Refer & Earn Agreement

The VenueVibe App is a location-based social networking platform that allows users to connect with other individuals attending the same venue, event, or location.

The Partner agrees to promote the VenueVibe App to event attendees, customers, guests, followers, and audience members in exchange for referral compensation as outlined in this Agreement.

The Partner may promote the VenueVibe App through live events, DJ performances, social media channels, email campaigns, influencer marketing, event planning services, venue promotions, and word-of-mouth referrals.

The Partner agrees to encourage users to:

• Download the VenueVibe App
• Create a valid user account
• Subscribe to a paid VenueVibe App membership
• Use the Partner’s unique referral code. This will also be used as their Promoter ID. The PROMOTER ID HAS TO BE ENTERED ON THE SUBSCRIPTION PAGE FOR THE PARTNER TO RECEIVE CREDIT.

The Partner agrees to promote the VenueVibe App in a truthful, professional, and lawful manner. The Partner shall not make false, misleading, or exaggerated claims about the App, its features, or any associated earnings potential.

VenueVibe App agrees to pay the Partner a one time payment of $5.00 (Five Dollars) for each new paid subscriber who:

• Registers with the Partner’s unique Promoter ID
• Creates a new account and not a previous account
• Purchases a paid subscription
• Maintains the subscription for a minimum of forty (40) days

Payment Schedule: Commissions shall be calculated and paid on a monthly basis, within fifteen (15) days following the end of each calendar month in which commissions were earned.

Minimum Payout Threshold: Payments will only be issued when the Partner’s earned balance reaches a minimum of Twenty Dollars ($20.00 USD). Balances below this threshold will carry forward to the following month.

Payment Methods: Payments shall be made via Zelle, Cash App, and Venmo designated by the Partner in writing. The Partner is responsible for ensuring payment information is accurate and up to date. VenueVibe App shall not be liable for misdirected payments resulting from inaccurate information provided by the Partner.

Clawbacks: If a referred subscriber cancels, reverses, or disputes their subscription payment within the forty (40) day qualification period, the corresponding commission will be deducted from the Partner’s current or future balance.

VenueVibe App reserves the right to reject, withhold, or reverse commissions for fraudulent, duplicate, cancelled, self-referred, or invalid accounts, as determined by VenueVibe App in its sole discretion.

Rate Modifications: VenueVibe App reserves the right to modify the commission rate or payment terms upon thirty (30) days written notice to the Partner. Continued participation after such notice constitutes acceptance of the new terms.

No Guarantee of Earnings: VenueVibe App makes no representation, warranty, or guarantee regarding the amount of commissions the Partner may earn under this Agreement. Actual earnings depend entirely on the Partner’s promotional efforts and user activity.

VenueVibe App reserves the right to audit referral activity and investigate suspected fraud, abuse, or violations of this Agreement. The Partner agrees to cooperate with any such investigation.

Any dispute regarding commissions or referral tracking must be submitted in writing within thirty (30) days of the applicable commission statement. Failure to dispute within this period constitutes acceptance of the commission calculation.

The Partner consents to receive notices, statements, payment information, and other communications electronically.

VenueVibe App shall provide the Partner with their Promoter ID.

VenueVibe App records shall be the sole and official source for determining referral counts and commission payments. The Partner agrees that VenueVibe App’s tracking system shall be conclusive in all matters relating to referral attribution.

The following activities are strictly prohibited and may result in immediate termination and forfeiture of all unpaid commissions:

• Creating fake, duplicate, or bot accounts
• Offering cash, gifts, or unapproved incentives to encourage downloads or sign-ups
• Misrepresenting the VenueVibe App, its features, pricing, or benefits
• Spamming, phishing, or using deceptive marketing practices
• Promoting the App through illegal or unauthorized channels
• Any action designed to artificially inflate referral counts or commissions

Partner shall not engage in any conduct that is unlawful, discriminatory, harassing, defamatory, obscene, threatening, or otherwise harmful to VenueVibe App, its users, venues, or the public. VenueVibe App reserves the right to terminate this Agreement immediately if the Partner engages in conduct that could negatively affect the reputation of VenueVibe App.

All trademarks, logos, brand assets, marketing materials, and intellectual property associated with VenueVibe App are and shall remain the exclusive property of VenueVibe App.

The Company grants the Partner a limited, non-exclusive, non-transferable, revocable license to use VenueVibe App-approved marketing materials solely for the purpose of promoting the App under this Agreement.

The Partner shall not:

• Alter, modify, or create derivative works from VenueVibe App branding or materials
• Register any domain names, social media handles, or accounts using the VenueVibe App name or any confusingly similar name
• Use VenueVibe App’s intellectual property for any purpose other than authorized promotion

Upon termination of this Agreement, the Partner shall immediately cease all use of VenueVibe App’s intellectual property.

The Partner acknowledges that in connection with this Agreement, the Partner may have access to confidential and proprietary information of VenueVibe App, including but not limited to commission rates, referral tracking data, user data, business strategies, and technical information (“Confidential Information”).

The Partner agrees to:

• Keep all Confidential Information strictly confidential
• Not disclose Confidential Information to any third party without prior written consent from VenueVibe App
• Use Confidential Information solely for the purpose of performing obligations under this Agreement

This confidentiality obligation shall survive termination of this Agreement for a period of two (2) years.

Non-Compete: During the term of this Agreement, the Partner agrees not to actively promote, market, or represent any directly competing location-based social networking application that offers substantially similar features to the VenueVibe App.

Non-Solicitation: During the term of this Agreement and for a period of twelve (12) months following termination, the Partner agrees not to solicit, recruit, or encourage any VenueVibe App users, employees, contractors, or referral partners to terminate their relationship with VenueVibe App or join any competing platform.

During the term of this Agreement, the Partner shall not intentionally promote a competing location-based social networking application while simultaneously representing themselves as an authorized VenueVibe App referral partner.

The Partner is an independent contractor and not an employee, agent, joint venture partner, or legal representative of VenueVibe App. Nothing in this Agreement shall be construed to create an employment relationship between the Parties.

The Partner shall be solely responsible for:

• All federal, state, and local taxes on compensation received under this Agreement, including self-employment taxes
• Obtaining any licenses, permits, or insurance required to conduct their promotional activities
• All costs and expenses associated with their promotional efforts

W-9 Requirement: Prior to receiving any payment, the Partner must provide VenueVibe App with a completed IRS Form W-9. Failure to provide a W-9 may result in delayed or withheld payments.

1099 Reporting: VenueVibe App will issue an IRS Form 1099-NEC to any Partner who earns Six Hundred Dollars ($600.00) or more in a calendar year, as required by law.

The Partner shall have no authority to bind VenueVibe App to any agreement, contract, representation, warranty, or obligation of any kind. The Partner may not hold themselves out as an employee, officer, agent, spokesperson, or representative authorized to act on behalf of VenueVibe App.

The Partner shall not collect, store, distribute, sell, transfer, or otherwise access personal information of VenueVibe App users unless expressly authorized in writing by VenueVibe App.

VenueVibe App shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including but not limited to acts of God, internet outages, cyberattacks, governmental actions, labor disputes, pandemics, or natural disasters.

VenueVibe App does not provide workers’ compensation insurance, unemployment insurance, health insurance, liability insurance, or any employee benefits to the Partner.

This Agreement shall commence on the Effective Date and continue until terminated by either Party.

Termination for Convenience: Either Party may terminate this Agreement upon thirty (30) days written notice to the other Party.

Immediate Termination: VenueVibe App may immediately terminate this Agreement, without notice or liability, upon the Partner’s:

• Fraud, misrepresentation, or deceit
• Violation of any applicable federal, state, or local law or regulation
• Breach of any term of this Agreement
• Engagement in any prohibited conduct as outlined in Section 5
• Actions that damage or threaten to damage the reputation or interests of VenueVibe App

Effect of Termination: Upon termination, the Partner shall immediately cease all promotional activities and use of VenueVibe App materials. Any earned commissions that meet the payment threshold and are not subject to clawback or forfeiture will be paid within thirty (30) days of termination.

To the maximum extent permitted by applicable law, VenueVibe App’s total liability to the Partner arising out of or related to this Agreement shall not exceed the total commissions paid to the Partner in the three (3) months immediately preceding the event giving rise to the claim.

In no event shall VenueVibe App be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost revenue, even if advised of the possibility of such damages.

The Partner agrees to defend, indemnify, and hold harmless VenueVibe App and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• The Partner’s promotional activities
• The Partner’s breach of any representation, warranty, or obligation under this Agreement
• The Partner’s violation of any applicable law or regulation
• Any third-party claims arising from the Partner’s conduct

Each Party represents and warrants that:

• They have full legal authority to enter into this Agreement
• The execution and performance of this Agreement does not violate any other agreement to which they are a party
• They will comply with all applicable laws and regulations in performing their obligations

The Partner additionally represents and warrants that all promotional content they create or distribute shall be truthful, non-deceptive, and compliant with applicable Federal Trade Commission (FTC) guidelines, including proper disclosure of any material relationship with VenueVibe App.

Informal Resolution: The Parties agree to first attempt to resolve any dispute informally by providing written notice describing the dispute and attempting good-faith negotiation for a period of thirty (30) days.

Mediation/Arbitration: If informal resolution fails, the Parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association (AAA) in Orange County, New York, under its Commercial Arbitration Rules. The arbitrator’s decision shall be final and binding.

Exception: Either Party may seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm, without first exhausting the arbitration requirement.

Attorneys’ Fees: Each party shall bear its own attorneys’ fees and costs unless otherwise awarded by the arbitrator.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal proceedings not subject to arbitration shall be brought exclusively in the state or federal courts located in Orange County, New York.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

Amendments: This Agreement may not be amended except by a written instrument signed by both Parties, or as otherwise provided herein with respect to rate modifications.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

Written Notice: All notices required under this Agreement shall be delivered via email with confirmation of receipt, or by certified mail to the addresses provided by each Party. Email notice to the Company shall be sent to JayWorld@venuevibeapp.com

No Assignment: The Partner may not assign or transfer any rights or obligations under this Agreement without the prior written consent of VenueVibe App. VenueVibe App may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Counterparts: This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.

Sections relating to Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Dispute Resolution, Payment Obligations, and any provisions intended to survive termination shall remain in effect following termination of this Agreement.