Referral Program Terms

These terms and conditions (the “Terms”) govern the Koah publisher referral program (the “Program”) operated by Koah Labs, Inc., a California corporation (“Koah” or the “Company”). Under the Program, a referral partner (“Partner”) may refer prospective publishers to the Company in exchange for the fees described below. Participation is subject to a countersigned Referral Partner Agreement between the Company and Partner incorporating these Terms; in the event of a conflict, the countersigned agreement controls.

1. THE REFERRAL RELATIONSHIP

a. Referrals. Partner may refer to the Company publishers that may be interested in monetizing with Koah (each, a “Referred Publisher”). Partner acts on a non-exclusive basis and at its own discretion. Nothing in these Terms obligates Partner to refer, or the Company to accept, any referral.

b. Referral Submission. To be eligible, Partner must submit each referral to the Company in writing (by email, Slack, or text message) identifying the Referred Publisher and a contact, before any other contact occurs. A referral qualifies only if the Company has had no prior contact with such Referred Publisher (a “Referral Submission”). The Company will accept or deny the Referral Submission in writing within ten (10) business days.

c. Qualified Referrals; Company Approval. The Company may accept or deny any Referral Submission in its sole discretion and for any or no reason. If accepted by the Company, a Referral Submission becomes a “Qualified Referral” only once such Referred Publisher has been successfully integrated with and is live on the Koah platform. A Referral Submission will lapse and be of no further effect if the Referred Publisher does not go live on the Koah platform within one hundred eighty (180) days of the date of the Referral Submission. After any such lapse, the Referred Publisher may be re-referred by any partner.

d. Determinations Final. The Company’s determination of whether a referral is a Qualified Referral, of which partner made the first contact, and of the applicable fee tier, is final. The Company is under no obligation to enter into any agreement with any Referred Publisher, and any such decision is in the Company’s sole discretion.

e. Referral Management. Once the Company accepts a Referral Submission, all subsequent contact with the Referred Publisher regarding the Company’s products and services will be at the Company’s direction.

2. COMPENSATION

a. Referral Fee. For each Qualified Referral, the Company will pay Partner a one-time referral fee (the “Referral Fee”) determined by the Referred Publisher’s U.S.-based query volume, measured as queries per month over the trailing thirty (30) day period at the time the referral qualifies, according to the tier table in Exhibit A. The Referral Fee is a fixed amount per tier.

b. Payout Trigger. A Referral Fee becomes payable only after the Referred Publisher has been live and active on the Koah platform for forty-five (45) consecutive days. No fee is payable for a Referred Publisher that does not go live or that ceases activity before completing the 45-day period.

c. Entity Payment. The Company will pay the Referral Fee only to Partner as a business entity, through the same Stripe payout account the Company uses to pay Partner’s publisher revenue share. No invoice is required. The Company will not pay any Referral Fee to an individual. Partner represents that it is authorized to receive the Referral Fee on behalf of its entity. If Partner wishes the Referral Fee paid to an entity other than the one party to its publisher agreement, Partner must notify the Company in writing and complete Stripe onboarding for that entity before payment can be made.

d. Payment Timing. The Company will pay each undisputed Referral Fee within thirty (30) days after the Referred Publisher completes the 45-day period described in Section 2(b). No invoice is required. All payments are in U.S. dollars. The Referral Fee is a one-time payment; no recurring, renewal, or downstream fees are payable.

e. Payment Processing; Taxes. THE COMPANY DOES NOT ITSELF PROCESS PAYOUTS. Referral Fees are paid using Stripe, Inc. and its affiliates (“Stripe”), a third-party payment processor, and are subject to the Stripe terms and policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy at https://stripe.com/privacy. Because Partner participates in the Program as an existing Koah publisher, Partner will ordinarily already have completed Stripe onboarding for its entity, including any tax information Stripe collects; where it has, no further paperwork is required to receive a Referral Fee. Partner is responsible for maintaining a current and complete Stripe payout account, and the payment period in Section 2(d) is extended for so long as that account is incomplete, suspended, or otherwise unable to receive payouts. Partner is solely responsible for all taxes on the Referral Fee, and the Company may withhold where required by law. Partner will indemnify the Company against any claims arising from Partner’s failure to pay such taxes.

3. PARTNER REPRESENTATIONS AND WARRANTIES

Partner represents, warrants, and covenants, as of each Referral Submission and payment, that:

• it refers on behalf of, and the Referral Fee is paid to, its business entity, and the individual signing is authorized to bind that entity;
• accepting the Referral Fee does not violate any law, policy, agreement, or duty Partner or its personnel owe to any third party, including any employer of Partner’s personnel and the Referred Publisher;
• Partner is not an employee, officer, agent, or decision-maker of the Referred Publisher, and does not control or influence the Referred Publisher’s selection of vendors or monetization partners;
• Partner will make no misrepresentations about the Company or its products and will use only Company-approved materials in connection with any referral; and
• Partner has obtained all consents required under applicable law for any personal data of Referred Publisher contacts that Partner provides to the Company.

4. CONFIDENTIALITY

Each party (as “Recipient”) will hold in confidence and not disclose or use, except to perform under these Terms, any non-public information disclosed by the other party (as “Disclosing Party”), including the terms of the parties’ agreement, the identities and query volumes of Referred Publishers, and the Company’s pricing and revenue information. Recipient will protect such information with at least reasonable care. This Section does not apply to information that is or becomes public through no fault of Recipient, is independently developed, or is required to be disclosed by law (with notice where permitted). Upon termination or expiration, each party shall, at the Disclosing Party’s election, return or destroy all Confidential Information of the other party and certify such return or destruction in writing. The confidentiality obligations of this Section 4 shall survive termination for three (3) years.

5. TERM, MODIFICATION, AND TERMINATION

a. Term. Partner’s participation begins on the effective date of its countersigned Referral Partner Agreement and continues until terminated.

b. Program Changes. The Company may modify, suspend, or discontinue the Program or these Terms (including fee tiers and amounts) at any time in its sole discretion, effective on notice. Changes apply prospectively. Referral Submissions accepted by the Company before the effective date of any fee change will be compensated at the fee tier in effect at the time of the acceptance.

c. Termination. Either party may terminate for convenience on thirty (30) days’ written notice, and either party may terminate immediately for the other’s uncured material breach (10 days’ notice) or insolvency.

d. Survival. Referral Fees for referrals that became Qualified Referrals before termination remain payable on their terms. The Compensation, Partner Representations, Confidentiality, Indemnification, and General Provisions sections survive termination.

6. INDEMNIFICATION AND LIMITATION OF LIABILITY

a. Indemnification. Each party will indemnify, defend, and hold harmless the other and its affiliates and their respective directors, officers, employees, and agents from third-party claims arising out of the indemnifying party’s material breach of these Terms or violation of law.

b. Limitation. EXCEPT FOR CONFIDENTIALITY BREACHES AND INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR REVENUE. EACH PARTY’S TOTAL LIABILITY WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. GENERAL PROVISIONS

a. Independent Contractors. The parties are independent contractors. Nothing creates an agency, partnership, joint venture, or employment relationship, and neither party may bind the other.

b. Compliance; Anti-Corruption. Each party will comply with all applicable laws. Partner represents it has not and will not offer or accept any bribe, kickback, or improper payment, and will comply with the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws.

c. Non-Exclusive. The Program is non-exclusive; either party may enter into similar arrangements with others.

d. Publicity; Trademarks. Neither party may use the other’s name, logo, or trademarks without prior written consent, except as expressly permitted in writing. Any Company-authorized use must follow the Company’s brand guidelines.

e. Assignment. Neither party may assign without the other’s prior written consent (not unreasonably withheld), except in connection with a merger or sale of substantially all assets.

f. Governing Law; Venue. These Terms are governed by the laws of the State of California, without regard to conflicts principles, and the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

g. Entire Agreement; Amendment. The countersigned Referral Partner Agreement, together with these Terms and their Exhibits, is the entire agreement on its subject matter and supersedes prior understandings. Any amendment must be in writing and signed by both parties.

h. Severability; Waiver; Counterparts. If any provision is unenforceable, the rest remains in effect. No waiver is effective unless in writing. The agreement may be executed in counterparts, including by electronic signature.

i. Notices. Notices must be in writing to the addresses in the signature block (or the Referral Submission channel for operational notices) and are effective on receipt.

EXHIBIT A — REFERRAL FEE TABLE

The Company will pay Partner the one-time Referral Fee below for each Qualified Referral, based on the Referred Publisher’s U.S.-based query volume (queries per month, measured over the trailing 30-day period) at the time the referral qualifies (“Queries Per Month”).

• Tier 1 — above 4M U.S.-based queries per month — $20,000
• Tier 2 — above 500K up to 4M U.S.-based queries per month — $10,000
• Tier 3 — 100K up to 500K U.S.-based queries per month — $2,500

Fees are one-time per Qualified Referral and are payable after the Referred Publisher completes 45 days live.

Query volume is measured over the trailing 30-day period and counts U.S.-based queries only.

Tier boundaries are inclusive at the lower bound: a Referred Publisher at exactly 500K moves up to Tier 2, and at exactly 4M to Tier 1.

The Company may increase the fee in its sole discretion where volume materially exceeds the top tier.

For the avoidance of doubt, publishers with fewer than 100,000 U.S.-based Queries Per Month are not eligible for a Referral Fee under this Program.