FLEX REFERRAL PARTNER TERMS OF SERVICE

1. DEFINITIONS

1.1 "Applicable Law"

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.

1.2 "Approved Qualified Referral"

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.

1.3 "Confidential Information"

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.

1.4 "Flex"

means Flexbase Technologies, Inc., a Delaware corporation with its principal place of business at 390 NE 191st Street, STE 8019, Miami, FL 33179.

1.5 "Order Form"

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.

1.6 "Program"

means Flex's Referral Partner Program, as described in these Terms and any applicable Order Form.

1.7 "Qualified Referral"

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.

1.8 "Referral Fee"

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.

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2. ENROLLMENT; AGREEMENT FORMATION

2.1 Enrollment.

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.

2.2 Multiple Order Forms.

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.

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3. REFERRAL SERVICES; PROGRAM TERMS

3.1 Referral Services.

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.

3.2 Non-Exclusivity.

These Terms are non-exclusive. Each Party remains free to enter into similar arrangements with other parties.

3.3 No Employment or Agency.

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.

3.4 Program Changes.

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.

3.5 Suspension.

Flex may, in its sole discretion, suspend Referral Partner's participation in the Program immediately and without prior notice if Flex determines that Referral Partner has: (a) violated these Terms or any Order Form; (b) engaged in conduct that exposes Flex to regulatory, reputational, or legal risk; or (c) failed to comply with any directive of Flex's Legal or Compliance department. Flex will promptly notify Referral Partner of any suspension. A suspension does not constitute a termination, and Flex may reinstate Referral Partner's participation at any time in Flex's sole discretion.

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4. REFERRAL FEES

4.1 Fee Structure.

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.

4.2 Calculation and Payment.

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.

4.3 Payment Method.

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.

4.4 Fee Schedule Modifications.

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 13.

4.5 Fee Dispute Resolution.

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.

4.6 Taxes.

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.

4.7 Fees Upon Termination.

Referral Partner shall only earn and receive Referral Fees while these Terms are in effect and Referral Partner is not suspended. Upon termination of these Terms for any reason: (a) Referral Partner shall cease to earn additional Referral Fees; and (b) Flex shall pay Referral Partner any Referral Fees earned but unpaid as of the termination date within sixty (60) days, subject to any offset or withholding rights Flex may have. No trailing fees, pipeline fees, or post-termination referral fees shall be owed.

4.8 Referral Fee Eligibility Period.

Notwithstanding any other provision of these Terms, Referral Fees shall only be earned with respect to areferred customer for a period of twenty-four (24) months from the date on which that customer first becamean Approved Qualified Referral (the "Eligibility Period"). Upon expiration of the Eligibility Period for a givencustomer, that customer's activity shall no longer generate Referral Fees for Referral Partner, regardlessof whether these Terms remain in effect. For the avoidance of doubt, the Eligibility Period runs on a per-customer basis and is not affected by renewals of these Terms or any Order Form.

5. REFERRAL PARTNER REPRESENTATIONS AND WARRANTIES

5.1 Authority.

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.

5.2 Compliance.

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.

5.3 Ongoing Obligations.

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.

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6. MARKETING MATERIALS AND APPROVALS

6.1 Regulatory Background.

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.

6.2 Definition of Marketing Materials.

"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.

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.

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.

Upon termination of these Terms or an Order Form: (a) each Party shall promptly return or certifiably destroy all Confidential Information of the other Party and provide written confirmation thereof upon request; (b) all rights and licenses granted hereunder shall immediately terminate; (c) any Referral Fees earned but unpaid prior to the effective date of termination shall be paid in accordance with Section 4.7; and (d) Sections 4.7, 7, 8, 9, 10, 12.5, and 13 shall survive termination or expiration.

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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.