MeSquared Referral Partner Agreement

This Referral Partner Agreement, including Schedule A and Schedule B (the Agreement), is between M2 AI, LLC, doing business as MeSquared (MeSquared, Company, we, or us) and the United States individual or legal entity identified in the electronic acceptance record (Referral Partner, Partner, or you).

By checking the acceptance box and selecting Accept agreement and continue, the individual accepting this Agreement represents that the individual is at least 18 years old, has reviewed this Agreement, Schedule A, and Schedule B, intends to accept them electronically, and is authorized to bind the person or entity named in the acceptance record. This Agreement becomes effective for Referral Partner when MeSquared records that acceptance (the Effective Date). No Company countersignature is required for the standard Agreement.

1. Program purpose and enrollment

Referral Partner may truthfully market and recommend MeSquared to prospective customers under this Agreement. MeSquared may pay Referral Partner commissions for Qualified Referred Customers as described below and in Schedule A.

The program is non-exclusive. Neither party is required to refer a minimum number of customers or generate a minimum amount of revenue. Enrollment is personal to the accepted United States payee and may not be transferred, sublicensed, or used for sub-affiliates without MeSquared's written approval.

MeSquared may automatically approve applications and referrals that satisfy its published and internal eligibility rules. MeSquared may request additional information, reject, suspend, or review an application or referral when identity, consent, existing-customer, sales-opportunity, duplication, fraud, legal, security, or policy concerns exist.

2. Payee identity and account accuracy

The legal person or entity named in the acceptance record must ordinarily match the tax payee and United States bank-account recipient used for payment. Referral Partner must provide accurate and current contact, address, authority, tax-status, and payout-readiness information.

A correction that does not change the legal payee may be reviewed and recorded without replacing this Agreement. A change to the legal payee, ownership, or contracting party requires MeSquared review, may pause payout readiness, and requires acceptance of a new agreement under the replacement identity. Historical referral, agreement, commission, and payout records remain associated with the identity and policy versions under which they were created.

3. Qualified Referred Customers

A Qualified Referred Customer is a customer that:

1. is supported by a valid referral submitted through an approved MeSquared referral route;
2. is not already an active paying MeSquared customer;
3. was not a documented active sales opportunity before the qualifying referral event;
4. is not Referral Partner, an employee or owner of MeSquared, or a person or business owned, controlled, or used by Referral Partner to create a self-referral;
5. begins a paid eligible MeSquared software subscription within the 90-day attribution period;
6. makes a successful payment that is not refunded, reversed, disputed, charged back, failed, or fraudulent; and
7. otherwise complies with this Agreement and MeSquared's eligibility records.

A documented active sales opportunity means a prospect whose sales interaction with MeSquared was recorded in MeSquared's sales or customer-relationship records before the qualifying referral event. MeSquared will rely only on records that predate the qualifying referral event when applying this exclusion.

A pre-existing free account may qualify only if it has never made a paid MeSquared subscription payment, was not already a documented active sales opportunity, and otherwise satisfies this Agreement.

Free signup, account creation, form installation, lead collection, trial activity, or an unpaid subscription does not earn a commission.

4. Referral routes, client authorization, and attribution

Approved referral routes include:

• a manual referral submitted by Referral Partner;
• a MeSquared-issued opaque tracked link; and
• an agency-assisted client workspace and Form setup completed through the Partner Portal.

For manual referrals and assisted setup, Referral Partner must have the prospective client's authorization to share the submitted business contact information and, for assisted setup, to prepare the client's workspace and Form. Referral Partner must accurately record that authorization when requested. This authorization does not permit Referral Partner to accept customer terms, choose or purchase a paid plan, enter payment information, or otherwise bind the client.

The 90-day attribution period begins:

• for a valid manual referral, when MeSquared receives the valid submission;
• for a tracked-link referral, at the prospect's first valid tracked visit; and
• for an assisted setup, when the client securely claims the prepared workspace.

The earliest valid, documented qualifying claim controls when more than one partner asserts the same customer. MeSquared may use referral records, first-party attribution records, customer-account data, documented sales records, written introductions, and Stripe billing records to decide attribution. MeSquared will not disclose another partner's identity, internal sales notes, fraud signals, or other confidential evidence when communicating a decision.

Referral Partner must dispute an attribution decision within 30 days after the applicable notice, statement, or dashboard entry becomes available. MeSquared will review preserved evidence, make the final program determination subject to applicable law and this Agreement, and communicate the outcome with a plain-language reason, without disclosing confidential evidence or another partner's identity.

5. Agency-assisted client setup and client privacy

When MeSquared enables assisted setup, Referral Partner may use the Partner Portal to prepare a free client workspace and a client-authorized Form. Referral Partner receives only temporary, least-privilege access to the specific setup and Form functions needed for that work. Referral Partner is not a member of the client's workspace and has no right to view the client's real leads, contacts, submissions, campaigns, audiences, billing information, users, settings, tax information, bank information, or unrelated workspace content.

Before client claim, a synthetic, single-use installation test may verify that the Form is installed. That test must not create a real lead, contact, confirmation, campaign enrollment, or other customer communication.

Real Form submissions received before client claim may be held securely for up to 30 days, subject to a maximum of 500 held leads per unclaimed workspace. Referral Partner may see only the aggregate number of waiting leads and related activation status. Referral Partner may not access the submitted names, email addresses, phone numbers, messages, or other lead content.

When the client claims the workspace, MeSquared may release valid, unexpired held leads into the client's workspace while preserving the original submission and consent information. Release does not retroactively send confirmations or automatically enroll leads in campaigns or sequences. Unclaimed held-lead content is permanently deleted when its retention period expires, although MeSquared may retain non-personal audit counts and legally required records.

Client claim immediately ends Referral Partner's temporary setup access. Any later agency edit requires the client's express approval of a form-specific, revocable, time-limited access grant. Referral Partner must stop work when a grant expires or is revoked.

The client claim experience may identify Referral Partner, state that Referral Partner may receive a commission if the client subscribes, and explain the limits on Referral Partner's access.

6. Commission calculation

Referral Partner will receive the percentage stated in Schedule A of Eligible Revenue actually collected by MeSquared from each Qualified Referred Customer during that customer's commission period.

Eligible Revenue means net collected recurring MeSquared software subscription charges, including the actual recurring charge after an eligible plan upgrade or downgrade. Eligible Revenue excludes:

• sales, use, value-added, or similar taxes;
• refunds, credits, discounts, and promotional amounts;
• chargebacks and payment disputes;
• failed, reversed, or fraudulent payments;
• free trials and free service periods;
• complimentary or internal accounts;
• hardware, consulting, custom-development, or professional-service fees;
• third-party products or pass-through charges;
• one-time email-credit purchases; and
• any other exclusion stated in Schedule A or a mutually accepted amendment.

MeSquared may change its product pricing, plans, discounts, and offerings. Commissions are calculated using the customer's actual Eligible Revenue, not a list price or projected value.

7. When commissions are recorded and approved

For each Qualified Referred Customer, the commission period covers the first 12 successfully paid subscription months. Failed or unpaid months do not count as successfully paid months.

An eligible payment may first appear as pending or holding. The corresponding commission becomes approved only after the 30-day holding period and only if:

• the payment has not been refunded, disputed, reversed, or charged back;
• the customer and referral were not fraudulent or otherwise ineligible;
• the referral complied with this Agreement;
• the current required Agreement has been accepted; and
• no unresolved attribution, compliance, fraud, breach, or payment hold applies.

Missing contact, tax, or payout readiness delays payment but does not delay approval after the applicable holding period and does not, by itself, erase a valid pending or approved ledger record.

If a customer cancels, no commission accrues after the paid service period ends and no commission is owed for unpaid future periods. If the customer reactivates within 90 days, MeSquared will ordinarily retain the original attribution and continue the unused portion of the 12-successfully-paid-month allowance. A later reactivation may be treated as a new customer relationship subject to the then-current attribution rules.

8. Refunds, chargebacks, and adjustments

If a payment is refunded, credited, reversed, disputed, charged back, or later determined to be ineligible, MeSquared may cancel or proportionately reduce the associated unpaid commission and record an append-only adjustment.

If the affected commission was already paid, MeSquared may offset the adjustment against future commissions. MeSquared will not automatically debit Referral Partner's bank account. If, when this Agreement ends or on MeSquared's earlier written request, future commissions are insufficient to cover a paid-commission adjustment, Referral Partner will repay the outstanding amount within 30 days after MeSquared's written request, which will include a plain-language calculation of the amount owed.

Original financial entries are not silently edited or deleted. The Partner Portal may show pending, holding, approved, reversed, paid, or other safe status information and a plain-language calculation breakdown.

9. Statements, notices, and disputes

The Partner Portal may show referred customers, referral status, eligible revenue, pending or approved commissions, adjustments, completed payouts, and current/lifetime summaries. Data may be delayed while payments, refunds, disputes, customer status, tax readiness, or provider events are reconciled.

Referral Partner may not receive client payment methods, raw invoices, failed-payment reasons, contact lists, Form submissions, internal notes, competing partner information, tax identifiers, bank details, or fraud/security evidence.

Referral Partner must report a commission-calculation dispute within 30 days after the applicable notice, statement, or dashboard entry becomes available. MeSquared's records control absent a demonstrated tracking or calculation error. MeSquared will communicate the outcome of a timely dispute with a plain-language reason.

10. Payment of commissions

Approved commissions are scheduled monthly for the 15th day of the applicable payment month or the next United States business day if the 15th is not a business day.

While Referral Partner remains active, approved unpaid commissions roll forward until they reach the $50 minimum payout amount. After a normal termination, MeSquared will waive that minimum for the final valid balance after all contractual holds and adjustments expire.

Payment requires each of the following objective conditions:

• the current Agreement acceptance;
• a matching and valid W-9/tax-readiness status;
• a matching verified United States ACH recipient and bank account through a business banking or payout provider approved by MeSquared; and
• no unresolved attribution, compliance, fraud, breach, or payment hold.

MeSquared may collect the W-9 and ACH authorization together through a secure third-party document workflow. MeSquared's application stores only readiness and review status, not the tax-identification number, routing number, account number, or completed form contents. Authorized finance may use the completed provider-hosted packet to create and verify the payee with MeSquared's business bank or another approved payout provider.

MeSquared confirms each payout batch before release solely to verify that these conditions are satisfied and that the batch is calculated correctly. MeSquared will not withhold or delay confirmation of a payout that satisfies these conditions, except during a documented investigation under Section 16, and will release the affected amounts on the next scheduled payment date after the condition or investigation is resolved in Referral Partner's favor.

MeSquared may delay payment while a required condition is incomplete or an investigation is pending. Referral Partner is responsible for all taxes arising from commissions. MeSquared may issue Form 1099-NEC or other required information returns and may apply backup withholding or other legally required treatment.

11. Marketing requirements

Referral Partner may promote MeSquared through truthful websites, social media, events, and direct communications to people who have consented to receive them. Referral Partner must:

• accurately describe MeSquared and its services;
• use only accurate, supportable, and current claims;
• clearly and conspicuously disclose that Referral Partner may receive compensation;
• comply with advertising, privacy, anti-spam, telemarketing, endorsement, and other applicable laws;
• honor applicable unsubscribe and opt-out requests;
• use MeSquared names, trademarks, logos, and materials only as authorized; and
• promptly correct or remove inaccurate, outdated, or noncompliant content when requested.

Referral Partner may not:

• represent itself as a MeSquared employee, agent, reseller, franchisee, or authorized representative;
• enter into agreements or make commitments on MeSquared's behalf;
• send spam or use purchased, rented, scraped, harvested, or unlawfully obtained contact lists;
• use cookie stuffing, adware, forced clicks, misleading redirects, fraudulent traffic, fabricated leads, or attribution manipulation;
• create misleading reviews, testimonials, customer statements, guarantees, or performance claims;
• make earnings or income claims about the referral program that are not accurate, documented, and compliant with applicable law;
• bid on MeSquared trademarks or confusingly similar terms in paid search without written approval;
• register or use domains, accounts, or branding that impersonate or confuse users about MeSquared;
• alter MeSquared branding without permission;
• offer unauthorized rebates, incentives, coupons, or discounts;
• appoint or conceal sub-affiliates; or
• create self-referrals or related-party referrals prohibited by this Agreement.

12. Customer relationship

MeSquared controls customer acceptance, product pricing, subscription terms, billing and collections, refunds, product access, support, account suspension or termination, and product features and availability.

Customers referred or assisted by Referral Partner are MeSquared customers. Referral Partner does not own, control, transfer, or acquire rights in the customer's MeSquared account or data. Referral Partner may separately provide services to a client under the partner's own agreement, but that relationship does not expand access or authority under this Agreement.

13. Confidentiality and data protection

Each party may receive nonpublic information about the other party's business, customers, pricing, technology, marketing plans, finances, or operations. The receiving party will use confidential information only for this Agreement, protect it with reasonable safeguards, and not disclose it to unauthorized third parties.

Confidential information does not include information that became public through no breach, was lawfully known before disclosure, was received lawfully without a confidentiality duty, or was independently developed without the confidential information.

A receiving party may disclose confidential information when required by law, regulation, or valid legal process, provided that the receiving party gives the disclosing party prompt notice when legally permitted and discloses only what is required.

The confidentiality obligations in this Section survive for three years after this Agreement ends. For information that constitutes a trade secret under applicable law, the obligations survive for as long as the information remains a trade secret.

Referral Partner must collect, use, retain, and disclose personal information lawfully and only as necessary for an authorized referral or assisted setup. Referral Partner must not copy, export, probe, or attempt to access client data or MeSquared systems outside the expressly permitted Partner Portal functions. Suspected unauthorized access, disclosure, or security compromise must be reported promptly to MeSquared.

14. Intellectual property

MeSquared retains all rights in its software, technology, trademarks, logos, content, data, documentation, and marketing materials. MeSquared grants Referral Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use approved MeSquared names, logos, and materials solely to perform under this Agreement. Referral Partner must stop using them when authorization or this Agreement ends.

Each party acknowledges that a breach of Section 13 or this Section 14 may cause irreparable harm for which money damages are inadequate, and the injured party may seek injunctive or other equitable relief in addition to any other remedy, without posting a bond where permitted by law.

15. Independent contractor

Referral Partner is an independent contractor, not an employee, agent, franchisee, joint venturer, fiduciary, or legal partner of MeSquared. Referral Partner is responsible for its employees, contractors, expenses, insurance, taxes, equipment, and operations. Neither party may bind the other or create obligations on the other's behalf.

16. Suspension, term, and termination

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate without cause on 30 days' written notice.

For a correctable material breach, the nonbreaching party may provide written notice and ten days to cure. MeSquared may immediately suspend referrals, client setup, commission approval, payout, access, or other risky program surfaces while the breach or risk is investigated or cured. MeSquared will pursue investigations diligently, communicate a safe status to Referral Partner, and release any related hold on the next scheduled payment date after the concern is resolved in Referral Partner's favor.

MeSquared may suspend or terminate immediately for fraud, unlawful activity, security abuse, intentional misconduct, deceptive or unauthorized marketing, misuse of confidential information or intellectual property, conduct that in MeSquared's reasonable good-faith judgment creates a serious risk to MeSquared's reputation or customers, insolvency, or cessation of normal business operations.

After termination:

• Referral Partner must stop presenting itself as a MeSquared referral partner and stop using MeSquared marketing materials;
• no new referrals will be accepted after the effective termination date unless MeSquared approves otherwise;
• customers remain MeSquared customers;
• approved commissions earned before termination remain subject to refunds, adjustments, offsets, and this Agreement; and
• after a termination without cause, otherwise valid commissions for Qualified Referred Customers accepted before termination may continue for up to six months, but never beyond the customer's original 12-successfully-paid-month allowance or another earlier-ending condition.

Post-termination commissions end upon the earliest of the six-month post-termination period, the customer-specific commission period, the customer's cancellation or failure to pay, refund or reversal, or another disqualifying condition under this Agreement.

For fraud, unlawful conduct, intentional misconduct, or a material promotion violation, no new commission accrues after the effective termination date. Confirmed fraudulent earnings may be reversed. Unrelated legitimate earnings are not automatically forfeited, subject to lawful offsets and this Agreement.

17. Responsibility for claims

Each party is responsible for its actions, statements, employees, contractors, and legal compliance. Each party will defend and indemnify the other against third-party claims, damages, penalties, or reasonable legal expenses arising from its material breach, negligence or intentional misconduct, violation of applicable law, or unauthorized representations made by it or on its behalf.

The indemnified party must give the indemnifying party prompt written notice of a covered claim, reasonable cooperation, and, except where the parties' interests conflict, control of the defense and settlement. A settlement that imposes obligations on the indemnified party requires that party's consent, which may not be unreasonably withheld.

18. Limitation of liability

Neither party will be liable to the other for indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits or lost business opportunities.

Except for fraud, intentional misconduct, confidentiality or data-protection obligations, intellectual-property misuse, indemnification obligations, or amounts properly owed under this Agreement, each party's total liability will not exceed the commissions paid or payable during the 12 months preceding the event giving rise to the claim.

19. General provisions

Notices. Formal notices to MeSquared must be sent to legal@mesquared.ai and the Company address stated above. Formal notices to Referral Partner will be sent to the notice email address in the accepted partner profile and may also be posted in the Partner Portal; Referral Partner must keep that email address current. Ordinary program and support communications may use partners@mesquared.ai and the Partner Portal.

Assignment. Referral Partner may not assign this Agreement without MeSquared's written consent. MeSquared may assign it to an affiliate or as part of a merger, acquisition, reorganization, sale of substantially all assets, or transfer of the MeSquared business.

Changes. MeSquared may publish administrative or nonmaterial corrections with notice. A material change to commission, attribution, payment, liability, privacy, or termination terms requires Referral Partner to review and accept the new immutable version before making additional referrals. Referrals accepted before the change remain governed by the version in effect when they were accepted. An accepted amendment or replacement version does not erase historical evidence or financial records.

Entire agreement. This Agreement, Schedule A, Schedule B while the Partner Growth Accelerator is offered, and any accepted written amendment contain the entire agreement concerning referrals and commissions and replace prior discussions or understandings on that subject.

Severability. If a provision is unenforceable, the remaining provisions continue in effect.

Waiver. Failure to enforce a provision does not waive the right to enforce it later.

Survival. Sections 3, 6, 7, and 8 (for amounts and adjustments relating to pre-termination activity), 10, 12, 13, 14, 16 (post-termination provisions), 17, 18, and 19 survive termination of this Agreement.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations for amounts already due, which are tolled only while the payment system itself is unavailable.

Governing law and venue. Texas law governs without regard to conflict-of-law principles. The parties consent to exclusive jurisdiction and venue in the state and federal courts serving Fort Bend County, Texas.

Electronic records. Electronic acceptance, records, notices, and counterparts are treated as originals to the fullest extent permitted by law. Referral Partner may print or download the accepted Agreement and receipt. MeSquared will retain acceptance evidence according to its approved legal and financial retention policy.

Schedule A — Standard program terms

Schedule B — Partner Growth Accelerator

The Partner Growth Accelerator is an additional milestone-bonus program available to new Referral Partners while MeSquared offers it. Enrollment begins when Referral Partner accepts this Agreement and the partner account is created. The tracked referral link is available immediately. Contact-profile completion, W-9 readiness, finance review, and United States ACH setup are required before payment but do not prevent valid referrals, commissions, or Accelerator qualifications from being recorded.

Accelerator windows and Central Time

MeSquared measures Accelerator performance using the America/Chicago time zone, including daylight-saving-time changes.

For Referral Partner's first window, the calendar day on which Referral Partner accepts this Agreement is a one-time pre-window qualifying day. A qualifying first payment received on that day counts toward the first window. The official 90-day clock begins at midnight at the start of the next Central Time calendar day and runs for 90 full calendar days, ending at 11:59:59.999 p.m. Central Time on day 90. Each later 90-day window begins immediately at the next Central Time midnight, without another pre-window day.

Each Accelerator window and qualification records the applicable Accelerator policy version. A customer is assigned to the Accelerator window that contains the customer's first successful eligible paid-subscription payment, including the one-time pre-window day for the first window.

Qualifying paid accounts

A Qualifying Paid Account for a window is a separate, legitimate customer account that:

1. is a Qualified Referred Customer under this Agreement;
2. makes its first successful eligible recurring-subscription payment within that Accelerator window;
3. has positive net collected recurring Eligible Revenue after any discount, credit, partial refund, or partial adjustment; and
4. remains continuously paid and active from its first successful payment through the exact end of the window.

An account with an active subscription set to cancel at period end qualifies if paid service continues through the exact window close. An account that is past due, unpaid, incomplete, incomplete-expired, paused, trial-only, or canceled without paid service through the close does not qualify. A later payment recovery does not retroactively change a completed window.

A full refund, chargeback, fraudulent transaction, duplicate account, self-referral, fabricated account, or other disqualifying abuse may remove the account during the milestone holding period and may support a later exceptional correction if discovered after payment. Ordinary cancellation or churn after the exact window close does not change a qualification that was valid at the close.

Multiple subscriptions within the same customer account count once. Each legitimate, separately paid customer account counts once, including separate paid accounts operated by the same business. Annual subscriptions count once when the eligible annual payment is successfully collected. Any first-month discount affects actual Eligible Revenue and commission but does not prevent the paid account from counting when the other qualification conditions are satisfied.

Milestone ladder

Only the highest tier reached in a window applies. Tiers do not stack, and unused counts do not carry into another window.

Finalization, holding period, and payment

After a window closes, MeSquared finalizes the qualifying count using preserved referral, billing, refund, dispute, and subscription-status evidence. The resulting highest milestone bonus, if any, has a 30-day holding period measured from the window close. After that hold, the bonus becomes approved and joins the Referral Partner's other approved commission balance for one consolidated payout on the next monthly target payment date under Section 10.

The $50 active minimum payout applies to the combined approved balance and rolls forward when not met. The normal final-payout waiver in Schedule A still applies. Missing contact, tax, or payout readiness causes an approved balance to roll forward without changing its earned date, qualification, holding period, or approval date.

The Partner Portal may label milestone amounts as Projected bonus, Holding until, Approved for payout, or Paid. Projected amounts are estimates until the window closes and the close evidence is finalized. Referral Partner must dispute an Accelerator qualification or milestone calculation within 30 days after the applicable dashboard entry, statement, or notice becomes available.

Program changes and termination

MeSquared may suspend, end, or change the Accelerator for future windows on at least 30 days' notice to Referral Partner's notice email and/or through the Partner Portal. The policy in effect at the start of a window remains in effect for that active window and for completed windows. A new policy applies first to the window beginning on or after its stated effective date. This notice-only rule is limited to the Accelerator; a material change to the core commission percentage, attribution, payment, liability, privacy, or termination terms remains governed by Section 19 and requires acceptance of a new immutable Agreement version before additional referrals.

After a normal termination, no new Accelerator window begins after the effective termination date. The active Accelerator window and customer attributions validly established before that date may complete under the policy that governed the window, subject to the qualification, hold, adjustment, and payment rules above. A termination for cause remains governed by Section 16.