FLEX REFERRAL PARTNER TERMS OF SERVICE

1. DEFINITIONS1. 定义

1.1  1.1  "Applicable Law"“适用法律”

means all applicable federal, state, and local statutes, regulations, rules, orders, and guidance, including any standards imposed by Flex's bank partners or program managers, that govern or apply to the activities contemplated by this Agreement.指所有适用的联邦、州和地方法律、法规、规章、命令和指南，包括Flex的银行合作伙伴或计划经理施加的任何标准，适用于或规范本协议所设想的活动。

1.2  1.2  "Approved Qualified Referral"“经批准的合格推荐”

means a Qualified Referral who has been approved by Flex to obtain a Flex product or service, including credit cards and capital and lending products.指经Flex批准获取Flex产品或服务的合格推荐客户，包括信用卡、资本和贷款产品。

1.3  1.3  "Confidential Information"“保密信息”

means any non-public information disclosed by one Party to the other in connection with this Agreement, including but not limited to business plans, customer information, financial data, fee structures, marketing strategies, proprietary technology, and the terms of this Agreement and any Order Form.指一方就本协议向另一方披露的任何非公开信息，包括但不限于商业计划、客户信息、财务数据、费用结构、营销策略、专有技术以及本协议和任何订单的条款。

1.4  1.4  "Flex"“Flex”

means Flexbase Technologies, Inc., a Delaware corporation with its principal place of business at 390 NE 191st Street, STE 8019, Miami, FL 33179.指Flexbase Technologies, Inc.，一家特拉华州公司，其主要营业地点位于390 NE 191st Street, STE 8019, Miami, FL 33179。

1.5  1.5  "Order Form"“订单”

means a Referral Partner Order Form executed by Referral Partner that references these Terms and sets forth the commercial terms of Referral Partner's enrollment in the Program, including the products enrolled and the applicable fee schedule.指由推荐合作伙伴签署的推荐合作伙伴订单，该订单引用本条款并规定了推荐合作伙伴参与本计划的商业条款，包括所注册的产品和适用的费用表。

1.6 1.6 "Perpetual Referral Fee" “永久推荐费” 

means a Referral Fee designated as "perpetual" or "lifetime" in the applicable Order Form, entitling Referral Partner to continue earning Referral Fees attributable to an Approved Qualified Referral for so long as such referred customer remains an active Flex customer, subject to Section 4.7.指在适用订单中指定为“永久”或“终身”的推荐费，授权推荐合作伙伴在经批准的合格推荐客户仍是Flex活跃客户期间，持续赚取该推荐所产生的推荐费，但须遵守第4.7条的规定。

1.7  1.7  "Program"“计划”

means Flex's Referral Partner Program, as described in these Terms and any applicable Order Form.指Flex的推荐合作伙伴计划，如本条款和任何适用订单中所述。

1.8  1.8  "Qualified Referral"“合格推荐”

means a potential customer referred by Referral Partner to Flex who meets Flex's qualification criteria as communicated to Referral Partner from time to time. Flex reserves the right to update its qualification criteria at any time in its sole discretion.指推荐合作伙伴推荐给Flex的潜在客户，该客户符合Flex不时向推荐合作伙伴告知的资格标准。Flex保留随时自行更新其资格标准的权利。

1.9  1.9  "Referral Fee"“推荐费”

means the compensation payable by Flex to Referral Partner for an Approved Qualified Referral, as set forth in the applicable Order Form and calculated in accordance with Section 4.指Flex应向推荐合作伙伴支付的、针对经批准的合格推荐的报酬，具体载于适用的订单中，并根据第4节计算。

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2. ENROLLMENT; AGREEMENT FORMATION2. 注册；协议成立

2.1  2.1  Enrollment.注册。

These Terms become effective upon Referral Partner's execution of an Order Form. Flex's enrollment and processing of an Order Form constitutes Flex's acceptance. No signature from Flex is required on the Order Form for these Terms to be binding.本条款在推荐合作伙伴签署订单后生效。Flex对订单的注册和处理即构成Flex的接受。订单上无需Flex签字，本条款即具有约束力。

2.2  2.2  Multiple Order Forms.多份订单。

Referral Partner may execute multiple Order Forms over the course of the relationship. Each Order Form is incorporated into and governed by these Terms. In the event of any conflict between an Order Form and these Terms, the Order Form will control solely with respect to the specific commercial terms addressed therein.推荐合作伙伴可在合作期间签署多份订单。每份订单均纳入本条款并受其管辖。如果订单与本条款之间存在任何冲突，则仅就其中涉及的具体商业条款而言，以订单为准。

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3. REFERRAL SERVICES; PROGRAM TERMS3. 推荐服务；计划条款

3.1  3.1  Referral Services.推荐服务。

Referral Partner agrees to identify and refer potential customers to Flex who may be interested in Flex's products or services. Referral Partner shall conduct all referral activities in a professional manner and in compliance with Applicable Law and these Terms.推荐合作伙伴同意识别并向Flex推荐可能对Flex产品或服务感兴趣的潜在客户。推荐合作伙伴应以专业方式开展所有推荐活动，并遵守适用法律和本条款。

3.2  3.2  Non-Exclusivity.非排他性。

These Terms are non-exclusive. Each Party remains free to enter into similar arrangements with other parties.本条款为非排他性条款。各方均可自由与其他方达成类似安排。

3.3  3.3  No Employment or Agency.无雇佣或代理关系。

The Parties are independent contractors. Nothing in these Terms or any Order Form shall be construed to create any agency, partnership, joint venture, franchise, or employment relationship between the Parties. Referral Partner has no authority to bind Flex or to make representations on Flex's behalf.双方均为独立承包商。本条款或任何订单中的任何内容均不得解释为在双方之间建立任何代理、合伙、合资、特许经营或雇佣关系。推荐合作伙伴无权约束Flex或代表Flex作出任何陈述。

3.4  3.4  Program Changes.计划变更。

Flex may modify, suspend, or discontinue the Program, or any product or service offered through the Program, at any time, with or without notice. Flex will use reasonable efforts to notify Referral Partner of material Program changes affecting Referral Partner's enrolled products.Flex可随时修改、暂停或终止本计划，或通过本计划提供的任何产品或服务，无论是否通知。Flex将尽合理努力通知推荐合作伙伴影响其已注册产品的重大计划变更。

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4. REFERRAL FEES4. 推荐费

4.1  4.1  Fee Structure.费用结构。

Flex shall pay Referral Partner a Referral Fee for each Approved Qualified Referral in accordance with the fee schedule set forth in the applicable Order Form.Flex应根据适用订单中规定的费用表，向推荐合作伙伴支付针对每个已批准合格推荐的推荐费。

4.2  4.2  Calculation and Payment.计算与支付。

Referral Fees shall be calculated according to the formula and payment basis specified in the applicable Order Form. Flex shall pay calculated Referral Fees within thirty (30) days following the end of each calendar month, accompanied by a statement setting forth in reasonable detail the calculation of fees paid for that period.推荐费应根据适用订单中指定的公式和支付依据计算。Flex应在每个日历月结束后三十 (30) 天内支付计算出的推荐费，并附上一份详细说明该期间所支付费用计算方式的对账单。

4.3  4.3  Payment Method.支付方式。

All payments shall be made via electronic funds transfer (ACH) to the account designated by Referral Partner in the applicable Order Form. Referral Partner is responsible for keeping payment information current. Flex is not liable for misdirected payments resulting from Referral Partner's failure to maintain accurate payment information.所有付款应通过电子资金转账 (ACH) 转入推荐合作伙伴在适用订单中指定的账户。推荐合作伙伴有责任保持支付信息最新。Flex不对因推荐合作伙伴未能保持准确支付信息而导致的款项误付承担责任。

4.4  4.4  Fee Schedule Modifications.费用表修改。

Flex may modify the referral fee schedule for any enrolled product upon thirty (30) days' prior written notice to Referral Partner. Referral Partner's continued participation in the Program after the effective date of a fee modification constitutes Referral Partner's acceptance of the revised fee schedule. If Referral Partner does not agree to the modification, Referral Partner's sole remedy is to terminate participation as provided in Section 12.Flex可在提前三十 (30) 天书面通知推荐合作伙伴后，修改任何已注册产品的推荐费表。推荐合作伙伴在费用修改生效日期后继续参与本计划，即表示推荐合作伙伴接受修订后的费用表。如果推荐合作伙伴不同意修改，其唯一补救措施是按照第12节的规定终止参与。

4.5  4.5  Fee Dispute Resolution.费用争议解决。

If Referral Partner believes any Referral Fee payment was incorrectly calculated, Referral Partner must provide written notice to Flex detailing the alleged discrepancy within sixty (60) days after receipt of the applicable payment or statement. Flex shall investigate such notice promptly and in good faith. Flex has no obligation to adjust any Referral Fee if it has not received a written notice of discrepancy within this period.如果推荐合作伙伴认为任何推荐费支付计算有误，则必须在收到相关付款或对账单后六十 (60) 天内向Flex提供书面通知，详细说明所称的差异。Flex应及时并真诚地调查该通知。如果在此期间未收到书面差异通知，Flex没有义务调整任何推荐费。

4.6  4.6  Taxes.税费。

Referral Partner is solely responsible for all taxes, including federal, state, and local taxes, associated with Referral Fees received under these Terms. Flex may withhold taxes from payments to Referral Partner as required by Applicable Law. Referral Partner shall promptly provide Flex with any required tax forms, including IRS Form W-9, upon request.推荐合作伙伴全权负责与根据本条款收到的推荐费相关的所有税费，包括联邦、州和地方税。Flex可根据适用法律要求从支付给推荐合作伙伴的款项中预扣税款。推荐合作伙伴应在收到请求后立即向Flex提供任何所需的税务表格，包括IRS W-9表格。

4.7 4.7 Perpetual Referral Fees.永久推荐费。

• (a) Eligibility.资格。 Where an Order Form expressly designates a Referral Fee as a Perpetual Referral Fee, Referral Partner shall continue to earn and receive such Referral Fee for each applicable Approved Qualified Referral for so long as the referred customer remains an active Flex customer, regardless of whether the applicable Order Form or these Terms have expired or been terminated. Perpetual Referral Fees shall be calculated and paid in accordance with the fee schedule and payment terms set forth in the applicable Order Form and Section 4.2, and shall be subject to adjustment pursuant to Section -4.4.
• (b) Disqualifying Events.取消资格事件。 If the Referral Partner engages in any of the following activities, as determined by Flex in its reasonable sole discretion, each shall constitute a "Disqualifying Event":
  
  • (i) fraud, intentional misrepresentation, or willful misconduct in connection with the Program or any Order Form;
  • (ii) gross negligence in performing its obligations under these Terms;
  • (iii) a material violation of Applicable Law, including any violation that exposes Flex to regulatory liability or jeopardizes Flex's relationships with its bank partners or program managers;
  • (iv) a material violation of Section 6 (Marketing Materials and Approvals) or any Applicable Standards;
  • (v) public disparagement of Flex, its products or services, its officers or directors, or any of Flex's bank partners or program managers;
  • (vi) conduct that Flex reasonably determines poses a material risk to Flex's reputation, regulatory standing, or bank partnerships; or
  • (vii) a material breach of Section 7 (Confidentiality) of these Terms.

5. REFERRAL PARTNER REPRESENTATIONS AND WARRANTIES5. 推荐合作伙伴的声明和保证

5.1  5.1  Authority.授权。

Referral Partner represents and warrants that: (a) it has the full right, power, and authority to enter into and perform its obligations under these Terms and any Order Form; (b) the execution of any Order Form has been duly authorized; and (c) these Terms and any Order Form constitute legal, valid, and binding obligations of Referral Partner.推荐合作伙伴声明并保证：(a) 其拥有充分的权利、权力和授权订立并履行本条款和任何订单表格项下的义务；(b) 任何订单表格的签署已获得正式授权；以及 (c) 本条款和任何订单表格构成推荐合作伙伴合法、有效且具有约束力的义务。

5.2  5.2  Compliance.合规性。

Referral Partner represents, warrants, and covenants that it shall: (a) comply with all Applicable Law in performing its obligations under these Terms; (b) conduct its business in a professional manner consistent with applicable industry standards; (c) not make any representations or warranties regarding Flex or Flex's products or services beyond those expressly authorized in writing by Flex; and (d) not engage in any deceptive, misleading, illegal, or unethical practices in connection with the Program.推荐合作伙伴声明、保证并承诺其将：(a) 在履行本条款项下义务时遵守所有适用法律；(b) 以符合适用行业标准的专业方式开展业务；(c) 不就 Flex 或 Flex 的产品或服务作出任何超出 Flex 书面明确授权的陈述或保证；以及 (d) 不从事任何与本计划相关的欺骗性、误导性、非法或不道德行为。

5.3  5.3  Ongoing Obligations.持续义务。

Referral Partner shall promptly notify Flex if Referral Partner becomes aware of any regulatory inquiry, enforcement action, or other event that could reasonably be expected to affect Referral Partner's ability to perform under these Terms or to cause harm to Flex.推荐合作伙伴应在知悉任何监管调查、执法行动或其他合理预期会影响推荐合作伙伴履行本条款项下义务的能力或对 Flex 造成损害的事件时，立即通知 Flex。

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6. MARKETING MATERIALS AND APPROVALS6. 营销材料和批准

6.1  6.1  Regulatory Background.监管背景。

Referral Partner acknowledges that Flex offers financial services products subject to extensive federal and state regulatory oversight, including applicable consumer protection laws, truth-in-lending requirements, and the standards imposed by Flex's bank partners and program managers (collectively, "Applicable Standards"). Any marketing or promotional activity relating to Flex's products or services must comply with all Applicable Standards. Unauthorized or non-compliant marketing may expose Flex to significant regulatory, financial, and reputational harm.推荐合作伙伴承认，Flex 提供的金融服务产品受广泛的联邦和州监管机构监督，包括适用的消费者保护法、贷款真实性要求以及 Flex 银行合作伙伴和项目经理施加的标准（统称为“适用标准”）。任何与 Flex 产品或服务相关的营销或推广活动必须遵守所有适用标准。未经授权或不合规的营销可能会使 Flex 面临重大的监管、财务和声誉损害。

6.2  6.2  Definition of Marketing Materials.营销材料的定义。

"Marketing Materials" means any written, digital, audio, visual, or other content or communication used to promote, advertise, describe, or otherwise market Flex or its products or services, including without limitation social media posts, email campaigns, website or landing page copy, scripts, flyers, signage, paid advertisements, and any other communication that references Flex or its products or services, regardless of the channel or medium.“营销材料”指用于推广、宣传、描述或以其他方式营销 Flex 或其产品或服务的任何书面、数字、音频、视觉或其他内容或通讯，包括但不限于社交媒体帖子、电子邮件营销活动、网站或着陆页文案、脚本、传单、标牌、付费广告以及任何提及 Flex 或其产品或服务的其他通讯，无论通过何种渠道或媒介。

6.3  Prior Written Approval Required.

Referral Partner shall not create, publish, distribute, display, transmit, or otherwise use any Marketing Materials without the prior written approval of Flex's Legal and Compliance department. Flex may grant, withhold, condition, or revoke any such approval in its sole and absolute discretion. Any approval granted by Flex is specific to the content and channels submitted for review and does not extend to modifications of approved materials or to use of approved materials in a new or different context.

6.4  Breach and Remedies.

Any use of Marketing Materials that have not been approved in writing by Flex's Legal and Compliance department, or any use of approved Marketing Materials inconsistent with the scope of approval granted, constitutes a material breach of these Terms. Upon such breach, Flex may immediately terminate these Terms and any Order Form upon written notice to Referral Partner. Such termination shall not limit any other remedy available to Flex at law or in equity.

6.5  Indemnification.

Referral Partner shall indemnify, defend, and hold harmless Flex and its bank partners, officers, directors, employees, and agents from and against any and all losses, liabilities, fines, penalties, regulatory actions, third-party claims, and expenses (including reasonable attorneys' fees) arising out of or related to Referral Partner's unauthorized or non-compliant use of Marketing Materials.

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7. CONFIDENTIALITY

7.1  Confidentiality Obligations.

Each Party agrees to: (a) maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without the disclosing Party's prior written consent, except to its employees, officers, contractors, or advisors who need to know such information for purposes of performing obligations under these Terms and who are bound by confidentiality obligations no less protective than those set forth herein; and (c) use such Confidential Information solely for the purposes of performing obligations under these Terms. The obligations set forth in this Section shall continue for a period of three (3) years following the termination or expiration of these Terms.

7.2  Exceptions.

The confidentiality obligations set forth in Section 7.1 shall not apply to information that:

(a)  is or becomes publicly available through no fault of the receiving Party;

(b)  was rightfully in the possession of the receiving Party prior to disclosure by the disclosing Party, without any obligation of confidentiality;

(c)  is rightfully received by the receiving Party from a third party who is not subject to any restriction on disclosure; or‍

(d)  is independently developed by the receiving Party without reference to or use of the disclosing Party's Confidential Information.

7.3  Required Disclosure.

If the receiving Party is required by Applicable Law, court order, or governmental authority to disclose Confidential Information, it shall, to the extent legally permissible: (a) provide prompt prior written notice to the disclosing Party; (b) cooperate with the disclosing Party in seeking a protective order or other appropriate relief; and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed.

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8. INDEMNIFICATION

8.1  Indemnification by Referral Partner.

Referral Partner shall defend, indemnify, and hold harmless Flex and its bank partners, affiliates, officers, directors, employees, and agents from and against any and all third-party claims, actions, suits, proceedings, losses, liabilities, damages, fines, penalties, costs, and expenses, including reasonable attorneys' fees ("Third Party Claims"), arising out of or related to: (a) Referral Partner's breach of these Terms or any Order Form; (b) Referral Partner's negligence, gross negligence, or willful misconduct; (c) Referral Partner's violation of Applicable Law; (d) Referral Partner's unauthorized or non-compliant use of Marketing Materials; or (e) any representation made by Referral Partner regarding Flex or Flex's products or services that was not expressly authorized in writing by Flex.

8.2  Indemnification by Flex.

Flex shall defend, indemnify, and hold harmless Referral Partner and its officers, directors, employees, and agents from and against Third Party Claims alleging that Flex's materials, products, services, or technology used in connection with these Terms infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

8.3  Indemnification Procedures.

The Party seeking indemnification ("Indemnified Party") shall: (a) promptly notify the indemnifying party ("Indemnifying Party") in writing of any Third Party Claim, and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to a claim; and (b) reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party shall have sole control over the defense of any such Third Party Claim, provided that the Indemnifying Party may not settle or compromise any Third Party Claim without the Indemnified Party's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The Indemnified Party may participate in the defense of any Third Party Claim at its own expense with counsel of its choice. Failure to provide timely notice shall not relieve the Indemnifying Party of its indemnification obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.

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9. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ORDER FORM, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL REFERRAL FEES ACTUALLY PAID BY FLEX TO REFERRAL PARTNER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) TEN THOUSAND DOLLARS ($10,000). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM: (I) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF THE OTHER PARTY’S DATA OR SYSTEMS; OR (III) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS.

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10. INTELLECTUAL PROPERTY

10.1  Limited License to Display Marks.

Each Party grants to the other a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to display its name, logo, and trademarks ("Marks") solely to identify the existence of the Referral Partner relationship. Flex may list Referral Partner as a partner or affiliate on Flex's website or in materials referencing Flex's partner programs.

10.2  Restrictions on Use.

Except as expressly permitted in Section 10.1, neither Party shall use the other Party's Marks without prior written consent for each specific use. Any permitted use of Flex's Marks in connection with Marketing Materials shall be governed solely by the approval requirements of Section 6. All use of a Party's Marks shall conform to the owner's then-current trademark usage guidelines.

10.3  Ownership.

Each Party owns and retains all right, title, and interest in and to its Marks and other intellectual property. No rights are transferred other than the limited licenses expressly set forth herein. Neither Party shall attempt to register any of the other Party's Marks or any confusingly similar marks or names.

10.4  Revocation.

Either Party may revoke the license granted in Section 10.1 upon written notice, in which case the receiving party shall remove all uses of the notifying Party's Marks within ten (10) business days of receipt of such notice.

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11. FORCE MAJEURE

Neither Party shall be liable for any failure or delay in performance arising from causes beyond its reasonable control, including acts of God, fire, flood, earthquake, labor disputes, war, terrorism, epidemics, pandemics, government orders, or other events beyond the reasonable control of such Party. The Party claiming a force majeure event shall promptly notify the other Party and use commercially reasonable efforts to resume performance.

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12. TERM AND TERMINATION

12.1  Term.

These Terms commence on the effective date of the first Order Form executed by Referral Partner and continue until terminated as provided herein. Each Order Form shall have an initial term of one (1) year from its effective date and shall automatically renew for successive one (1) year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

12.2  Termination for Convenience.

Either Party may terminate these Terms or any Order Form for any reason upon thirty (30) days' prior written notice to the other Party.

12.3  Termination for Cause.

Either Party may terminate these Terms and all outstanding Order Forms immediately upon written notice if the other Party: (a) materially breaches these Terms or any Order Form and fails to cure such breach within fifteen (15) days after receiving written notice thereof; (b) becomes insolvent or makes an assignment for the benefit of creditors, or files for or has a petition filed against it under any bankruptcy or insolvency law; (c) ceases to conduct business in the normal course; or (d) engages in fraud, willful misconduct, gross negligence, or conduct that creates material regulatory risk or reputational harm to the other Party.

12.4  Immediate Termination by Flex.

Notwithstanding Section 12.3, Flex may terminate these Terms and any Order Form immediately upon written notice, without opportunity to cure, if Referral Partner: (a) violates Section 6 (Marketing Materials); (b) violates any Applicable Law in a manner that exposes Flex to regulatory liability; (c) engages in conduct that Flex reasonably determines poses a material risk to Flex's bank partnerships or regulatory standing; or (d) provides false or materially misleading information in any Order Form or in connection with the Program.

12.5  Effect of Termination.

(a) Return of Confidential Information; Revocation of License. Upon termination of these Terms or an Order Form, each Party shall promptly return or certifiably destroy all Confidential Information of the other Party and provide written confirmation thereof upon request. All rights and licenses granted hereunder shall immediately terminate, except for Referral Partner's right to receive Perpetual Referral Fees pursuant to Section 4.7, to the extent such right has not been revoked pursuant to Section 12.5(c).

(b) Payment of Fees. Any Referral Fees earned but unpaid prior to the effective date of termination shall be paid within sixty (60) days, subject to any offset or withholding rights Flex may have. Perpetual Referral Fees shall continue to be calculated and paid in accordance with Section 4.7, unless revoked pursuant to Section 12.5(c).

(c) Disqualifying Events. If Flex terminates these Terms pursuant to Section 12.3(d) or Section 12.4, and the conduct giving rise to such termination also constitutes a Disqualifying Event as defined in Section 4.7(b), Flex may, in its reasonable sole discretion, permanently revoke Referral Partner's right to receive Perpetual Referral Fees by specifying the applicable Disqualifying Event in the written termination notice. Upon such revocation, Referral Partner shall no longer be eligible to receive any Perpetual Referral Fees under this Agreement, including any amounts accrued but unpaid as of the date of termination. Once revoked, Perpetual Referral Fee rights shall not be reinstated absent a new written agreement signed by an authorized officer of Flex.

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13. DISPUTE RESOLUTION

13.1  Arbitration.

Referral Partner and Flex agree that any disputes, issues, claims, or controversies surrounding these Terms or any Order Form, or the breach, termination, enforcement, interpretation, or validity thereof, including the scope or applicability of this arbitration provision (collectively, "Disputes"), shall be determined exclusively by binding arbitration in Miami, Florida, or via video conference, administered by the American Arbitration Association ("AAA") pursuant to its Commercial Arbitration Rules and Mediation Procedures. A single arbitrator shall be agreed upon by the Parties, or if the Parties cannot agree within thirty (30) days, appointed by the AAA. The arbitrator may award attorneys' fees and costs as part of the award. The award of the arbitrator shall be final, binding, and enforceable as a judgment in any court of competent jurisdiction.

13.2  Preliminary Relief.

Notwithstanding the foregoing, either Party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction, without waiving its right to arbitration.

13.3  Class Action Waiver.

Referral Partner and Flex each agree that any Dispute shall be conducted on an individual basis and not as a class, collective, consolidated, or representative action. Neither Party may participate in a class arbitration or class action relating to any Dispute arising under these Terms.

13.4  WAIVER OF JURY TRIAL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY AND EXPRESSLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER FORM.

13.5  Statute of Limitations.

Any Dispute must be initiated within one (1) year after the date the Party asserting the Dispute first knew or reasonably should have known of the act, omission, or default giving rise to the Dispute; otherwise, such Dispute is permanently barred.

13.6  Confidentiality of Proceedings.

The Parties shall maintain the confidentiality of all arbitration proceedings, including any award, except as may be necessary to prepare for or conduct the arbitration, in connection with a court application for preliminary relief or judicial challenge to an award, or as required by Applicable Law.

13.7  Fees.

The prevailing Party in any arbitration proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party.

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14. GENERAL PROVISIONS

14.1  Amendments.

Flex reserves the right to modify these Terms at any time. Flex will provide Referral Partner with at least thirty (30) days' prior written notice of any material modification via email to the address on Referral Partner's most recent Order Form. Referral Partner's continued participation in the Program after the effective date of any modification constitutes Referral Partner's acceptance of the modified Terms. If Referral Partner does not agree to the modified Terms, Referral Partner's sole remedy is to terminate participation by providing written notice to Flex prior to the effective date of the modification. Notwithstanding the foregoing, any modifications required by Applicable Law, regulatory requirements, or the requirements of Flex's bank partners or program managers are effective immediately upon notice.

14.2  Entire Agreement.

These Terms, together with all Order Forms, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and representations.

14.3  Governing Law.

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

14.4  Notices.

All legal notices required under these Terms shall be in writing and delivered by hand, certified mail (return receipt requested), overnight courier, or email with confirmation of receipt, to the addresses set forth in the applicable Order Form or as updated by written notice. Notices to Flex shall be directed to: Legal Department, Flexbase Technologies, Inc., 390 NE 191st Street, STE 8019, Miami, FL 33179, legal@flex.one.

14.5  Assignment.

Referral Partner may not assign these Terms or any Order Form, in whole or in part, without Flex's prior written consent. Flex may assign these Terms or any Order Form without consent in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of Flex's assets. Any assignment in violation of this Section shall be null and void. These Terms shall bind and inure to the benefit of each Party's permitted successors and assigns.

14.6  Severability.

If any provision of these Terms is found to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

14.7  Waiver.

No failure or delay by either Party in exercising any right or remedy shall constitute a waiver of such right or remedy. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

14.8  Survival.

Sections 4.7, 6.5, 7, 8, 9, 10, 12.5, and 13 shall survive the termination or expiration of these Terms and any Order Form.

14.9  No Third-Party Beneficiaries.

These Terms are for the sole benefit of the Parties and their permitted successors and assigns. Nothing herein shall create any rights in any third party.

14.10  Counterparts.

Any Order Form may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.