Agreement or the right to receive referral fees without the Company's prior written consent.

8.6 Privacy; Handling of Information. The Referrer's personal information is handled in accordance with the Company's Privacy Policy and the Membership Agreement, each of which is incorporated by reference. As described in those documents, the Company may sell or share certain personal information — such as contact and profile information — with advertising partners for advertising purposes, but does not sell, lease, trade, or otherwise profit from any member's Biometric Data. Information used to administer and pay referral fees, including tax and payment-account information, is used for those purposes and as described in the Privacy Policy.

**9. Electronic Acceptance and Signature**

9.1 This Agreement is executed electronically; no handwritten signature is required. Before participating in the referral program, the Referrer accepts this Agreement by (a) checking a box confirming that the Referrer has read and understood this Agreement; (b) checking a box confirming that the Referrer agrees to be bound by this Agreement; and (c) typing the Referrer's full legal name in the signature field, which serves as the Referrer's electronic signature.

9.2 By completing these steps, the Referrer adopts the typed name as their electronic signature and agrees that it has the same legal effect as a handwritten signature under the federal Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law. The Company's platform records the date and time of acceptance, together with information identifying the Referrer's account, as evidence of execution.

Electronic acceptance (completed before participating):

\[ \] I have read and understood this Referral Fee Agreement.

\[ \] I agree to be bound by this Agreement.

Electronic signature (type full legal name): \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date and time: automatically recorded by the platform.