Referral & Affiliate Agreement

1. Acceptance & Relationship

This Referral & Affiliate Agreement ("Agreement") is entered into between AccreditedNow LLC ("Company," "we," "us," or "our") and the firm or individual applying to or participating in the AccreditedNow Referral & Affiliate Program ("Partner," "you," or "your"). By submitting an application, checking the box indicating your acceptance, or participating in the Program, you agree to be bound by this Agreement.

This Agreement incorporates by reference the AccreditedNow Terms of Service and Privacy Policy. In the event of a conflict between this Agreement and the Terms of Service with respect to the Program, this Agreement controls. This Agreement supersedes any prior Referral Partner Agreement between the parties with respect to your participation in this Program.

2. The Program

The Program lets you refer people and firms to AccreditedNow for accredited-investor verification and related services performed by an independent licensed CPA. On approval, you receive a unique referral link and a dashboard. When someone purchases a commissionable, paid verification within the attribution window after using your link, that sale is credited to you and generates a referral value equal to a fixed percentage of the base verification price. Participation is free. We may modify, suspend, or discontinue the Program, any rate, or any Program benefit at any time; changes apply prospectively to sales occurring after the change.

3. Independent Relationship; No Agency

You and AccreditedNow are independent parties. Nothing in this Agreement creates any agency, partnership, joint venture, employment, or fiduciary relationship between us. You have no authority to act for, bind, make commitments on behalf of, or make any representation or warranty on behalf of AccreditedNow, and you will not hold yourself out as having any such authority.

4. No Guarantee of Verification; Independent CPA

Accredited-investor verification is performed by an independent licensed CPA who exercises independent professional judgment based on the documentation submitted. Referring a person does not guarantee that they will be verified, that any verification letter will be issued, or that any particular result will be reached. The referral relationship does not and will not influence the CPA's independent determination. AccreditedNow makes no representation that any investment sponsor will accept a verification letter.

5. Referral Compensation & Payout

Each commissionable sale generates a fixed referral value (the "Referral Budget") equal to a stated percentage of the base verification price (excluding rush charges, add-ons, and taxes). You choose, per your account, how your Referral Budget is delivered:

• Cash — the Referral Budget is paid to you in cash;
• Pass-through discount — the Referral Budget is applied as a discount to the price your referred buyer pays, and no cash is earned on that sale; or
• Combo — the Referral Budget is split between cash to you and a discount to the buyer, in the proportion you set.

The cash and discount portions of a sale never exceed the Referral Budget for that sale. Current rates and the products that are and are not commissionable (for example, renewals and certain add-ons are not commissionable, and seat packs are cash-only to preserve published volume pricing) are described to you in the Program materials and on your dashboard, and may change prospectively.

How and when cash is paid

• Cash is earned only on sales that are actually paid and retained — that is, not refunded, charged back, credited, or otherwise reversed. A sale that is refunded or reversed, in whole or in part, is clawed back and earns no cash.
• Cash becomes payable only after the applicable refund/clawback window closes on the underlying sale.
• We pay cleared cash by PayPal, on a periodic basis, once your cleared balance meets the stated minimum payout threshold. A valid PayPal email and a completed Form W-9 (or Form W-8BEN/W-8BEN-E, for non-U.S. persons) must be on file before any cash payout.
• We may withhold, offset, delay, or reverse any amount to account for refunds, chargebacks, disputed or fraudulent transactions, or suspected violations of this Agreement, and may net such amounts against current or future balances.

6. Nature of the Fee; Not Transaction-Based

The Referral Budget is compensation solely for referring a customer to AccreditedNow's fixed-fee verification and related services. It is calculated only as a percentage of the fixed price of those services. It is not tied to, contingent on, or measured by any securities transaction, any investment, any capital raised, any offering's success, or the amount, value, or outcome of any investment. It is not, and is not intended to be, transaction-based compensation, a commission on the sale of securities, or a finder's or solicitor's fee in connection with any securities offering or investment. You will not describe or market the Program in any way that ties the Referral Budget to any investment or its size.

7. Your Own Independent Disclosure Obligations

You are solely responsible for determining and satisfying any legal, regulatory, professional, or contractual obligations that arise for you from participating in the Program and from any compensation you receive, and for making any disclosures you owe to your own clients, investors, or audience. AccreditedNow does not, and cannot, discharge those obligations for you. Without limiting the foregoing, you specifically acknowledge and agree that:

• If you are, or are associated with, a registered investment adviser (RIA) or investment-adviser representative: you are responsible for your own compliance with the Investment Advisers Act and applicable state law, including the SEC Marketing Rule's provisions governing compensated solicitations and testimonials/endorsements, and for any required disclosures to and consents from your advisory clients (including, as applicable, Form ADV disclosures regarding compensation arrangements). You will make any client disclosures and obtain any client consents that your regulatory obligations require before referring an advisory client.
• If you are a sponsor, issuer, syndicator, or affiliated with an offering: you are responsible for any disclosure of this arrangement that your offering documents or applicable securities laws require, and for ensuring that participation does not conflict with your obligations to your own investors. Seat packs and covered verifications you purchase for your own investors are not "referrals" of yourself; a referral must be of a third party (see Section 8).
• If you are an attorney: you are responsible for your own compliance with the rules of professional conduct that apply to you, including any rules governing referral fees, business transactions, conflicts of interest, and client disclosure or consent.
• In all cases: you are responsible for your own tax treatment of any compensation, and for compliance with all laws applicable to you, including consumer-protection, advertising, anti-spam (e.g., CAN-SPAM), and privacy laws in how you promote your link.

8. Attribution, Bona Fide Referrals & Anti-Abuse

Credit for a sale is determined by AccreditedNow's records (for example, first-touch attribution of your referral code carried through to the completed purchase), which are authoritative. Referrals must be genuine, arm's-length referrals of third parties who make their own purchasing decision. You agree not to:

• refer yourself, or purchase through your own link to obtain a discount or cash on your own purchase (self-referrals are voided and earn no cash);
• use paid search, domains, or ad creative that bid on or misuse the AccreditedNow name or marks, or that impersonate AccreditedNow;
• use spam, incentivized clicks, cookie-stuffing, misleading claims, or any deceptive or automated method to generate clicks or sales; or
• place your link in any unlawful, adult, or misleading context.

We may void, withhold, or reverse credit and cash for any sale we reasonably determine is not a bona fide referral or that violates this Agreement.

9. Use of the Name, Link & Marks

While you are an active Partner, AccreditedNow grants you a limited, non-exclusive, non-transferable, revocable license to use your referral link and to use the AccreditedNow name solely to describe your participation and refer buyers to us. You agree to use the name and any marks only as provided, without altering them; not to imply AccreditedNow endorses, recommends, sponsors, or has reviewed your firm, personnel, or any securities offering or investment; not to register or use any confusingly similar name, mark, or domain; and to discontinue all use promptly upon termination or our request. All rights in the AccreditedNow name, logo, and marks remain the exclusive property of AccreditedNow LLC.

10. No Endorsement

Participation in the Program does not constitute an endorsement by AccreditedNow of any Partner, its personnel, or any securities offering, fund, or investment, and is not a recommendation to invest. You will not state or imply that AccreditedNow endorses, recommends, vets, or has evaluated your offerings or investments.

11. Partner Representations & Compliance

You represent, warrant, and agree that:

• the information you provide is and will remain accurate and complete;
• you and your activities comply, and will continue to comply, with all applicable laws and regulations, including federal and state securities laws and the professional rules that apply to you;
• you are solely responsible for your own communications, representations, and dealings with those you refer, and you will not make any representation about AccreditedNow's services except as accurately described by us;
• you will not engage in any deceptive, misleading, or unlawful conduct in connection with the Program; and
• you are responsible for determining and satisfying any obligations arising from your participation, including any disclosures you owe under Section 7.

12. Taxes & Information Reporting

You are responsible for all taxes on any compensation you receive. Cash payouts are made without withholding except as required by law. Before your first cash payout you must provide a valid Form W-9 (U.S. persons) or the applicable Form W-8 (non-U.S. persons). If U.S. tax law requires it, we will issue a Form 1099-NEC (or other applicable form) reflecting cash paid to you. Discounts passed through to buyers are not compensation to you and are not reported to you as income.

13. Investor Data & Confidentiality

People you refer are AccreditedNow's customers with respect to verification services and are subject to our Privacy Policy. You do not receive access to any customer's financial documents or verification materials, which are handled solely by the assigned independent CPA and are never shared with sponsors, affiliates, or other third parties. Any non-public information either party receives about the other will be kept confidential and used only for the purposes of the Program.

14. Term & Termination

This Agreement begins when you accept it and continues until terminated. Either party may terminate participation in the Program at any time, for any reason, with or without notice. On termination, your right to use your link and the AccreditedNow name ends immediately. We will pay any cleared, undisputed cash balance you have earned as of termination, subject to the payout threshold, W-9/W-8 requirement, and clawback and offset provisions; no cash is owed for sales that have not cleared or that are reversed. Sections that by their nature should survive termination — including Sections 3, 6, 7, 8, 13, 15, 16, and 17 — will survive.

15. Disclaimers & Limitation of Liability

THE PROGRAM AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCREDITEDNOW LLC AND ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THE PROGRAM. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM WILL NOT EXCEED THE GREATER OF THE CASH WE PAID YOU IN THE THREE MONTHS BEFORE THE CLAIM OR ONE HUNDRED U.S. DOLLARS ($100).

16. Indemnification

You agree to indemnify, defend, and hold harmless AccreditedNow LLC and its members, managers, employees, agents, and service providers from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your participation in the Program; (b) your securities offerings, investments, advisory activities, or dealings with those you refer; (c) your failure to make any disclosure or obtain any consent required of you under Section 7; (d) your use of the AccreditedNow name or your referral link; (e) any information or content you provide or how you promote your link; or (f) your breach of this Agreement or violation of any law.

17. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-laws rules. The dispute-resolution, binding-arbitration, and class-action-waiver provisions of the AccreditedNow Terms of Service apply to this Agreement and are incorporated by reference.

18. Changes to this Agreement

We may modify this Agreement at any time by posting an updated version on this page. Your continued participation in the Program after changes are posted constitutes acceptance of the revised Agreement. If you do not agree to a change, your remedy is to stop participating in the Program.

19. Contact

AccreditedNow LLC recommends consulting with a qualified attorney regarding your specific legal situation.