Commission Structure

1. Revenue Share on Direct Referrals

  • You earn 10% of the revenue generated by customers you personally refer to Sameday AI.
  • This revenue share applies from the date the referred customer begins using Sameday AI and continues for as long as they remain a paying customer or until any events listed in section 6 below.

2. Revenue Share on Referred Affiliates

  • You earn 5% of the revenue generated by customers referred by the affiliates you personally introduce to Sameday AI and who complete our standard affiliate/partner agreement for as long as the referred customers remain a paying customer or until any events listed in section 6 below.
  • This applies as long as the referred customer remains a paying user, provided the affiliate operates under the standard revenue share terms or lower.

Special Terms for Certain Affiliates

  • For affiliates requiring customized terms (e.g., networking groups), you will receive a one-time $100 commission per new customer referred by that affiliate.
  • The $100 commission is earned upon:
    1. The affiliate signing up.
    2. The affiliate referring their first paying customer to Sameday AI.

3. Downline Limitations

  • Single-Level Earnings Only: You earn commissions only from the affiliates you personally refer.
  • There are no earnings from affiliates introduced by your direct referrals (no multi-level revenue share).

4. Special Pricing Adjustments

  • If a referred customer requires special pricing, discounts, or custom terms that significantly reduce Sameday AI’s revenue or margin, the revenue share percentage may be adjusted accordingly to reflect actual net revenue.
  • Sameday AI reserves the right to modify or cap revenue share payments for any referred customer where the gross margin falls below 25% due to special accommodations, ensuring sustainability for both parties.
  • You will be notified in advance of any adjustments made due to special pricing considerations.

 

Commissionable Accounts Definition

  • You will earn revenue share only after:

    1. The referred customer signs up.
    2. The customer begins paying for Sameday AI services.

  • Payment Schedule: Commissions will be paid on a quarterly basis. The schedule may be adjusted by Sameday AI, but payments will occur at least four times per year.

  • Cessation of Payments: Commissions will cease if:

    1. The referred customer ends their services with Sameday AI.
    2. The referred customer stops making payments.

 

Exclusivity Clause

  • Referring customers or potential customers to direct competitors of Sameday AI for similar services will result in:
    • Termination of any recurring or one-time payments owed under this agreement.

 

Territory: N/A

Payment Schedule: Commissions are paid quarterly.

Method of Payment: ACH or Venmo

Comments

Terms and Conditions

1. SERVICES AND SUPPORT

1.1 The term Reseller is used most often and sometimes referred to as Affiliate or Partner within the order form of this agreement. They mean the same thing. Essentially referring to the person entering into this agreement with Sameday AI Inc.

1.1.2 Subject to the terms and conditions of this Agreement, Sameday will provide Reseller and its direct clients located in the Territory (“Clients”) with access to the Sameday Product as identified on the Cover Sheet. The Sameday Product is subject to modification from time to time at Sameday's sole discretion, for any purpose deemed appropriate by Sameday. Sameday will use reasonable efforts to give Reseller prior written notice of any such modification. Reseller shall not make Sameday Product available to Clients except pursuant to an agreement containing terms as protective of Sameday as Sameday's then current SaaS agreement (a copy of which is attached as Exhibit A) (“SaaS Agreement”). Reseller shall make the Sameday Product available only in jurisdictions where the terms and form of Sameday's SaaS Agreement are enforceable. Sameday may suspend or limit Reseller’s or a Client’s access to or use of the Sameday Product if Sameday determines, its sole discretion, that the Reseller or such Client has breached this Agreement or the SaaS Agreement, respectively.

1.2 Sameday AI Inc is responsible for providing all Client-facing training and support for the Sameday Product. Sameday reserves the right to suspend Reseller’s and/or Clients’ access to the Sameday Product: (i) for scheduled or emergency maintenance, or (ii) in the event client is in breach of this Agreement, including failure to pay any amounts due to Sameday.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Reseller will not, and will not permit any third party to: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Sameday Product or any software, documentation or data related to the Sameday Product (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); modify, translate, or create derivative works based on the Sameday Product; use the Sameday Product for timesharing or service bureau purposes or for any purpose other than for the internal benefit of Clients; use the Sameday Product other than in accordance with this Agreement or in compliance with all applicable laws and regulations, including but not limited to any privacy laws, and laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation; or use or access the Sameday Product outside the Territory.

2.2 Reseller will cooperate with Sameday in connection with the performance of this Agreement by making available such personnel and information as may be reasonably required, and taking such other actions as Sameday may reasonably request. Reseller will also cooperate with Sameday in establishing a password or other procedures for verifying that only designated employees of Reseller have access to any administrative functions of the Sameday Product.

2.3 Reseller will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). Reseller may change the individual designated as Primary Contact at any time by providing written notice to Sameday.

2.4 Unless otherwise specified by Sameday, Reseller will use Sameday's then-current names, marks, logos, and other identifiers for the Sameday Product (“Trademarks”) and Sameday designated intellectual property related notices in and for the Sameday Product and Reseller’s advertising and promotional materials for such Sameday Product, provided that Reseller will: (a) only use Trademarks in the form and manner, and in accordance with the quality standards and usage guidelines that Sameday specifically prescribes and only in connection with Sameday Product; and (b) upon termination of this Agreement for any reason, immediately cease all use of the Trademarks. Subject to prior review and approval by Sameday, Reseller will make all applicable trademark filings and registrations to protect the Sameday Product, and the Sameday trade name and logo, in the Territory; all such filings and registrations (and any use by Reseller and any related goodwill) shall be solely for the benefit of Sameday and shall

name Sameday as the owner. None of Reseller or any affiliate will (a) otherwise brand the Sameday Product or (b) otherwise use or register (or make any filing with respect to) any trademark, name or other designation relevant to the subject matter of this agreement anywhere in the world, whether during or after the Term of this Agreement or (c) contest anywhere in the world the use by or authorized by Sameday of any trademark, name or other designation relevant to the subject matter of this Agreement or any application or registration therefore, whether during or after the Term of this Agreement.

2.5 Reseller hereby agrees to indemnify and hold harmless Sameday against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from use of Sameday Product by (or that arises in connection with content used or provided by) Reseller or its Clients. Although Sameday has no obligation to monitor the content provided by Reseller or its Clients or Reseller’s or its Clients’ use of the Sameday Product, Sameday may do so and may remove any such content or prohibit any use of the Sameday Product it believes may be (or alleged to be) in violation of this Agreement or any law or regulation or right of any third party.

2.6 If applicable, Reseller will be responsible for maintaining the security of Reseller account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Reseller account with or without Reseller’s knowledge or consent.

2.7 Reseller acknowledges and agrees that the Sameday Product may operate on or with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Sameday is not responsible for the operation of any Third Party Services nor the availability or operation of the Sameday Product to the extent such availability and operation is dependent upon Third Party Services. Reseller is solely responsible for procuring any and all rights necessary for it and its Clients to access Third Party Services and for complying with any applicable terms or conditions thereof. Sameday does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Reseller and a third party provider is solely between Reseller and such third party provider and is governed by such third party’s terms and conditions.

3. CONFIDENTIALITY

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

3.2 The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d)was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, Sameday may collect data with respect to and report on the aggregate response rate and other aggregate measures of the performance of the Sameday Product.

3.3 Reseller acknowledges that Sameday does not wish to receive any Proprietary Information from Reseller that is not necessary for Sameday to perform its obligations under this Agreement, and, unless the parties specifically

agree otherwise, Sameday may reasonably presume that any unrelated information received from Reseller is not confidential or Proprietary Information.

3.4 Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirors.

4. INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, Sameday alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Sameday Product, as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Sameday Product, which are hereby assigned to Sameday. Reseller will not, and will not permit any third party to, copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

Sameday will be provided and process certain of Reseller’s and Clients’ data (“Data”) only to perform its obligations under this Agreement. Reseller and Clients shall and hereby do represent and warrant that they do have and retain all right, title and interest (including, without limitation, sole ownership of) all Data provided to Sameday and all rights with respect to that Data. If Sameday receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third party or any laws or regulations, Sameday may, but is not required to, suspend or terminate Sameday Product.

Sameday shall indemnifiy Reseller from liability to unaffiliated third parties resulting from infringement by the Sameday Product of any United States patent or any copyright or misappropriation of any trade secret, provided Sameday is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Sameday will not be responsible for any settlement it does not approve. The foregoing obligations do not apply with respect to portions or components of the Sameday Product (i) not created by Sameday, (ii)resulting in whole or in part in accordance from Reseller specifications, (iii) that are modified after delivery by Sameday, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Reseller continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Reseller’s use of is not strictly in accordance with this Agreement and all related documentation. Reseller will indemnify Sameday from all damages, costs, settlements, attorneys' fees and expenses related to any claim of infringement or misappropriation excluded from Sameday's indemnity obligation by the preceding sentence.

5. PAYMENT OF FEES

5.1 Client will pay Sameday the applicable fees in accordance with the Cover Sheet (the “Fees”). To the extent applicable, Reseller is not obligated to pay for any additional services, such as integration fees or other consulting fees. All payments will be made in accordance with the Payment Schedule and the Method of Payment. If not otherwise specified, payments will be due within thirty (30) days of invoice.

6. TERMINATION

6.1 Subject to earlier termination as provided below, this Agreement is for

the Term as specified in the Cover Sheet.

6.2 In the event of any material breach of this Agreement, the non-breaching party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching party; provided, however, that this Agreement will not terminate if the breaching party has cured the breach prior to the expiration of such thirty-day period. Either party may terminate this Agreement, without notice, (i) upon the institution by or against the other party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other party's making an assignment for the benefit of creditors,  (iii) upon the other party's dissolution, liquidity event, death, or ceasing to do business.

6.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability.

7. WARRANTY DISCLAIMER

THE SAMEDAY PRODUCT AND SAMEDAY’S PROPRIETARY INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS-IS," WITHOUT ANY WARRANTIES OF ANY KIND. SAMEDAY (AND ITS AGENTS, AFFILIATES, LICENSORS AND SUPPLIERS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY,

GDSVF&H\8815788.3

FITNESS FOR A NON-INFRINGEMENT.

PARTICULAR

8. PURPOSE, TITLE, AND LIMITATION OF LIABILITY

IN NO EVENT WILL SAMEDAY (OR ANY OF ITS AGENTS, AFFILIATES, LICENSORS OR SUPPLIERS) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SAMEDAY PRODUCT OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, THE DELAY OR INABILITY TO USE THE SAMEDAY PRODUCT OR ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SAMEDAY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE TOTAL LIABILITY OF SAMEDAY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED, IN THE AGGREGATE, THE LESSER OF (i) TEN THOUSAND DOLLARS, OR (ii) THE FEES PAID TO SAMEDAY HEREUNDER IN THE THREE MONTH PERIOD ENDING ON THE DATE THAT A CLAIM OR DEMAND IS FIRST ASSERTED. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. U.S. GOVERNMENT MATTERS

Notwithstanding anything else, Reseller may not knowingly provide to any person or export or re-export or allow the export or re-export of the Sameday Product or any software or anything related thereto or any direct product thereof (collectively “Controlled Subject Matter”), in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. Without limiting the foregoing, Reseller acknowledges and agrees that the Controlled Subject Matter will not be used or transferred or otherwise exported or re-exported to countries

as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. Use of the Sameday Product is representation and warranty that the user is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. The Controlled Subject Matter may use or include encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations. As defined in FAR section 2.101, any software or documentation provided by Sameday are “commercial computer software” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Reseller except with Sameday's prior written consent. Sameday may transfer and assign any of its rights and obligations under this Agreement with written notice to Reseller. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Reseller does not have any authority of any kind to bind Sameday in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid. Sameday will not be liable for any loss resulting from a cause over which it does not have direct control. This Agreement will be governed by the laws of the State of Utah, U.S.A. without regard to its conflict of laws provisions. The federal and state courts sitting in Utah County, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement. Reseller agrees to participate in press announcements, case studies, trade shows, or other forms reasonably requested by Sameday. Sameday is permitted to disclose that Reseller is one of its resellers to any third-party at its sole discretion.

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