DARTNODE REFERRAL PROGRAM AGREEMENT

Effective Date: January 1, 2025 | Last Revised: January 22, 2025

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This Referral Program Agreement ("Agreement") governs participation in the DartNode Referral Program ("Program") operated by Snaju Inc., doing business as DartNode ("DartNode," "Company," "we," "us," or "our"). By enrolling in or participating in the Program, you ("Referrer," "Affiliate," "you," or "your") agree to be bound by this Agreement.

THIS AGREEMENT IS A LEGALLY BINDING CONTRACT. BY PARTICIPATING IN THE PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS SET FORTH HEREIN.

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ARTICLE I - PROGRAM ENROLLMENT

Section 1.1 - Eligibility. To participate in the Program, you must:

1. Be at least eighteen (18) years of age or the age of legal majority in your jurisdiction;
2. Have an active DartNode account in good standing;
3. Provide accurate and complete enrollment information;
4. Agree to the terms of this Agreement;
5. Comply with all applicable laws and regulations.

Section 1.2 - Application Review. DartNode reserves the right to approve or reject any Program application at its sole discretion without explanation. DartNode may also suspend or terminate participation at any time for any reason.

Section 1.3 - Account Information. You must provide and maintain accurate contact and payment information. Failure to maintain accurate information may result in delayed or forfeited commissions.

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ARTICLE II - COMMISSION STRUCTURE

Section 2.1 - Base Commission Rate. Referrers shall earn commissions as follows:

1. Initial Purchase: Thirty percent (30%) of the net revenue from the Referred Customer's first qualifying purchase;
2. Recurring Payments: Thirty percent (30%) of the net revenue from each subsequent renewal payment made by the Referred Customer.

Section 2.2 - Net Revenue Definition. "Net revenue" means the gross payment amount minus:

1. Payment processing fees;
2. Applicable taxes;
3. Refunds, credits, or chargebacks;
4. Promotional discounts or credits applied.

Section 2.3 - Referral Tracking.

1. Cookie Duration: Referral tracking uses a one hundred twenty (120) day cookie. The Referred Customer must sign up within 120 days of clicking your referral link for you to receive credit.
2. Attribution: If a Referred Customer clears cookies or uses a different device, the referral may not be tracked. DartNode is not responsible for lost referrals due to technical limitations.
3. Last-Click Attribution: If multiple referrers promote to the same customer, credit goes to the last referral link clicked before signup.

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ARTICLE III - QUALIFYING REFERRALS

Section 3.1 - Qualifying Requirements. For a referral to qualify for commission:

1. The Referred Customer must be a new customer who has never previously had a DartNode account;
2. The Referred Customer must sign up using your unique referral link or code;
3. The Referred Customer must complete a qualifying purchase;
4. The payment must be completed successfully without chargeback or refund;
5. The Referred Customer must not be yourself, a family member, or an entity you control.

Section 3.2 - Non-Qualifying Referrals. The following do NOT qualify for commissions:

1. Self-Referrals: You cannot refer yourself or accounts you own or control;
2. Existing Customers: Current or former DartNode customers;
3. Fraudulent Signups: Fake accounts or accounts created solely for referral fraud;
4. Refunded Orders: Orders that are subsequently refunded;
5. Chargebacks: Orders resulting in chargebacks;
6. Free Services: Free trials or promotional services;
7. Policy Violations: Accounts terminated for policy violations.

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ARTICLE IV - BONUS REWARDS

Section 4.1 - Volume Bonuses. In addition to commissions, Referrers may earn bonus rewards based on total cumulative referral volume:

Tier	Total Referral Volume	Bonus Reward
Tier 1	$1,000	$25.00
Tier 2	$5,000	$100.00
Tier 3	$10,000	$250.00
Tier 4	$25,000	$500.00
Tier 5	$50,000	$1,000.00

Section 4.2 - Bonus Eligibility. Volume bonuses:

1. Are calculated based on gross referral volume before deductions;
2. Are one-time bonuses paid when each tier is first reached;
3. Are subject to the same payout requirements as commissions.

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ARTICLE V - PAYMENT TERMS

Section 5.1 - Minimum Payout. Commissions are payable only after the Referrer has accumulated at least one hundred United States dollars ($100.00 USD) in earned commissions.

Section 5.2 - Payout Schedule. Payouts are processed on a monthly basis, typically within the first fifteen (15) days of the following month, for commissions earned and cleared in the previous month.

Section 5.3 - Commission Clearing Period. Commissions are held for thirty (30) days after the qualifying transaction to allow for potential refunds or chargebacks. Cleared commissions become payable after this holding period.

Section 5.4 - Payment Methods. Available payout methods include:

1. Account Credit: Applied to your DartNode account balance;
2. PayPal: Transfer to your verified PayPal account;
3. Direct Deposit (ACH): Bank transfer (US accounts only);
4. Check: Mailed to your verified address (US addresses only, $25 minimum).

Section 5.5 - Payment Information. You are responsible for providing accurate payment information. DartNode is not responsible for payments sent to incorrect accounts due to inaccurate information provided by you.

Section 5.6 - Forfeiture. Unpaid commissions may be forfeited if:

1. Your account is terminated for violation of this Agreement or DartNode policies;
2. The commission was earned through fraudulent means;
3. You fail to provide valid payment information within twelve (12) months;
4. Your account remains inactive for twelve (12) months or more.

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ARTICLE VI - REFERRER OBLIGATIONS

Section 6.1 - Lawful Promotion. Referrer agrees to:

1. Use only lawful methods to promote DartNode;
2. Comply with all applicable advertising laws and regulations;
3. Comply with FTC disclosure requirements for affiliate marketing;
4. Not engage in spam, unsolicited communications, or deceptive practices;
5. Clearly disclose the affiliate relationship when promoting DartNode.

Section 6.2 - Prohibited Promotion Methods. The following promotional methods are strictly prohibited:

1. Spam: Unsolicited email, SMS, or social media messages;
2. Misleading Claims: False or exaggerated claims about DartNode services;
3. Trademark Abuse: Bidding on DartNode trademarks in paid advertising;
4. Cookie Stuffing: Forcing referral cookies without user knowledge;
5. Incentivized Signups: Paying users to sign up solely for referral credit;
6. Fake Reviews: Creating fake reviews or testimonials;
7. Impersonation: Representing yourself as a DartNode employee;
8. Adult Content: Promoting on adult or illegal content sites;
9. Malware: Using malware, adware, or browser extensions to generate referrals.

Section 6.3 - Accurate Representation. Referrer shall not:

1. Make unauthorized promises about pricing, features, or service levels;
2. Guarantee specific uptime, performance, or results;
3. Misrepresent the relationship between Referrer and DartNode;
4. Use DartNode's name, logos, or trademarks without authorization.

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ARTICLE VII - CHARGEBACKS AND REFUNDS

Section 7.1 - Commission Reversal. If a Referred Customer's transaction results in a chargeback or refund, the associated commission shall be:

1. Reversed if not yet paid out;
2. Deducted from future commissions if already paid;
3. Subject to recovery if the Referrer's account is terminated.

Section 7.2 - Fraud Liability. If a pattern of chargebacks or fraudulent referrals is detected, DartNode may:

1. Suspend commission payments pending investigation;
2. Terminate the Referrer's participation in the Program;
3. Withhold or recover commissions paid on fraudulent referrals;
4. Report suspected fraud to appropriate authorities.

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ARTICLE VIII - INTELLECTUAL PROPERTY

Section 8.1 - Limited License. DartNode grants Referrer a limited, non-exclusive, revocable license to use DartNode's approved marketing materials, logos, and trademarks solely for promoting DartNode through the Program.

Section 8.2 - Restrictions. Referrer shall not:

1. Modify DartNode's logos, trademarks, or marketing materials;
2. Use DartNode's intellectual property in any misleading manner;
3. Register domain names containing DartNode trademarks;
4. Create materials that could be confused with official DartNode communications.

Section 8.3 - Termination of License. The license granted herein terminates immediately upon termination of Referrer's participation in the Program.

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ARTICLE IX - INDEPENDENT CONTRACTOR

Section 9.1 - Relationship. Referrer is an independent contractor and not an employee, agent, partner, or joint venturer of DartNode. This Agreement does not create any employment, agency, or partnership relationship.

Section 9.2 - Tax Obligations. Referrer is solely responsible for:

1. All tax obligations arising from commissions earned;
2. Reporting income to applicable tax authorities;
3. Providing accurate tax information (W-9 for US persons) upon request;
4. Compliance with all applicable tax laws.

Section 9.3 - No Benefits. Referrer is not entitled to any employee benefits, insurance, or other compensation beyond commissions earned under this Agreement.

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ARTICLE X - CONFIDENTIALITY

Section 10.1 - Confidential Information. Referrer agrees to keep confidential all non-public information disclosed by DartNode, including:

1. Commission rates and Program terms (unless publicly posted);
2. Marketing strategies and materials;
3. Customer information;
4. Technical or business information.

Section 10.2 - Duration. Confidentiality obligations survive termination of this Agreement.

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ARTICLE XI - TERMINATION

Section 11.1 - Termination by DartNode. DartNode may terminate Referrer's participation in the Program at any time, for any reason, with or without notice. Upon termination for cause (policy violation, fraud, etc.), unpaid commissions may be forfeited.

Section 11.2 - Termination by Referrer. Referrer may withdraw from the Program at any time by providing written notice to DartNode. Earned commissions meeting payout thresholds will be paid according to normal schedule.

Section 11.3 - Effect of Termination. Upon termination:

1. Referrer must cease all promotional activities;
2. All licenses granted herein terminate immediately;
3. Referrer must remove all DartNode marketing materials;
4. Pending commissions remain subject to the terms of this Agreement.

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ARTICLE XII - LIMITATION OF LIABILITY

Section 12.1 - Liability Cap. DARTNODE'S TOTAL LIABILITY TO REFERRER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS EARNED BY REFERRER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Section 12.2 - Exclusion of Damages. IN NO EVENT SHALL DARTNODE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR REVENUE.

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ARTICLE XIII - MODIFICATIONS

Section 13.1 - Agreement Changes. DartNode reserves the right to modify this Agreement at any time by posting revised terms on its website.

Section 13.2 - Continued Participation. Continued participation in the Program after modifications constitutes acceptance of the updated terms.

Section 13.3 - Commission Rate Changes. DartNode may modify commission rates with thirty (30) days' notice. Rate changes apply prospectively to new referrals only.

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ARTICLE XIV - GOVERNING LAW

Section 14.1 - Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without regard to its conflict of law provisions.

Section 14.2 - Jurisdiction. Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Harris County, Texas.

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ARTICLE XV - GENERAL PROVISIONS

Section 15.1 - Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior agreements.

Section 15.2 - Severability. If any provision is held invalid, the remaining provisions shall continue in full force.

Section 15.3 - No Waiver. Failure to enforce any provision shall not constitute a waiver.

Section 15.4 - Assignment. Referrer may not assign this Agreement without DartNode's written consent.

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ARTICLE XVI - CONTACT INFORMATION

Section 16.1 - Program Support. For questions about the Referral Program, contact:

Snaju Inc. d/b/a DartNode
Affiliate Program: [email protected]
General: [email protected]
Phone: (281) 724-4464

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BY PARTICIPATING IN THE DARTNODE REFERRAL PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.