FLUID PARTNER REFERRAL AGREEMENT

Standard form. Version 4.1 — prepared September 21, 2026 for newly entered agreements expressly adopting Program Policies Version 1.1. The executed copy signed by Fluid and a partner is the one that governs that partnership; this page is a reference copy and is not itself an offer. Publication does not amend an existing agreement or constitute delivery of notice. Prior standard form: Version 4.0.

Commission rates and registration mechanics are set out in Fluid Partner Program Policies Version 1.1, incorporated into this agreement at Section 1.2, subject to the applicability and rate-lock provisions below. Current Policies and version history.

This Fluid Partner Referral Agreement (this "Agreement") is entered into as of the Effective Date stated in the executed agreement (the "Effective Date") by and between Fluid Commerce, Inc. ("Fluid"), a Utah corporation with its principal place of business at 139 N Hunters Grove Ln, STE 207, Lehi, UT 84043, and the partner identified in the executed agreement ("Partner").

1. Purpose and Structure

1.1 Engagement. Fluid engages Partner as a non-exclusive partner to introduce prospective clients to Fluid's commerce platform and related services. This Agreement and the Program Policies state the only terms on which introductions to Fluid are compensated.

1.2 Program Policies. The commission rates, registration mechanics, and payment operations for this Agreement are set out in Fluid Partner Program Policies Version 1.1 (the "Program Policies"), which are incorporated into this Agreement by reference for Introductions made on or after the Effective Date, subject to Section 1.3. The Policies landing page and version history identify the available versions. Fluid may amend the Program Policies on thirty (30) days' prior written notice to Partner.

1.3 Rate Lock. An Introduction accepted under Section 2.2 is a "Referral." Notwithstanding Section 1.2, the version of the Program Policies in effect on the date of the Introduction giving rise to a Referral — including its commission schedule, its definition of Qualifying Fees, its Launch Accelerator terms, and its qualification windows — governs that Referral for the full duration of its commission schedule. An amendment to the Program Policies applies only to Referrals arising from Introductions made on or after the amendment's effective date. Fluid may not amend the Program Policies to reduce commissions already accrued. Fluid will date each version of the Program Policies and will retain, and make available to Partner, every version in effect during the term.

1.4 Transition; Existing Rights. This Version 4.1 is for newly entered agreements expressly adopting Program Policies Version 1.1. Notwithstanding Section 10.3, it does not supersede or amend an existing executed agreement or change the terms governing an Introduction made before this Agreement’s Effective Date. Such agreements and Introductions retain their applicable terms and Introduction-date rate locks, including the full five-year commission schedule where Program Policies Version 1.0 applies. Publication of this form or Version 1.1 is not delivery of notice or a signed amendment. Any adoption for future Introductions under an existing agreement must separately comply with that agreement’s thirty (30) days’ prior written notice requirement for policy amendments and its requirement that amendments to the Agreement be in writing and signed by both parties. No existing five-year commission right or accrued commission is reduced by this revision.

2. Referral Registration

2.1 Introduction. Partner may introduce a prospective client to Fluid by any written means, including Fluid's partner portal, a referral form, or a direct email introduction (each, an "Introduction"). Each Introduction must identify the prospective client's legal name and a contact person. A meeting Partner arranges between Fluid and a prospective client counts as an Introduction if Partner confirms it in writing within five (5) business days after the meeting occurs.

2.2 Registration. Within ten (10) business days after an Introduction, Fluid will accept or decline it in writing (email or portal status is sufficient). An accepted Introduction is a "Registered Referral," and Fluid will record the date of registration (the "Registration Date"). Fluid may decline an Introduction only if (a) as of the date of the Introduction, the prospective client is in an active sales process with Fluid that began within the preceding one hundred eighty (180) days, as reflected in Fluid's CRM records, or (b) Fluid elects in good faith not to pursue the prospective client. When Fluid declines, it will state which reason applies. An Introduction that Fluid does not accept in writing within ten (10) business days is declined; Partner may resubmit it. A resubmitted Introduction that is accepted receives a new Registration Date, and the version of the Program Policies in effect on the date of the resubmission governs it under Section 1.3.

2.3 Qualification. A Registered Referral becomes a "Qualified Referral" when, within two hundred seventy (270) days after the Registration Date, Fluid's systems record both of the following for the prospective client or its affiliate:

(a) completion of Fluid's merchant onboarding form (the "Big Beautiful Form"), as recorded by Fluid's onboarding system; and

(b) a valid payment method on file for platform billing, or an executed invoiced billing arrangement with Fluid.

Notwithstanding the foregoing, a Registered Referral also becomes a Qualified Referral, without regard to clauses (a) and (b), on the first date within that window on which Fluid collects any Qualifying Fee from the prospective client or its affiliate. Fluid will process onboarding and billing setup for each Registered Referral in the ordinary course and will not act to prevent or delay satisfaction of clauses (a) or (b).

The date a Registered Referral first becomes a Qualified Referral under this Section is the "Qualification Date," and the client is the "Referred Client" for that Qualified Referral. Fluid will notify Partner of the Qualification Date within ten (10) business days and will make the underlying onboarding and billing status visible to Partner through the partner portal or on request. If the billing start date for a Qualified Referral has not occurred by the date that is twelve (12) months after the Qualification Date, the Qualified Referral lapses, no commissions accrue on it, and it is disregarded for purposes of Section 2.5. A lapsed prospect may be re-introduced under Section 2.1.

2.4 Extension. If a Registered Referral has not Qualified within the 270-day window but Fluid and the prospective client are in an active, documented sales or onboarding process on the final day of that window, the window automatically extends for an additional ninety (90) days. If a Registered Referral does not Qualify within the window, as extended, it expires; Partner may resubmit the prospect as a new Introduction under Section 2.1, and if the resubmission is accepted, it receives a new Registration Date and the expired Registration is disregarded for purposes of Section 2.5.

2.5 One Payee. Only one referral fee is payable with respect to any Referred Client. If more than one person claims a referral fee for the same client under this Agreement or any other referral agreement with Fluid (including any agreement between Fluid and an affiliate, owner, or principal of Partner), the earliest Registration Date controls; if two or more Registrations bear the same Registration Date, the earliest-submitted Introduction controls, and if the order of submission cannot be established from Fluid's records, Fluid will designate one payee in good faith in writing and that designation controls. Fluid's payment to the payee so determined fully discharges Fluid's referral-fee obligations for that client.

3. Commissions

3.1 Qualifying Fees. "Qualifying Fees" means (a) the platform fees actually collected by Fluid from a Referred Client that are calculated as a percentage of the Referred Client's sales volume processed through the platform, however that volume is denominated (gross merchandise value, net sales, order value, or similar), including any minimum, shortfall, or true-up amount Fluid collects in respect of fees so calculated, and (b) Fluid's net revenue share from Fluid Payments attributable to the Referred Client's payment processing volume, in each case net of refunds, credits, and chargebacks. Qualifying Fees exclude, in the case of clause (a), fees charged at a fixed amount per order or transaction; and in all cases one-time implementation, setup, migration, and custom development fees; promotional credits; pass-through costs; taxes collected; and amounts invoiced but not collected. The exclusion of fixed per-order or per-transaction fees does not reduce clause (b).

3.2 Commission Schedule. Fluid will pay Partner a commission on Qualifying Fees at the rates set out in the Program Policies, measured in successive twelve-month periods from the Referred Client's billing start date. "Billing start date" means the first date Fluid collects a Qualifying Fee from the Referred Client. Upon Qualification, commission is payable on all Qualifying Fees collected from the Referred Client on or after its billing start date, including Qualifying Fees collected before the Qualification Date. For reference, the Version 1.1 schedule adopted under Section 1.2 is: Year 1: 7%; Year 2: 5%; Year 3: 3%; Year 4 and thereafter: 0%. This recitation is for convenience; the Program Policies, as locked by Section 1.3, control. For a Referral governed by the Version 1.1 schedule, no commission accrues on Qualifying Fees collected after the third year following the Referred Client's billing start date. This cutoff does not shorten any schedule preserved by Sections 1.3 and 1.4. This Agreement provides no perpetual or evergreen commissions.

3.3 Launch Accelerator. If a Referred Client transacts its first live order on or before the one hundred twentieth (120th) day after the Qualification Date, or at any time before the Qualification Date, the Year 1 rate for that Referred Client increases by one (1) percentage point for the full first year. This accelerator is calculated once and does not carry into later years.

3.4 Payment; Statements. Fluid will pay accrued commissions monthly, within thirty (30) days after the end of each calendar month, together with a statement showing, for each Referred Client: Qualifying Fees collected, refunds and chargebacks netted, the applicable year and rate, any accelerator applied, and the commission due.

3.5 Offsets. If a refund or chargeback occurs after a commission has been paid on the related fees, Fluid may offset the resulting overpayment against future commission payments made within the following six (6) months. If no commission payments, or insufficient commission payments, are made in that six-month period, Fluid may invoice Partner for the remaining overpayment, payable within thirty (30) days.

3.6 Audit. No more than once in any twelve-month period, Partner may engage an independent certified public accountant, bound by confidentiality obligations, to review Fluid's records solely to the extent needed to verify commission calculations for the preceding twelve (12) months, on thirty (30) days' notice and during normal business hours. If the review identifies an underpayment exceeding five percent (5%) for the audited period, Fluid will pay the reasonable cost of the review in addition to the underpaid amount.

3.7 Taxes. Partner is solely responsible for its own taxes on commissions. Payment is conditioned on Partner providing a completed IRS Form W-9, which Partner will deliver with this Agreement.

4. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a joint venture, agency, or employment relationship. Partner has no authority to bind Fluid, to accept terms on Fluid's behalf, or to make commitments or representations on Fluid's behalf beyond materials Fluid provides or approves.

5. Term and Termination

5.1 Term. This Agreement remains in effect until terminated by either party, for any reason, on seventy-five (75) days' written notice.

5.2 Termination for Cause. Either party may terminate this Agreement by written notice if the other party materially breaches it and the breach remains uncured ten (10) business days after written notice describing the breach.

5.3 Survival; Tail. Termination does not affect commissions on Referrals Registered before the effective date of termination that later Qualify: Fluid will continue to pay those commissions for the remainder of the schedule in Section 3.2, except that no further commissions are payable if Fluid terminates this Agreement for Partner's fraud or willful misconduct, or discovers after termination that Partner committed fraud or willful misconduct in connection with a Referral, in each case as described in a written notice to Partner stating the specific conduct. If Partner disputes the notice in writing within thirty (30) days, Fluid will hold, not cancel, the disputed commissions pending resolution by agreement or by a court under Section 10.1. Sections 1.2, 1.3, 1.4, 2 (as to Referrals Registered before the effective date of termination), 3 (as to accrued and surviving commissions), 6, 7, 8, 9, and 10 survive termination.

6. Confidentiality

Each party will keep confidential the non-public information of the other party disclosed in connection with this Agreement, use it only to perform under this Agreement, and protect it with no less than reasonable care. These obligations do not apply to information that: is or becomes publicly available through no fault of the recipient; was known to the recipient without restriction before disclosure; is rightfully received from a third party without restriction; or is independently developed without use of the discloser's information. This Section survives for three (3) years after termination, and trade secrets remain protected for as long as they qualify as trade secrets under applicable law. If the parties have a separate nondisclosure agreement, that agreement controls to the extent of any conflict.

7. Trademarks; Publicity

Fluid's trademarks, materials, and content remain Fluid's sole property. Partner may state factually that it is a Fluid partner; any other use of Fluid's marks or logo requires Fluid's prior written approval. Partner will not bid on Fluid's trademarks in paid search or register domains incorporating Fluid's marks. Neither party will issue a press release or public announcement regarding this Agreement without the other party's prior written consent.

8. Compliance

Each party will comply with applicable laws in performing this Agreement, including anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) and applicable sanctions laws. Partner will provide Fluid only such contact information of a prospective client's representatives as Partner is permitted to share, and Fluid will use that information solely to pursue the referral.

9. Indemnification; Limitation of Liability

9.1 Indemnification. Partner will defend and indemnify Fluid against third-party claims arising out of Partner's misrepresentations regarding Fluid or Partner's breach of this Agreement. Fluid will defend and indemnify Partner against third-party claims alleging that Fluid's platform, as provided by Fluid, infringes a third party's intellectual property rights. The indemnified party must give prompt written notice of the claim, permit the indemnifying party to control the defense and settlement, and reasonably cooperate.

9.2 Limitation of Liability. Except for the parties' indemnification obligations under Section 9.1, a breach of Section 6, and Fluid's obligation to pay commissions due under Section 3, each party's total liability under this Agreement will not exceed the total commissions paid and payable to Partner in the twelve (12) months preceding the first event giving rise to liability.

9.3 No Consequential Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits (other than commissions due under Section 3), even if advised of the possibility of such damages.

10. Miscellaneous

10.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-law principles, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of Utah.

10.2 Notices. Notices must be in writing and are deemed given: when delivered personally; one business day after deposit with a nationally recognized overnight courier; or upon confirmation of delivery when sent by email to the address below. "Business day" means a day other than a Saturday, Sunday, or U.S. federal holiday. To Fluid: 139 N Hunters Grove Ln, STE 207, Lehi, UT 84043, Attn: CEO, email: brian@fluid.app. To Partner: the address stated in the executed agreement. Either party may update its notice address by notice.

10.3 Entire Agreement. This Agreement, together with the Program Policies, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings. In the event of a conflict between this Agreement and the Program Policies, this Agreement controls, except as to commission rates and registration mechanics, where the Program Policies control as modified by Section 1.3.

10.4 Amendment. Any amendment to this Agreement must be in writing and signed by both parties. The Program Policies may be amended as provided in Section 1.2.

10.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign it without consent to its successor in a merger, acquisition, or sale of substantially all of its assets, with written notice to the other party.

10.6 Severability. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will stay in effect.

10.7 Waiver. No failure or delay in enforcing any right is a waiver of it. A waiver is effective only in a writing signed by the waiving party.

10.8 No Third-Party Beneficiaries. This Agreement creates no rights in any third party.

10.9 Counterparts; Electronic Signature. This Agreement may be signed in counterparts, including by electronic signature, each of which is deemed an original.