Connector Program Terms & Conditions

These Connector Program Terms & Conditions (the “Terms”) govern participation in the Connector Program (the “Program”) operated by Niural Inc. (“Company”). By participating in the Program, you (the “Connector”) agree to be bound by these Terms.

1. Purpose

The purpose of the Program is to establish a referral relationship in which the Connector introduces potential clients (“Potential Clients”) to the Company, which provides global hiring, payments, and compliance solutions (“Business Services”).

2. Referrals & Non-Exclusivity

1. The Connector may refer Potential Clients to the Company as set forth in these Terms.
2. Either Party may enter into similar referral or connector agreements with other parties. Nothing herein creates an exclusive relationship.

3. Client Onboarding & Independent Due Diligence

1. The Connector and the Company each conduct their own independent “know your client” (KYC) and client due diligence procedures.
2. Following an introduction by the Connector, the Company will independently negotiate and determine all terms and conditions of any engagement with a referred Potential Client (“Referred Client”).
3. The Company retains sole discretion to accept or decline any proposed engagement.

4. Referral Fee Eligibility

A referral fee (the “Referral Fee”) is due only if all the following conditions are met:

1. The Potential Client has not previously been in direct contact with, or discussed services with, the Company.
2. The Connector makes an introduction to the Company, and within one (1) year of that introduction, the Potential Client engages the Company for Business Services.
3. The Potential Client (now a “Referred Client”) pays all invoices from the Company in full.

5. Referral Fee Amount

• Referral Fee is 10% of the total net revenue received by the Company from each Referred Client for the first twelve (12) months of the Referred Client’s relationship with the Company.
• “Net revenue” is the total amount of revenue the Company actually collects from the Referred Client, less taxes, refunds, chargebacks, expense reimbursements, and any non-service fees or deductions.

6. Payment Terms

1. The Company will pay Referral Fees on a quarterly basis, within thirty (30) days following the end of each calendar quarter in which the Company collects payments from a Referred Client.
2. The Company will provide to the Connector a summary of the Referred Client’s billed amounts and related commissions on at least a monthly basis (or at a frequency determined by the Company).

7. Records & Confidentiality

1. The Company will, in writing, confirm when a Potential Client has become a Referred Client, subject to its confidentiality obligations.
2. The Parties have no obligation to disclose confidential or sensitive details about any client engagement.
3. The existence and terms of this referral arrangement must remain confidential except when disclosure is required by law, legal compliance, accounting, tax, or audit purposes.

8. Term & Termination

1. These Terms commence on the Effective Date and continue until either Party provides thirty (30) days’ written notice of termination.
2. Either Party may terminate immediately if the other Party breaches any material provision of these Terms.
3. Referral Fees will survive expiration or termination for any Potential Clients referred prior to termination that become Referred Clients within one (1) year of the date of referral.

9. Taxes

Each Party is responsible for any national, state, or federal taxes arising from the payments or services under these Terms.

10. No Reliance & Indemnification

1. Each Party acknowledges it will not rely on any representation or statement made by the other Party regarding the creditworthiness or suitability of any Potential Client.
2. Each Party agrees to indemnify, defend, and hold harmless the other Party (including its affiliates, directors, officers, employees, and agents) against any losses, claims, liabilities, costs, and expenses arising from the indemnifying Party’s breach of these Terms.
3. In no event will the Connector be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising from these Terms.

11. Limitation of Liability

Nothing in these Terms shall exclude or limit liability for fraud, fraudulent misrepresentation, or any liability that cannot be limited or excluded under applicable law. Neither Party will be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of business, revenue, or profits), arising out of or in connection with these Terms.

12. Relationships Between the Parties

1. Participation in the Program does not create any partnership, joint venture, fiduciary, or employment relationship between the Parties.
2. The Connector has no obligation to provide a minimum number or volume of referrals to the Company.

13. Governing Law & Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law provisions. Any disputes will be brought in federal or state courts located in Delaware, and the Parties consent to the jurisdiction of such courts.

14. Entire Agreement

These Terms, together with any applicable agreements referenced herein, constitute the entire agreement between the Parties with respect to the subject matter. They supersede all prior written or oral agreements and understandings regarding the Program.

15. Notice

Any notice required or permitted under these Terms must be in writing and delivered by personal service, email, or certified mail (return receipt requested) to the address or email provided by each Party.

16. Modification & Waiver

These Terms may only be modified in a written instrument signed by both Parties. Any waiver of a breach of these Terms does not operate as a waiver of any subsequent breach.

17. Assignment

These Terms may not be assigned by either Party without prior written consent from the other Party, except that either Party may assign these Terms to a successor in a merger, acquisition, or sale of substantially all of its assets.