Solis Core Inc.

Referral Partner Agreement

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Referral Partner Agreement

This Referral Partner Agreement (the "Agreement") is made between Solis Core Inc., a Delaware corporation ("Company"), and the referral partner who signs below ("Partner"), effective as of the date Partner signs.

1. Program

Company operates referral programs for its products, Solis (crew operations for contractors) and Holm (the homeowner home-record app) (together, the "Products"). Partner will receive a personal referral code and link (the "Referral Link"). A "Referred Customer" is a new customer account that (a) is created through Partner's Referral Link or with Partner's referral code at signup, and (b) was not already a customer, already in an active sales conversation with Company, or already attributed to another partner.

2. Referral Fee

  • Company will pay Partner five dollars ($5.00) for each month of paid subscription actually received by Company from each Referred Customer, for as long as that subscription remains active and paid (the "Referral Fee"). A subscription billed annually accrues twelve (12) months of Referral Fee, sixty dollars ($60.00), when that payment is received. The Referral Fee is the same amount regardless of which plan tier the Referred Customer is on.
  • Partner eligibility. Referral Fees accrue only while Partner holds a paid subscription to a Product. When the paid period Partner has already paid for ends, Referral Fees stop accruing that day. There is no grace period and no tail. Canceling does not end the paid period early: a subscription Partner has paid through the end of a month keeps earning until that month is over.
  • If Partner later re-subscribes, Referral Fees resume from that point forward only. Nothing is paid retroactively for months during which Partner held no paid subscription, and a payment received from a Referred Customer during such a month never becomes payable later.
  • Referral Fees stop accruing when a Referred Customer's subscription is canceled, lapses, or is refunded, and resume if that same account re-subscribes.
  • Referred Customers may receive a joining incentive from Company — for example a discount applied to the first month of a Solis subscription, or a credit equal to one month of the customer's plan applied to their Holm account. Referral Fees are earned only on amounts Company actually receives, so a month a Referred Customer pays nothing for, because a discount or an account credit covers it in full, earns no Referral Fee.

3. Payment Terms

  • Referral Fees are calculated on Company's records and paid monthly, in arrears.
  • An accrued Referral Fee becomes payable thirty (30) days after the underlying payment is received, so that refunds and chargebacks can be accounted for first.
  • Balances of twenty-five dollars ($25.00) or more are paid; a smaller balance rolls over to the following month until it reaches that amount.
  • If a payment from a Referred Customer is refunded or charged back, the Referral Fee accrued on it is reversed. A reversal after a payout has already been sent is recoverable against future Referral Fees.
  • Payment is made, at Partner's election where available, by (a) credit against Partner's own Product subscription, or (b) direct payment (Zelle, Venmo, check, or ACH). Partner is responsible for providing accurate payment details.
  • Partner is an independent contractor, not an employee or agent. Partner is responsible for their own taxes. Company will issue IRS Form 1099 where required and may require a completed W-9 before making payments.

4. Partner Conduct

Partner will not: (a) send spam or unsolicited bulk communications; (b) bid on Company trademarks in paid search or misrepresent themselves as Company; (c) make claims about the Products beyond Company's published materials; (d) refer themselves, their own accounts, or accounts they control; or (e) offer unauthorized rebates of the Referral Fee. Referrals made in violation of this section do not qualify, and fees accrued from them may be reversed.

5. Attribution and Records

Company's referral tracking records are the system of record for attributions, accruals, and payouts. One referral attribution per new account. Company will make Partner's accrued balance visible on request, and in-product where Partner has an account.

6. Term and Termination

Either party may terminate this Agreement at any time with written notice (email suffices). On termination other than for Partner's breach of Section 4, Referral Fees already accrued are paid out in the normal monthly cycle, and accrual on existing Referred Customers continues for [12 months / the life of the subscription — ATTORNEY: pick and confirm] after termination. On termination for breach of Section 4, unaccrued and unpaid amounts from non-qualifying referrals are forfeited.

7. Program Changes

Company may modify the program prospectively, including the fee rate, the payout minimum, the holding period, and eligibility, with thirty (30) days' notice. Changes never reduce Referral Fees already accrued.

8. General

Non-public program terms are confidential. No license to Company's marks is granted except as needed to participate in the program. Neither party may assign this Agreement without the other's consent. Governing law is [Delaware — ATTORNEY: confirm]. This Agreement is the entire agreement on its subject. It may be signed in counterparts and by electronic signature, and Partner agrees that a typed name submitted through Company's signing page is such a signature.

Signature

By typing their name and submitting the signing page, Partner signs this Agreement. Company records the version of this document that was displayed, its content digest, and the date, time, network address, and browser of the signer, and emails Partner a copy.