Referral Partner Agreement

This Ultimate Affiliate and Referral Partner Agreement (the “Agreement”) is a binding agreement between SalesMessage, Inc. (“Salesmsg”, “we”, or the “Company”) and you, the participating business entity (“Partner”, “Affiliate”, or “Referral Partner”, depending on context). Collectively, the “Parties.”

This Agreement governs your participation in the Salesmsg Partner and Affiliate Program (the “Program”), including:

• Affiliates: Individuals or entities referring new customers via a unique link.
• Agencies: Marketing or services organizations referring or managing Salesmsg customers.
• Tech Partners: Technology or integration partners co-promoting or collaborating with Salesmsg.

By participating in the Program, you agree to the following terms:

1. Enrollment

To join the Program, you must:

• Accept this Agreement;
• Maintain an active partner profile through First Promoter, our partner platform;
• Accurately complete your account setup to receive payments.

Salesmsg reserves the right to approve or reject any application at its sole discretion.

2. Referral Arrangement

The Program currently operates on a referral-only basis. You will receive commissions for referring net-new customers who:

• Sign up using your unique referral link;
• Subscribe to a paid Salesmsg plan;
• Were not already known to or in contact with Salesmsg.

Agencies may onboard or provision customer accounts and support client usage of Salesmsg, with billing handled either directly by the customer or through the Agency’s discretion. However, no rights to resell, white-label, or sublicense Salesmsg are granted unless expressly authorized in writing by Salesmsg.

3. Referral Fees

You will receive a percentage of revenue from each Successful Referral, payable monthly via First Promoter, for up to 12 months per customer. Rates may vary based on track or campaign and may be updated with written notice.

High-performing partners may be eligible for extended payout periods or enhanced commission rates through written addenda to this Agreement.

4. Payment Terms

• Payments are issued through First Promoter;
• You must maintain accurate payout information;
• Salesmsg may audit or delay payments (up to 90 days) to investigate suspected fraud or discrepancies;
• All records shown in First Promoter are considered final after 12 months unless formally disputed within that timeframe;
• Disputes related to payments must be submitted in writing within 60 days of the disputed payment.

5. Use of Branding and Content

You may only use approved Salesmsg logos, content, and messaging. Any ad copy, content, or media not provided by Company must be approved by Company prior to use. You agree not to:

• Bid on Salesmsg brand terms via PPC without written permission;
• Impersonate the Salesmsg website or create sites that resemble the Salesmsg website;
• Use the Salesmsg trademark in domain names, social media usernames, or paid search campaigns.

Violations may result in immediate termination and forfeiture of unpaid commissions.

6. Prohibited Conduct

Partners may not:

• Engage in spam, cookie stuffing, redirect manipulation, or misleading advertising;
• Host or promote adult, violent, discriminatory, or otherwise inappropriate content;
• Register domains or social accounts containing the Salesmsg brand.

7. Privacy & Data Compliance

Partners must comply with all applicable data privacy laws and the Salesmsg Privacy Policy. You are responsible for ensuring your data collection practices align with these standards.

8. Confidentiality

During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party. Both Parties agree to keep such information confidential, even after the termination of this Agreement.

9. Termination

Either party may terminate this Agreement with 30 days’ written notice. Salesmsg may terminate immediately for breach. Partners will be paid for qualified referrals made prior to the termination date, unless under investigation for fraudulent activity.

10. No Resale Rights

No rights to resell, white-label, or sublicense Salesmsg are granted by default. Select Partners may be authorized to resell only via written agreement.

11. Relationship of the Parties

This Agreement does not create a joint venture, employment, or agency relationship. You are an independent contractor.

12. Limitation of Liability

Salesmsg is not liable for indirect, incidental, or special damages. Our liability under this Agreement is limited to commissions paid in the past 12 months.

13. Governing Law & Dispute Resolution

This Agreement is governed by Florida law and the Federal Arbitration Act. All disputes will be resolved via binding arbitration in accordance with the AAA Commercial Arbitration Rules.

14. Class Action Waiver

Arbitration must be conducted on an individual basis. You waive any right to participate in class actions or mass arbitration.

15. Modifications

Salesmsg may update this Agreement with notice via First Promoter or email. Continued participation constitutes acceptance of any changes.

16. Entire Agreement

This document represents the entire agreement between the Parties. Any future reseller rights or track-specific terms will be handled via written addenda.

Last Updated: May 8, 2025