MEMBERS

DASHNEX AFFILIATE PROGRAM AGREEMENT.

Last Modified: October 1, 2024

IMPORTANT: PLEASE REVIEW THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This document constitutes a legal agreement between you, the Affiliate, and DashNex, Inc. ("DashNex" or "we/us"), including

its wholly or partially owned affiliates.

It outlines the operational framework and various aspects of our business relationship.

While some legal terminology is necessary and thus present, we've made an effort to ensure the language remains as clear

and straightforward as possible.

This Affiliate Program Agreement governs your participation in the DashNex Affiliate Program (the "Affiliate Program"). The

terms set forth are critical and your participation in the Affiliate Program is contingent upon your agreement to these terms.

We reserve the right to modify these terms periodically. Additionally, should substantial changes to the Affiliate Program occur,

necessitate an end, or integration into another existing program, including our partner programs, we may replace these terms

entirely. Any such updates or replacements will be communicated to you via digital means, such as an in-app notification or

email.

If you disagree with any proposed updates or replacements, you have the option to terminate your participation in the Affiliate

Program as outlined below.

SECTION 1: DEFINITIONS

Affiliate Program refers to our affiliate program as outlined in this Agreement.

Lead designates a prospect who engages with the Affiliate/Referral Link that is accessible to you through the Affiliate

Launchpad or is otherwise attributed to you as specified in this agreement.

Affiliate/Referral Link denotes the unique tracking link that you deploy on your site or use in other promotional activities.

Affiliate Launchpad is the platform tool provided to you upon your acceptance into the Affiliate Program, enabling your

participation.

Affiliate Levels indicates the different tiers within our affiliate program.

Compensation represents a commission and/or a referral fee in a specified amount awarded for each qualifying user action.

User in a context of this agreement is an individual who uses the DashNex platform and has registered through an

Affiliate/Referral Link.

User Data encompasses all information submitted or collected by the user via the DashNex platform, as well as all content that

the user provides, posts, uploads, inputs, or submits for public display through the DashNex platform.

DashNex platform covers all products and services offered via DashNex.com.

DashNex Content includes all text, messages, software, sounds, music, videos, photographs, graphics, images, and tags

integrated into our platform and services.

Policies encompass the guidelines applicable to affiliates, which we may update and make available to you at

https://dashnex.com/affiliate-tos/ and https://dashnex.com/affiliate-agreement/

Agreement refers to this Affiliate Program Agreement, including all materials referenced or linked within it.

We, us, our, and DashNex refer to DashNex, Inc.

You, Affiliate, Partner and Authorized Partner designate the party, other than DashNex, that enters into this Agreement and

participates in the DashNex Affiliate Program.

SECTION 2: NON-EXCLUSIVITY

This Agreement does not establish an exclusive partnership between you and us.

Both parties retain the freedom to endorse or engage with third-party entities regarding similar products and services.

Additionally, both you and we may collaborate with other parties concerning the products and services provided via DashNex

platform.

SECTION 3: AFFILIATE LEVELS AND COMPENSATION

The DashNex Affiliate Program consists of four Affiliate Levels, each having its own unique characteristics and benefits.

ll levels will receive access to a dedicated Affiliate Launchpad, which provides all the essential information and controls necessary for effective participation.

3.1. MEMBER LEVEL

3.2. PARTNER LEVEL

The Partner Level inherits all compensation structures from the Member Level plus additional exclusive advantages:

3.3. AUTHORIZED PARTNER LEVEL

Authorized Partners inherit all compensation structures from the Partner Level, plus additional exclusive advantages:

3.4 VIP LEVEL

VIP Level Affiliates receive all the benefits of the Authorized Partner Level, plus additional exclusive advantages

SECTION 4: ENROLLMENT AND ACCEPTANCE

This section governs the enrollment and acceptance procedures for the DashNex Affiliate Program.

SECTION 5: DUTIES AND OBLIGATIONS

5.1 Affiliate Duties:

5.2 DashNex Duties:

SECTION 6: CONFIDENTIALITY

6.1 Definition: "Confidential Information" includes any information that a party ("Disclosing Party") discloses to the other party

("Receiving Party"), which is either designated as confidential at the time of disclosure or should reasonably be considered

confidential given the nature of the information and the circumstances of disclosure. This may include, but is not limited to,

business plans, customer lists, financial data, marketing strategies, non-public product or service information, and other

proprietary details

6.2 Non-Disclosure: The Receiving Party agrees to maintain the confidentiality of all Confidential Information. The Receiving

Party shall not disclose or make any Confidential Information available to any third party without the prior written consent of the

Disclosing Party. The Confidential Information shall be used solely to fulfill the Receiving Party's obligations under this

Agreement.

6.3 Exceptions: The confidentiality obligations outlined herein do not apply to information that: (a) was already known to the

Receiving Party at the time of disclosure without breach of any confidentiality obligation; (b) is received from a third party

without breach of any non-disclosure obligations; (c) becomes publicly known through no fault of the Receiving Party; or (d) is

independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential

Information

6.4 Required Disclosure: Should the Receiving Party be legally compelled by law, court order, or any governmental or

regulatory authority to disclose any Confidential Information, it must promptly notify the Disclosing Party in writing and provide

ample opportunity, where feasible, to contest or minimize such disclosure

6.5 Return of Confidential Information: Upon the termination of this Agreement or at the Disclosing Party's request, the

Receiving Party must return all materials containing Confidential Information, including copies, notes, or extracts thereof, to the

Disclosing Party, unless legally required to retain them.

6.6 Continuing Obligations: The obligations to protect Confidential Information will survive the termination of this Agreement

and continue until the Confidential Information becomes publicly known through means other than a breach of this Agreement

by the Receiving Party.

SECTION 7: INTELLECTUAL PROPERTY

7.1 Ownership: The Affiliate acknowledges that DashNex and its licensors retain all rights, title, and interest in the services,

products, and all related intellectual property rights. No ownership rights are transferred by this Agreement

7.2 License to Promote: Under this Agreement, the Affiliate is granted only the limited right to promote the DashNex platform. This right is non-exclusive and non-transferable, and it is confined strictly to the activities outlined in this Agreement. The Affiliate is not granted any rights to use DashNex trademarks, service marks, or any other intellectual property except as explicitly provided within the terms of this Agreement for promotional purposes

SECTION 8: AFFILIATE REPRESENTATIONS AND WARRANTIES

8.1 Affiliate Rights and Permissions: You represent and warrant that:

8.2 Compliance and Ethical Conduct: You further represent and warrant that:

SECTION 9: INDEMNIFICATION

9.1 Indemnity Obligations: You agree to indemnify, defend, and hold harmless DashNex and our officers, directors, employees, agents, service providers, licensors, and affiliates from any third-party claims, suits, actions, or proceedings ("Action") arising from or related to:

9.2 Notification and Cooperation: Upon becoming aware of any such Action, we will

9.3 Settlement Conditions: You shall not agree to any settlement that

SECTION 10: DISCLAIMERS; LIMITATIONS OF LIABILITY

10.1 Disclaimer of Warranties: DashNex and our affiliated companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, or accuracy of the DashNex products, DashNex content, the Affiliate Program, or the DashNex platform for any purpose

Application Programming Interfaces (APIs) may not be available at all times. To the extent permitted by law, the DashNex

products are provided "AS IS" without warranty or condition of any kind. We disclaim all warranties and conditions of any kind

with regard to the DashNex products, including all implied warranties or conditions of merchantability, fitness for a particular

purpose, title, and non-infringement

10.2 No Indirect Damages: To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or

consequential damages, including lost profits or business opportunities.

10.3 Limitation of Liability: If, notwithstanding the other terms of this agreement, DashNex is determined to have any liability

to you or any third party, the parties agree that our aggregate liability will be limited to the total commission amounts you have

actually earned for the related customer transactions in the twelve-month period preceding the event giving rise to a claim.

10.4 Cookie Duration: Cookies used as part of the Affiliate/Referral link tracking have a set duration. If a potential customer

clears their cookies during this period, DashNex shall not be liable for any commissions that may have been owed to you

SECTION 11: TERM AND TERMINATION

11.1 Term: This Agreement will apply for as long as you participate in the DashNex Affiliate Program, until terminated

11.2 Termination Without Cause: Both parties may terminate this Agreement on fifteen (15) days' written notice to the other party.

11.3 Termination for Agreement Changes: If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days' written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

11.4 Termination for Cause: We may terminate this Agreement:

11.5 Effects of Expiration/Termination: Expiration or termination of this Agreement:

11.6 Post-Termination Obligations: Upon termination or expiration:

SECTION 12: GENERAL PROVISIONS

12.1 Amendment; No Waiver: We may update and change any part or all of this Agreement, including by replacing it entirely. If we update or change this Agreement, the updated version will be made available to you via the Affiliate Launchpad and/or by email.

he updated Agreement will become effective and binding the next business day after we notify you. We encourage you to review this Agreement periodically. If you do not agree to the update, change, or replacement, you can choose to terminate as described in Section 11. No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy on any future occasion

12.2 Applicable Law: This Agreement shall be governed by the laws of the Delaware, without regard to its conflict of laws provisions. Any action in connection with this Agreement or any other dispute between the parties shall be exclusively in the state and federal courts located in Delaware

12.3 Force Majeure: Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage not caused by the obligated party; government restrictions; or any event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

12.4 Actions Permitted: Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

12.5 Relationship of the Parties: Both parties agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

12.6 Compliance with Applicable Laws: You shall comply, and ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable laws, including export laws and regulations and laws applicable to sending unsolicited email. No deceptive, misleading, illegal, or unethical marketing activities are permitted. You will comply with OFAC sanctions programs and not export, re-export, or transfer the DashNex products to prohibited countries or individuals.

12.7 Severability: If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement will continue in effect.

12.8 Notices: Notice will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.

Electronic notices specific to you may be sent to your email addresses on record in DashNex account.

12.9 Entire Agreement: This Agreement constitutes the entire agreement between us for the DashNex Affiliate Program and supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between us with respect to the DashNex Affiliate Program. We reject any additional or different terms proposed by you.

12.10 Assignment: You may not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, or sale of substantially all of our assets

12.11 No Third Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

12.12 Program Policies Page: We may change the DashNex Affiliate Program Policies from time to time. Your participation in the DashNex Affiliate Program is subject to the policies, which are incorporated herein by reference.

12.13 No Licenses: We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the DashNex platform, our trademarks, or any other property or right of ours.

12.14 Sales by DashNex: This Agreement shall not limit our right to sell the DashNex platform, products and services directly or indirectly to any current or prospective customers.

12.15 Authority: Each party warrants that it has full power and authority to enter into this Agreement and that this Agreement is binding upon such party and enforceable in accordance with its terms.

12.16 Survival: Sections regarding 'Confidentiality', 'Term and Termination', 'Indemnification', 'Disclaimers; Limitations of Liability', and 'General Provisions' will survive the expiration or termination of this Agreement.

12.17. Program Policies Accessibility:

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