INTERNOODLE REFERRAL PARTNER PROGRAM AGREEMENT

Last updated: August 1, 2026

This Referral Partner Program Agreement (“Agreement”) is entered into as of the date of acceptance by the Partner (the “Effective Date”) between:

Internoodle (or the legal entity operating the Service) (“Company”, “we”, “us”), and the individual or entity accepted into the Referral Partner Program (“Partner”, “you”).

By applying to and being accepted into the Referral Partner Program, or by accepting this Agreement electronically, you agree to be bound by these terms.

1. Appointment

Company appoints Partner as a non-exclusive independent partner to promote the Internoodle service primarily to financial advisors, insurance agents, and other professionals. Partner is an independent contractor and not an employee, partner, joint venturer, or agent of Company.

2. Eligibility and Application Requirements

• Partner must provide accurate and complete information when applying and at all times while participating in the Program.
• Applications submitted with free personal email addresses (including but not limited to Gmail, Yahoo, Hotmail, Outlook.com, iCloud, AOL, and similar) will generally be rejected. A business or professional email address is required to help reduce spam and low-quality applications.
• Company reserves the right to approve or reject any application at its sole discretion.

3. Commission Structure

• Partner earns commission on Qualifying Referrals for a period of twelve (12) months from the date the referred customer begins paying.
• Commission is calculated on the list price of the plan, not on any discounted amount the customer actually pays.
• Current example: On a $99/user/month plan, Partner earns $14.85 per month for each active paying user for 12 months.
• If a customer uses Partner’s discount code (25% off for the first 3 months), the discount is absorbed by Company. Partner’s commission remains based on the full list price.
• Commission continues only while the referred customer remains an active paying subscriber. When the customer cancels or stops paying, commission on that account ends.
• No clawbacks on commissions already paid, except in the case of a refund issued within the first 14 days of the customer’s paid subscription.
• Qualifying Referral means a new customer who arrives via Partner’s unique tracking link or discount code, creates an account, and becomes a paying subscriber. Attribution window: 90 days.

4. Partner Benefits

Company will provide Partner with a unique vanity landing page and discount code, free data migration for successful referrals, an extended 45-day trial for referred customers, a demo account, tracking dashboard, and a named contact at Company.

5. Payment Terms

Commissions are calculated monthly and paid NET-30. Partner is responsible for any applicable taxes.

6. Use of the Service and Account Rules

If Partner is given access to a demo account or uses the Service in any capacity:

• Partner must provide accurate and complete registration information.
• Partner is solely responsible for the security of any passwords and for all activity under Partner’s account(s).
• Partner’s use of the Service must comply with all applicable laws, regulations, and ordinances.
• Partner agrees not to engage in any activity that interferes with or disrupts the Service.
• Company reserves the right to enforce quotas and usage limits at its sole discretion, with or without notice, which may result in disabling or throttling Partner’s access.
• Partner may not allow multiple people to use the same account or otherwise access the Service in a manner intended to avoid fees or limits.
• Partner shall not use the Service for any unlawful purpose or in any way that could harm Company or other users.

7. Privacy Policy

The Service and Partner’s participation in the Referral Partner Program are subject to Company’s Privacy Policy (the “Privacy Policy”), which is hereby expressly incorporated into this Agreement by reference. Partner agrees to the collection, use, storage, and processing of Partner’s data (and any data Partner submits) in accordance with the Privacy Policy.

8. Partner Obligations and Promotional Practices

Partner agrees to promote the Service honestly, disclose the commercial relationship where required by law, and not engage in spam, brand bidding without permission, cookie stuffing, misleading claims, or promotion on illegal, hateful, or adult sites. Honest negative reviews and comparisons are permitted.

9. Promotional Practices and Anti-Spam Guidelines

Partner agrees to promote the Service in a professional, non-spammy manner that complies with all applicable platform rules (including TikTok, Instagram, YouTube, Facebook, LinkedIn, X/Twitter, and others) and Canadian anti-spam legislation (CASL).

Partner must not:

• Engage in excessive, repetitive, or automated posting that violates platform rate limits or community guidelines
• Use misleading claims, clickbait that does not accurately represent the Service, or fake engagement tactics
• Post identical or near-identical content across multiple accounts in a way that appears artificial
• Use bots, purchased engagement, or any form of artificial inflation
• Violate any social media platform’s terms of service or advertising policies

To create effective promotional content while staying within platform norms, Partner must:

• Build a library of content by mixing different opening hooks, main message styles, and closing calls-to-action. This approach helps you produce many unique videos instead of repeating the same format.
• Limit posting to a maximum of five videos per day on any single account, and space them at least two hours apart.
• Keep most videos under 20 seconds to improve viewer completion rates.
• Study high-performing videos that promote software or professional tools and adapt successful patterns to Internoodle.
• Introduce the product or its main benefit within the first 12 seconds so viewers quickly understand the value.
• If you create faceless or screen-capture style videos, you may add a small, unobtrusive “Made with Internoodle” watermark when it feels appropriate.

Partner must focus on clear, useful content that shows how the platform helps your clients and referrals, not pure promotional repetition that can be construed as spam.

Company reserves the right to review promotional activity and to suspend or terminate Partner status if promotional methods are deemed spammy, misleading, or harmful to the brand or to platform relationships.

10. Intellectual Property

Company retains all ownership of its trademarks, branding, software, and content. Partner receives only a limited, revocable license to use approved marks for promotion under this Agreement.

11. Term and Termination

Either party may terminate this Agreement with 14 days’ written notice, or immediately for material breach. Legitimate commissions earned up to termination will still be paid according to the normal schedule.

12. Dispute Resolution – Mediation and Arbitration

In the event of any dispute arising out of or relating to this Agreement:

1. The parties shall first attempt to resolve the dispute through good-faith mediation.
2. If mediation does not resolve the dispute within 30 days (or such longer period as the parties agree), the dispute shall be resolved by binding individual arbitration rather than in court.
3. Arbitration shall be conducted in Alberta, Canada (or another mutually agreed location).
4. Each party waives the right to a trial by jury and the right to participate in any class action or representative proceeding.
5. Notwithstanding the above, either party may seek injunctive or other equitable relief in court to protect intellectual property or confidential information.

13. Limitation of Liability

To the maximum extent permitted by law, Company’s total liability under this Agreement shall not exceed the total commissions paid to Partner in the twelve (12) months preceding the claim. Company is not liable for indirect, incidental, special, or consequential damages.

14. Indemnification

Partner agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Partner’s promotional activities, representations, or statements about the Service;
• Partner’s breach of this Agreement or of any applicable law or regulation, including anti-spam legislation (CASL) and platform terms of service;
• Partner’s infringement of any intellectual property or other right of any third party; or
• Partner’s use of the Service or any demo account.

Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner, in which case Partner agrees to cooperate with Company’s defense.

15. Governing Law

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada.

16. Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy incorporated by reference, constitutes the entire agreement between the parties regarding the Referral Partner Program and supersedes all prior understandings or agreements, whether written or oral. Company may update commission rates or program rules with reasonable notice; continued participation after notice constitutes acceptance.

17. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

18. Waiver

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

19. Assignment

Partner may not assign or transfer this Agreement, or any rights or obligations under it, without Company’s prior written consent. Company may freely assign this Agreement, including in connection with a merger, acquisition, reorganization, or sale of assets. This Agreement binds and benefits the parties and their permitted successors and assigns.