1.Parties & Definitions

This Partner Referral Agreement (the “Agreement”) is between SlabOS Inc., a Delaware corporation (“SlabOS,” “we,” “us”), and the individual or entity accepting it electronically (the “Partner,” “you”), effective on the date of electronic acceptance (the “Effective Date”).

1.1 · Referral Link

The unique tracking URL and/or referral code SlabOS issues to Partner.

1.2 · Attribution Window

The thirty (30) day period beginning when a prospect first clicks Partner's Referral Link, within which the prospect must enter a paid subscription for the referral to be attributable to Partner.

1.3 · Prior Contact

Any inbound or outbound communication, demo request, trial, quote, or CRM record involving a prospect and SlabOS dated before Partner's first attributed Referral Link click for that prospect.

1.4 · Referred Customer

A countertop-fabrication business that (a) was not an existing SlabOS customer and had no Prior Contact; (b) first arrived at SlabOS through Partner's Referral Link and is attributed to Partner under Section 3; and (c) then entered into a paid SlabOS subscription. Partner bears the burden of showing link-based arrival within the Attribution Window.

1.5 · Recurring Subscription Fees

The recurring, periodic charges (i.e., charged on a fixed periodic cadence for continued platform access) actually invoiced to and collected from a Referred Customer for access to the SlabOS platform. This excludes, without limitation: onboarding, setup, implementation, and data-migration fees; professional services, training, and custom-development fees; hardware; third-party pass-through costs; usage, overage, or messaging fees (even if billed periodically); taxes; and any one-time or non-recurring charge. Where SlabOS offers a bundled or all-inclusive price, only the portion SlabOS reasonably allocates to recurring platform-access subscription, as reflected in SlabOS's billing records, is commissionable; SlabOS's good-faith allocation and its characterization of any charge as recurring versus one-time, service, or usage controls absent manifest error, regardless of how a plan is marketed or invoiced.

1.6 · Net Recurring Subscription Fees

Recurring Subscription Fees actually received by SlabOS, less any refunds, credits, discounts, promotions, chargebacks, and uncollected or written-off amounts.

1.7 · Referral Commission

The amount payable to Partner under Section 4.

2.Appointment; Relationship of the Parties

2.1 SlabOS appoints Partner as a non-exclusive referral partner solely to refer prospective customers via the Referral Link. The appointment is revocable and confers no territory, exclusivity, or quota.

2.2 Partner is an independent contractor. This Agreement creates no employment, agency, partnership, joint venture, or franchise relationship. Partner has no authority to bind SlabOS, make representations or warranties for SlabOS, negotiate or quote pricing or terms, accept funds for SlabOS, or create any obligation for SlabOS. Partner will affirmatively disclose in its communications that it is an independent referral partner, not an agent or employee of SlabOS, and will not create apparent authority. SlabOS is not bound by, and disclaims, any representation Partner makes outside SlabOS's published materials.

2.3 Partner is solely responsible for its own expenses, personnel, and taxes, will receive an IRS Form 1099 (or applicable equivalent), and is responsible for all income, self-employment, sales, GST/HST, and other taxes on commissions.

3.Referrals and Attribution

3.1 To be eligible, a referral must be made through Partner's Referral Link, and the prospect must be tracked as arriving through that link and convert to a paid subscription within the Attribution Window. Off-platform introductions not captured by the Referral Link are not eligible unless SlabOS confirms attribution in writing at its sole discretion.

3.2 First-touch attribution. Where a prospect is associated with more than one partner or channel, the first partner whose Referral Link the prospect clicked within the Window is credited. Attribution determinations are made by SlabOS in good faith based on its tracking records and are final absent manifest error. No customer is attributable to Partner unless it both clicked Partner's Referral Link within the Window and had no Prior Contact under Section 1.3.

3.3 SlabOS sole discretion. SlabOS has sole and absolute (bargained-for) discretion to accept or reject any prospective customer, to set and change all pricing, plans, discounts, and terms offered to any customer, and to decline any referral. Nothing obligates SlabOS to enter into, continue, or renew any customer relationship.

3.4 Partner will not: (a) refer itself, its affiliates, or entities it controls; (b) generate referrals through spam, misrepresentation, incentivized or fraudulent sign-ups, bots, or unauthorized automated means; (c) purchase or bid on SlabOS trademarks, brand terms, or confusingly similar terms in paid search or domains; (d) make any guarantee, representation, or claim about SlabOS beyond SlabOS's then-current published materials; or (e) present itself as SlabOS or as authorized to act for SlabOS.

4.Commission

4.1 Rate. SlabOS will pay Partner a Referral Commission equal to fifteen percent (15%) of the Net Recurring Subscription Fees actually received from each Referred Customer. The rate in effect when a Referred Customer is first attributed is locked for that customer for the duration in 4.4.

4.2 Exclusions. No commission is earned on onboarding, setup, implementation, migration, professional services, training, hardware, third-party pass-through, usage or messaging fees, taxes, or any one-time or non-recurring charge (Section 1.5).

4.3 Earned when collected. A commission accrues only when SlabOS actually receives cleared payment of the corresponding Net Recurring Subscription Fees. Amounts invoiced but not collected are not commissionable.

4.4 Duration — 12-month cap. For each Referred Customer, Referral Commissions are payable only for billing periods in which the customer maintains a continuous, active, paid subscription and this Agreement remains in effect, up to a maximum of twelve (12) monthly Referral Commissions per Referred Customer, measured from that customer's first paid billing period. After twelve commissionable payments for a given customer, no further commission accrues for that customer regardless of continued subscription. If the customer cancels before twelve months, commissions cease when active payment ceases and do not resume on a later re-subscription unless SlabOS agrees in writing.

4.5 Payment. Commissions are calculated monthly and paid in arrears, net of exclusions and clawbacks, within thirty (30) days after the close of each calendar month, provided the accrued, unpaid balance meets the minimum payout threshold of US $500; sub-threshold balances roll forward and accrue until met. On termination or expiration, SlabOS will pay any remaining accrued, undisputed balance in the next regular cycle regardless of the threshold, so no earned commission is forfeited for failing to reach it. Partner must provide valid tax documentation (W-9/W-8) and remittance details before any payout; SlabOS may withhold payment until received.

4.6 Clawback / adjustments. If SlabOS refunds, credits, reverses, or charges back any amount, or a Referred Customer disputes or fails to pay, SlabOS may offset the corresponding commission against current or future payments (SlabOS will first offset against future commissions; only a net negative balance remaining after ninety (90) days is repayable, within thirty (30) days of written demand). Clawback for a given customer is limited to commissions paid for that customer in the preceding twelve (12) months.

4.7 Records; accounting; disputes. SlabOS's records of attribution, subscription fees, collections, and commissions are presumed accurate. Partner may, once per twelve (12) months on ten (10) business days' notice and under confidentiality, request a written accounting of the referrals, collections, and commissions attributed to Partner, and SlabOS will provide reasonable supporting detail; this is Partner's exclusive review right. A statement is binding unless Partner disputes it in writing within thirty (30) days after delivery of that accounting. SlabOS may reduce the commission rate prospectively for referrals first attributed after the effective date of thirty (30) days' notice, but not below ten percent (10%), and any rate locked under 4.1 continues to apply to already-attributed customers.

4.8 Set-off and recoupment. Without limiting any other remedy, SlabOS may set off, recoup, deduct, or withhold from any amounts payable to Partner any amounts Partner owes SlabOS under this Agreement, including indemnity obligations, clawbacks, overpayments, and chargebacks. This right is cumulative and survives termination.

4.9 Tax withholding. All amounts are inclusive of taxes SlabOS is required to withhold. SlabOS may deduct and withhold any amount required under applicable law, including U.S. backup withholding and withholding on payments to non-U.S. persons, and will remit such amounts to the relevant authority; withheld amounts are treated as paid to Partner. If Partner fails to provide a valid, correct W-9 or applicable W-8 (and treaty documentation), SlabOS will apply backup or statutory withholding at the required rate.

5.Partner Obligations and Compliance

5.1 Partner will comply with all applicable laws, including the CAN-SPAM Act, TCPA, CASL, anti-bribery, consumer-protection, and marketing laws, and will honor opt-outs.

5.2 Partner will use only marketing materials and marks provided or approved in writing by SlabOS, will not alter them, and will cease use on request. All goodwill in the SlabOS marks inures to SlabOS.

5.3 Partner will not make false, misleading, or disparaging statements about SlabOS, its products, or competitors, and will not overstate features, pricing, guarantees, or outcomes.

6.Intellectual Property; License

SlabOS owns all right, title, and interest in the SlabOS platform, brand, trademarks, and materials. Partner receives a limited, non-exclusive, revocable, non-transferable license to use SlabOS-provided referral materials and marks solely to perform under this Agreement, terminable at any time. No other rights are granted.

7.Confidentiality

Each Party will protect the other's non-public information (including customer lists, pricing, commission data, and business terms) and use it only to perform this Agreement. Partner will not disclose Referred Customer information except as necessary and lawful. These obligations survive for three (3) years after termination, and indefinitely for trade secrets.

8.Data Privacy & Referred-Lead Personal Information

8.1 Each Party is an independent controller of the personal information it processes; no joint-controller or processor relationship is created.

8.2 Partner represents and warrants it has obtained all consents and has a valid legal basis (including CASL express or implied consent, TCPA prior express written consent for any calls or texts, and GDPR/CCPA/CPRA/PIPEDA lawful basis) to collect each referred lead's personal information and share it with SlabOS for the referral. Partner will not upload, scrape, purchase, or transmit any personal information obtained unlawfully or without such consent, will use referred-lead data solely to make the referral, will not retain, sell, or repurpose it, and will maintain reasonable safeguards.

8.3 Partner will notify SlabOS within forty-eight (48) hours of any suspected breach involving referred-lead data. Partner's indemnity in Section 13 expressly covers all claims, fines, and penalties arising from Partner's collection, handling, or transmission of personal information, including under CASL, TCPA, CAN-SPAM, GDPR, CCPA/CPRA, and PIPEDA. SlabOS's Privacy Policy governs SlabOS's own processing.

9.Verification and Audit

On reasonable notice, during the term and for one (1) year after, SlabOS may request and Partner will promptly provide records substantiating (a) the source and consent basis of any referred lead, (b) Partner's marketing methods and channels, and (c) compliance with Sections 3.4 and 5. SlabOS may investigate any referral it reasonably suspects is fraudulent, incentivized, self-dealing, bot-generated, or non-compliant, may withhold disputed commissions pending investigation, and may reverse and reclaim any commission determined to arise from such activity. Failure to substantiate on request voids the affected commissions.

10.Trade Compliance and Anti-Corruption

10.1 Partner represents and warrants it is not, and is not owned or controlled by, a person on any U.S. (OFAC/SDN), UN, EU, UK, or Canadian sanctions or denied-parties list, and is not located in or a national of a comprehensively embargoed jurisdiction. Partner will not transact in violation of applicable sanctions or export-control laws; any breach permits immediate termination and forfeiture of unpaid commissions.

10.2 Partner will comply with the U.S. Foreign Corrupt Practices Act, the Corruption of Foreign Public Officials Act (Canada), and all applicable anti-bribery and anti-kickback laws, and will not offer, pay, or share any portion of a commission or anything of value to improperly influence any customer, official, or third party, nor pay undisclosed kickbacks to employees or agents of a Referred Customer.

11.Term and Termination

11.1 This Agreement begins on the Effective Date and continues until terminated.

11.2 Termination for convenience. Either Party may terminate for any reason on thirty (30) days' written notice (email sufficient). The Parties agree that termination for convenience, even where it ends future commission accrual, is a bargained-for right and does not breach any implied covenant of good faith and fair dealing.

11.3 Termination for cause. SlabOS may terminate or suspend immediately, and immediately forfeit unpaid and future commissions (including on previously-attributed customers) and reclaim commissions attributable to the misconduct, if Partner breaches Sections 3.4, 5, 6, 7, 8, or 10, or engages in fraud, misrepresentation, unlawful conduct, holding-out as an agent/employee, or conduct that brings SlabOS into disrepute.

11.4 Effect of termination. On termination, Partner's license and right to make new referrals end immediately. (a) On termination for convenience, SlabOS will continue to pay Referral Commissions on Partner's already-attributed Referred Customers for the remainder of each such customer's 12-month cap (Section 4.4), subject to all other terms (active subscription, collection, clawback, set-off); no commission accrues on any customer referred after the termination effective date. (b) On termination for cause, Section 11.3 controls. Commission accrues on Net Recurring Subscription Fees for billing periods ending on or before the termination effective date and is payable when actually collected, even if collected after termination; no commission accrues for any billing period beginning after the termination effective date.

11.5 Survival. Any provision that by its nature should survive — including without limitation Sections 1, 2.2, 2.3, 3.2, 4 (as to commissions accrued or clawback-eligible for pre-termination periods), 5.3, 6, 7, 8, 9, 10, 11.4, 12, 13, and 17 (including the arbitration, jury-trial waiver, and class-action waiver in 17.2) — survives termination or expiration.

12.Disclaimers; Limitation of Liability

12.1 The referral program is provided “as is.” SlabOS makes no guarantee of any minimum referrals, conversions, retention, or earnings. Commissions are earned solely period-by-period on collections actually received while a customer is active and this Agreement is in effect (Sections 4.4, 11.4); Partner has no vested, accrued, or expectancy right in any commission for any future billing period, and no right to any commission after termination except accrued amounts under 11.4.

12.2 To the maximum extent permitted by law, SlabOS's total aggregate liability will not exceed the greater of (a) the total Referral Commissions paid to Partner in the twelve (12) months preceding the event, or (b) US $1,000. This limitation does not apply to SlabOS's obligation to pay accrued, undisputed commissions properly due under Sections 4 and 11.4. SlabOS is not liable for indirect, incidental, special, consequential, exemplary, or lost-profit damages. The Parties acknowledge the mutual promises herein — including Partner's opportunity to earn commissions, SlabOS's obligation to track, attribute, and pay commissions in accordance with this Agreement, and Referral Link access — constitute good, valuable, and bargained-for consideration, and that SlabOS's reserved discretions are essential bargained-for terms, not illusory.

13.Indemnification

Partner will indemnify, defend, and hold harmless SlabOS and its officers, directors, and employees from third-party claims to the extent arising from Partner's (a) referrals or marketing activities, (b) unauthorized statements or representations, or any claim of actual or apparent authority or misclassification, (c) breach of this Agreement, (d) negligence or willful misconduct, (e) collection, handling, or transmission of personal information, or (f) violation of law or third-party rights — except to the extent caused by SlabOS's own negligence or willful misconduct. The Section 12.2 cap does not apply to this indemnity.

14.Representations; Pre-Existing Activity Release

14.1 Partner represents it has authority to enter this Agreement, will perform lawfully, and (if an entity) is duly organized and in good standing.

14.2 Release of pre-Effective-Date claims. Partner releases SlabOS from any and all claims, whether in contract, quantum meruit, unjust enrichment, promissory estoppel, or otherwise, arising from any referral, introduction, or relationship predating the Effective Date. Any credit SlabOS extends for pre-Effective-Date referrals is granted solely as a matter of grace, in SlabOS's discretion, and is subject to all terms of this Agreement (same 15% rate, 12-month cap measured from the Effective Date, clawback, and termination provisions); such credit, if any, is Partner's sole and exclusive remedy for all pre-Effective-Date activity.

15.Force Majeure

Neither Party is liable for any delay or failure to perform (other than payment obligations for amounts already due and undisputed) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, government action, and utility, internet, hosting, or payment-processor failures. If such an event continues beyond sixty (60) days, either Party may terminate on notice.

16.Publicity

Partner will not issue any press release or public statement about this Agreement, or use SlabOS's name or marks in any manner implying a partnership, joint venture, endorsement, or relationship beyond a non-exclusive referral arrangement, without SlabOS's prior written consent. SlabOS may identify Partner as a referral partner in its partner directory and marketing.

17.General

17.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflicts rules.

17.2 Arbitration; waivers. The Parties will resolve disputes by binding arbitration in Wilmington, Delaware under the AAA Commercial Arbitration Rules. Each Party waives any right to a jury trial and to participate in a class or collective action. Either Party may seek temporary or preliminary injunctive relief in a court of competent jurisdiction solely to preserve the status quo pending arbitration, after which the dispute returns to arbitration. SlabOS will pay all arbitration filing, administrative, and arbitrator fees exceeding what Partner would have paid to file in the applicable Delaware state court. The arbitrator decides arbitrability, except that a court decides any challenge to the class waiver. The class/collective-action waiver is a material, non-severable term of the agreement to arbitrate: if it is held unenforceable as to any claim, the agreement to arbitrate is void as to that claim only, which must then proceed in court (where the jury waiver still applies); all other claims remain in arbitration, and no class or collective claim will be arbitrated.

17.3 Assignment. Partner may not assign this Agreement without SlabOS's prior written consent; SlabOS may assign freely (e.g., in a merger or sale).

17.4 Amendment. A change to the commission rate applies only to Referred Customers first attributed after the change's effective date; the rate locked for an existing customer continues for that customer. Other program or operational changes apply prospectively to activity after the effective date, on thirty (30) days' notice. Material changes require Partner's affirmative acceptance; if Partner does not accept within thirty (30) days, SlabOS may terminate under 11.2. Otherwise, no amendment is effective unless agreed in writing.

17.5 Miscellaneous. Nothing restricts SlabOS from working with any customer, partner, or channel, including any prospect not properly attributed to Partner. This Agreement is the entire agreement on its subject and supersedes prior understandings. If any provision is unenforceable, the rest remains in effect. No waiver is implied by delay. Notices to SlabOS: legal@slabos.org; to Partner: the email on file.

17.6 Electronic signature (ESIGN/UETA). Partner consents to transact electronically and agrees that its typed name and electronic acceptance constitute a legally binding signature under the U.S. ESIGN Act and UETA. Acceptance is server-stamped with the signer's name, date, time, and IP address, which together evidence execution.