Referral Program Terms.

1. Agreement and Definitions

1.1 The Agreement. These Referral Program Terms (these "Terms") are a binding agreement (the "Agreement") between DealStake Inc., a Delaware corporation with its registered office at 16192 Coastal Hwy, Lewes, DE 19958 ("DealStake"), and the individual or business that joins the Referral Program (the "Referrer").

1.2 Joining and Acceptance. The Referrer accepts the Agreement by selecting the button that joins the Program, beside which DealStake presents these Terms. The date of that act is the "Acceptance Date". DealStake keeps a record of each acceptance, including the individual concerned, the time of acceptance and the version of these Terms presented, shows the Referrer that record on the Referrals page, and will provide a copy on request.

1.3 Authority. An individual who joins on behalf of a business represents that he or she has authority to bind that business.

1.4 Other Documents. If the Referrer is also a DealStake customer, the Terms of Service and its Incorporated Documents govern the Referrer's Workspace and are not changed by these Terms. The Privacy Policy describes how DealStake handles personal information and is a notice, not part of the Agreement. For the Referrer's participation in the Program, these Terms prevail over any other document between DealStake and the Referrer; they do not alter any right of a Referred Customer under its own agreement with DealStake.

1.5 Summaries. The short version at the top of this document is provided for convenience, is not part of the Agreement and does not modify it. If the summary differs from the text, the text governs.

1.6 Definitions. In the Agreement:

• "Attribution" means DealStake's record that a Referred Customer was credited to the Referrer under Section 3, together with the terms in force on the date of that record.
• "Chargeback" means a payment that a card network or bank reverses, whether or not a dispute is raised with DealStake.
• "Commission" means the amount payable to the Referrer under Section 4.
• "Commission Period" means, for each Referred Customer, the twelve months that begin on the date DealStake receives that Referred Customer's first payment for sending accounts or Credits.
• "Eligible Payment" means a payment that DealStake receives from a Referred Customer during its Commission Period for sending accounts or for Credits, measured before sales tax and reduced by any refund or Chargeback relating to it. The purchase of a list through the Marketplace is not an Eligible Payment, because the provider invoices the Referred Customer and DealStake is not in that payment. Complimentary Credits, sales tax and amounts DealStake does not receive are not Eligible Payments.
• "Marketplace", "Credits", "Services" and "Workspace" have the meanings given in the Terms of Service.
• "Payment Provider" means Stripe, Inc. and its affiliates, through which DealStake pays Commissions.
• "Program" means the DealStake Referral Program described in these Terms.
• "Referral Code" means the code DealStake issues to the Referrer, and "Referral Link" means the web address that carries it.
• "Referred Customer" means a business that holds an Attribution to the Referrer.
• "Statement" means the monthly record of Commissions described in Section 5.

1.7 Interpretation. "Including" means "including without limitation". Headings are for convenience only. "Month" means a calendar month measured in Coordinated Universal Time.

2. The Program

2.1 Who may join. Any individual who is at least eighteen years old, and any business, located in the United States may join the Program. Participation is currently limited to Referrers located in the United States, because that is where the Payment Provider can pay them; DealStake says so before a Referrer joins. No fee is charged and no customer relationship with DealStake is required. One Referrer account is permitted per individual or business.

2.2 Payment needs onboarding. DealStake pays Commissions only to a Referrer who has completed the Payment Provider's onboarding under Section 5.3.

2.3 Declining or removing a Referrer. DealStake may decline an application, or remove a Referrer, where the law prevents payment, where the Referrer does not meet Section 2.1, where the Referrer is subject to sanctions, where DealStake reasonably believes the Referrer has breached or will breach these Terms, or for the reasons in Sections 7, 8 and 14.

3. Your Link and Code

3.1 What they do. The Referral Link opens DealStake's sign-up page with the Referral Code applied. A business may also enter the Referral Code on the page where it creates its Workspace.

3.2 Attribution. A business is credited to the Referrer when it creates its first Workspace after opening the Referral Link within the preceding ninety days in the browser it signs up with, or after entering the Referral Code on the page where it creates the Workspace. If a Referral Code was entered on that page, that code counts; otherwise the most recent Referral Link the browser opened within the preceding ninety days counts. Attribution happens once, at the moment the Workspace is created, and is never added, changed or transferred afterward. A business can be credited to one Referrer only.

3.3 What is not credited. A business that already holds a Workspace is not credited to any Referrer, and credit is never added to an existing Workspace. A person who already belongs to a Workspace cannot create a new one through self-serve sign-up, and a Workspace that DealStake creates for a customer on request is created without a Referral Code; in either case no credit arises. A person creating a Workspace may clear a Referral Code before the Workspace is created, and the page shows the name the Referrer gave DealStake under Section 12.4.

3.4 No discount. A Referral Code does not itself provide a discount or change DealStake's prices. The Referrer may not offer or promise a discount, rebate, credit or other incentive in connection with the Program.

3.5 DealStake's records. DealStake determines Attribution from its own records, which are conclusive absent manifest error.

4. Commissions

4.1 Rate. DealStake pays the Referrer a Commission equal to 15 percent of each Eligible Payment.

4.2 When a Commission is earned. A Commission is earned when DealStake records an Eligible Payment as received, and is subject to Sections 6 and 7.

4.3 What is included. The Commission is calculated on the amount DealStake receives before sales tax and before DealStake's own costs and the Payment Provider's charges, which DealStake bears.

4.4 What is not included. No Commission is payable on the purchase of a list through the Marketplace, on sales tax, on complimentary Credits, on amounts DealStake does not receive, or on any payment received after the Commission Period ends.

4.5 The terms of an Attribution stand. The rate, the Commission Period and the other terms that apply to a Referred Customer are those in force on the date of its Attribution, and they stand for that Referred Customer's Commission Period. A change to the Program under Section 13 applies to businesses credited after the change takes effect.

5. Statements and Payment

5.1 Monthly Statement. Within the first days of each month DealStake issues a Statement on the Referrals page for the month just ended, showing each Commission earned in that month, any adjustment under Section 6 or Section 7, any balance carried forward and the amount payable.

5.2 Payment. Subject to Section 5.3, DealStake pays a month-end balance of $50 or more through the Payment Provider to the account the Referrer has set up with it, by transfer during the month that follows the month in which the Commissions were earned. A balance under $50 is carried forward and paid once the balance reaches $50. When the Referrer's participation ends, any balance owed is paid on the next Statement whether or not it reaches $50. All amounts are in United States dollars, and no interest accrues on a balance.

5.3 Onboarding first. DealStake cannot pay a Referrer who has not completed the Payment Provider's onboarding, which includes giving the Payment Provider the Referrer's legal name, address, tax identification number and bank details on the Payment Provider's pages. A balance owed to a Referrer who has not completed onboarding is carried forward until onboarding is complete. If a transfer fails, DealStake retries it once the cause is resolved, and the balance remains owed. DealStake holds any balance it cannot pay, and remits it to a state where unclaimed property law so requires.

5.4 The record. The Statement and the Referrals page are DealStake's accounting record of what the Referrer has earned and been paid; a Statement is not an amendment of the Agreement. The Referrer should tell DealStake within sixty days after a Statement is issued if the Referrer believes it is wrong, and DealStake will review it and correct any error under Section 6.3.

6. Refunds, Disputes and Adjustments

6.1 Refunds and Chargebacks. If an Eligible Payment is refunded or charged back, in whole or in part, the Commission on it is reduced in the same proportion. If the Commission has already been paid, the reduction is deducted from the next Statement.

6.2 Disputes. While a dispute is open on an Eligible Payment, the Commission on the disputed amount is held and shown as held. If the dispute ends in DealStake's favor, the Commission is restored on the next Statement after DealStake confirms the outcome. If it ends against DealStake, it is treated as a Chargeback under Section 6.1.

6.3 Corrections. DealStake may correct an error in a Statement, in either direction, on a later Statement, and will say so on that Statement.

6.4 Negative balance. If reductions exceed the Commissions earned, the negative balance carries forward and is set off against later Commissions. DealStake will not pursue a Referrer who has left the Program for a negative balance, except where it arose from the Referrer's fraud or breach of Section 7 or Section 8.

6.5 Amounts not received. No Commission is payable on an amount DealStake does not receive, including a payment that fails, is declined or is withheld by a payment network.

7. Your Own Accounts and Fraud

7.1 Self-referral. No Commission is payable on a Workspace that is the Referrer's own, including a Workspace the Referrer owns or is a member of. DealStake holds the Commission on such a Workspace and shows it as held on the Referrals page while it reviews the facts, and tells the Referrer the outcome.

7.2 Fraud. No Commission is payable on a Workspace created or paid for through fraud, including a sign-up the Referrer or a person acting with the Referrer made to earn a Commission, a payment made with a stolen or unauthorized card, impersonation of DealStake or of a business, or any manipulation of the Referral Link, the Referral Code or the sign-up page. DealStake may hold a Commission while it reviews the facts, and a Commission that arose from fraud is forfeited.

8. Promoting DealStake

8.1 Truthful statements only. The Referrer will describe DealStake and the Services truthfully, from the Referrer's own experience or from what DealStake has published, and will make no false, unsupported or misleading claim about them.

8.2 No spam. The Referrer will not send unsolicited bulk email, text messages or direct messages, and will not submit the Referral Link or Referral Code through forms, comment fields or automated posting. Any commercial email, text message or call the Referrer uses to promote DealStake will comply with the laws that govern it, including the CAN-SPAM Act of 2003 (15 U.S.C. 7701 and following) and the Telephone Consumer Protection Act (47 U.S.C. 227), and the Referrer will honor any request to stop. A Referrer who is also a DealStake customer will never place a Referral Link in outreach sent through the Services. Posting to the Referrer's own audience, with the disclosure in Section 9, is permitted.

8.3 Financing claims. DealStake provides software and does not provide, arrange, broker or decide on financing. The Referrer will not describe DealStake as doing so, and will not promise any business an approval, a rate or an amount of financing. Commissions are paid only for referring a business to DealStake's software and are never paid for referring, arranging or introducing financing.

8.4 Search advertising and impersonation. The Referrer will not bid on the DealStake name, its marks or look-alike terms in paid search or paid social advertising, will not register domain names or social media accounts that imitate DealStake, and will not present itself as DealStake or as its agent.

8.5 Use of DealStake's name and materials. DealStake gives the Referrer a limited, revocable, non-exclusive permission to use DealStake's name and the logos, screenshots and descriptions DealStake publishes for the Program, only to promote the Services truthfully under these Terms. The permission ends with the Referrer's participation.

8.6 Review of presentation. DealStake may review how the Referral Link is presented, may give the Referrer instructions on disclosure and presentation, and may suspend a link that is presented deceptively or in breach of this Section until the presentation is corrected.

9. Telling People You Earn a Commission

9.1 Disclosure. Wherever the Referrer shares the Referral Link or Referral Code, the Referrer will state clearly, and close to the link or code, that the Referrer is paid when a business signs up through it and spends with DealStake. The words are the Referrer's own, and must be placed where a reader, viewer or listener cannot miss them. "I earn a commission on purchases a business makes with DealStake after signing up through this link" is an acceptable example; in video or audio, say it aloud.

9.2 Why. A paid connection between the Referrer and DealStake could affect how a reader weighs the Referrer's recommendation, and the law may require the disclosure. DealStake monitors how its Referral Links are presented, may ask the Referrer to correct a missing or hidden disclosure, and may suspend the link until it is corrected.

10. Taxes and Payment Information

10.1 Information given to the Payment Provider. To be paid, the Referrer gives the Payment Provider the Referrer's legal name, address, tax identification number and bank account details on the Payment Provider's own pages, under the Payment Provider's agreement with the Referrer: the Stripe Connected Account Agreement, which includes the Stripe Services Agreement (stripe.com/connect-account/legal), and Stripe's privacy policy (stripe.com/privacy). By joining the Program, the Referrer authorizes DealStake to share the Referrer's information and payout details with the Payment Provider for that purpose. DealStake does not ask for, and does not store in the Services, the Referrer's bank account number or tax identification number; it receives from the Payment Provider the status of the Referrer's account and the last digits of the bank account, so that the Referrals page can show where payouts go.

10.2 Information returns. Where the law requires, the Payment Provider prepares and files information returns about Commissions with the tax authorities on DealStake's behalf, and delivers the Referrer's copy electronically with the Referrer's consent, or otherwise by post. Whether a return is required depends on the applicable reporting and withholding rules. A Referrer who receives no form remains responsible for reporting the income.

10.3 Withholding. DealStake may withhold from a payment, and pay over to a tax authority, any amount the law requires. A missing or incorrect tax identification number can require backup withholding at the rate set by law, and the Payment Provider may pause payouts until the number is verified.

10.4 Your taxes. Commissions are stated before any tax owed by the Referrer. The Referrer is responsible for its own income, self-employment and other taxes. DealStake gives no tax advice.

11. Independent Contractor

11.1 Relationship. The Referrer is an independent contractor. Nothing in the Agreement creates an employment, agency, partnership, franchise or joint venture relationship. The Referrer has no authority to bind DealStake, to speak for it or to make any commitment on its behalf, and is entitled to no employee benefit. The Referrer decides how, when and whether to promote DealStake within the limits of Section 8.

11.2 Conflicts. A Referrer who is employed by, or acts for, a business must not use the Program to be paid for that business's own purchase of the Services without the business's authorization.

12. Your Information and Referred Customers' Information

12.1 What DealStake keeps. DealStake keeps the name and, if given, the business name the Referrer enters, the email address the Referrer signs in with, the record of acceptance described in Section 1.2 (which includes the time, the email address signed in with, the IP address and the browser), the Referral Code, each Attribution, each Commission, each Statement and payment, and the identifier of the Referrer's account with the Payment Provider. The Privacy Policy describes how DealStake handles this information. DealStake never resells your data.

12.2 What the Referrer sees. The Referrals page shows the Referrer the business name of each Referred Customer, the date it was credited, the Commissions it earned and when its Commission Period ends. It shows nothing else about the Referred Customer's Workspace, lists, conversations or contacts. The Referrer may use this information to administer its participation, keep its own records, meet its tax obligations and enforce its rights under the Agreement, and may share it with its advisers for those purposes and as the law compels, and for no other purpose.

12.3 The Referred Customer's data stays its own. As between DealStake and a Referred Customer, the Terms of Service govern what belongs to the Referred Customer, and nothing in these Terms gives the Referrer any right in it. DealStake never resells your data, and never resells the lists a business buys through the Marketplace.

12.4 The name you give. The name the Referrer gives DealStake is shown to a business that opens the Referral Link or enters the Referral Code, so that it knows who referred it.

12.5 Leaving. When the Referrer's participation ends, DealStake retires the Referral Link, pays any balance owed under Section 5.2, and removes the Referrer's name and business name from the Program records once that balance is paid, or ninety days after participation ends if no balance can be paid because the Referrer never completed the Payment Provider's onboarding (the unpaid balance stays owed under Section 5.3). The Referrer's sign-in address is kept only so that the Referrer can read its Statements, and is removed when the Referrer asks or when the Statements are no longer kept. DealStake keeps the Statements, the Commission ledger, the identifier of the Referrer's account with the Payment Provider and the record of acceptance described in Section 1.2, for as long as tax, accounting and other law and the administration of any remaining payment or claim require; the Payment Provider keeps the identity, bank and tax details it collected under its own terms. Closing or deleting a Workspace the Referrer owns does not end the Referrer's participation in the Program.

13. Changes to the Program

13.1 Prospective only. DealStake may change the Program and these Terms. A change takes effect only for the future and never reduces a Commission already earned. Under Section 4.5, a Referred Customer already credited to the Referrer keeps the terms it was credited under for its Commission Period, and a change applies to businesses credited after the change takes effect.

13.2 Notice. For a change that reduces what a Referrer can earn on future referrals or adds a duty, DealStake gives at least thirty days' notice by email to the address on the Referrer's account and on the Referrals page. Sharing the Referral Link, or receiving a new Attribution, after the effective date is acceptance of the change; receiving Commissions on an existing Attribution is not. A Referrer who does not accept may leave the Program before that date, with the effect described in Section 14.3. Other changes take effect when posted with a new effective date. DealStake keeps every version of these Terms and records the version that applies to each Attribution.

14. Term and Termination

14.1 Leaving. The Referrer may leave the Program at any time on the Referrals page.

14.2 Termination by DealStake. DealStake may end the Program, or the Referrer's participation in it, on thirty days' notice. DealStake may suspend the Referrer's link, or end the Referrer's participation immediately on notice, if the Referrer materially breaches the Agreement, including Section 7, Section 8, Section 9 or Section 12.2, commits fraud, or if the law prevents payment.

14.3 Effect. When participation ends, the Referral Link stops working and no new Attribution is made. If the Referrer leaves, no Commission is earned on a payment DealStake records after the end date, any balance owed is paid under Section 5.2, and the Referrer keeps read-only access to its Statements. If DealStake ends the Program, or ends the Referrer's participation other than for breach or fraud, Commissions on Referred Customers credited before the end date continue to be earned for the rest of each Commission Period and are paid under Section 5, and the Referrer keeps access to its Statements. A Referrer whose participation ends for breach of Section 7 or Section 8 or for fraud forfeits any Commission that arose from the breach or fraud, and is paid the rest.

14.4 Survival. Sections 1, 4.5, 5, 6, 7, 10, 11, 12, 14.3, 15, 16, 17 and 18 survive the end of participation.

15. No Guarantee and Indemnity

15.1 No promise of earnings. DealStake makes no promise that any business will sign up through the Referral Link, that any Referred Customer will make an Eligible Payment, or that the Referrer will earn any amount. DealStake may decline, suspend or close a Referred Customer's Workspace under the Terms of Service, and the Referrer has no claim arising from that decision.

15.2 The Services. The Services and a Referred Customer's use of them are governed by the Terms of Service. These Terms give the Referrer no right in the Services.

15.3 Indemnity. The Referrer will defend and indemnify DealStake against third-party claims, and the resulting losses and reasonable costs, that arise from the Referrer's promotion of DealStake in breach of Section 8 or Section 9, from a false or misleading statement the Referrer makes about DealStake or the Services, or from the Referrer's fraud. DealStake will notify the Referrer of the claim, allow the Referrer to control its defense with counsel reasonably acceptable to DealStake, and will not settle it without the Referrer's consent, which the Referrer will not unreasonably withhold.

16. Limitation of Liability

16.1 Exclusions. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OR GOODWILL, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

16.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, DEALSTAKE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, OTHER THAN ITS OBLIGATION TO PAY COMMISSIONS EARNED UNDER THE AGREEMENT, IS LIMITED TO THE GREATER OF ONE THOUSAND DOLLARS AND THE COMMISSIONS PAID TO THE REFERRER IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

16.3 Exceptions. Sections 16.1 and 16.2 do not limit DealStake's obligation to pay Commissions earned under the Agreement, the Referrer's obligations under Section 15.3, either party's liability for fraud, gross negligence or willful misconduct, or any liability that cannot be limited by law.

17. Governing Law and Disputes

17.1 Governing law. The Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules.

17.2 Discussion first. Before starting any proceeding, a party will give the other written notice of the dispute, and the parties will discuss it in good faith for thirty days, except that either party may seek an injunction or other interim relief at any time to protect its rights.

17.3 Courts and jury waiver. After that period, any proceeding will be brought exclusively in the state or federal courts located in New York County, New York, and each party submits to their jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.

18. General

18.1 Entire agreement. The Agreement is the entire agreement between the parties for the Program and supersedes any earlier discussion about it. It does not change any other agreement between the parties.

18.2 Assignment. The Referrer may not assign the Agreement or any right to a Commission without DealStake's written consent. DealStake may assign the Agreement to an affiliate or to a successor to its business, and will give notice when it does.

18.3 Notices. Notices to DealStake go to referrals@dealstake.io or to the address in Section 19. Notices to the Referrer go to the email address on the Referrer's account and are effective when sent, and a notice under Section 13.2 is also shown on the Referrals page.

18.4 Severability and waiver. If a provision of the Agreement is unenforceable, it is modified to the minimum extent needed to make it enforceable and the rest remains in effect. A failure to enforce a provision is not a waiver of it.

18.5 Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, other than an obligation to pay money.

18.6 Sanctions. The Referrer represents that it is not subject to United States sanctions and will not promote DealStake in violation of United States export or sanctions laws.

18.7 Language and versions. These Terms are written in English. The version published on the Referrals page and at dealstake.io on the Acceptance Date governs the Referrer's participation, and each Attribution carries the version in force on its date, as Section 13 describes.

19. Contact

DealStake Inc., 16192 Coastal Hwy, Lewes, DE 19958. Email referrals@dealstake.io.