SELLEXIO REFERRAL & SUCCESS-FEE AGREEMENT Version 2026.08 · Effective on electronic signature This Referral & Success-Fee Agreement (the "Agreement") is entered into between Sellexio Technologies, LLC ("Sellexio") and the individual or entity identified in the signature block ("Partner"). 0. DIRECT CONTRACT; NO INTERMEDIARY. This Agreement is formed directly between Sellexio and Partner. No freelancing marketplace, staffing platform, agency, or other intermediary (each, a "Platform") is a party to it, holds escrow over it, or is entitled to any fee, commission, or conversion charge under it. Partner represents that Partner is free to contract directly and will indemnify Sellexio against any Platform claim relating to this Agreement. All payments are made by Sellexio directly to Partner under Section 5. 1. APPOINTMENT. Sellexio appoints Partner as a non-exclusive introducer. Partner may identify and introduce prospective clients ("Prospects") to Sellexio for maritime, freight, and logistics billing-audit and recovery services. Partner is not an agent, may not negotiate, sign, quote, discount, or make representations on behalf of Sellexio, and may not describe itself as Sellexio staff. 2. REGISTRATION OF INTRODUCTIONS. (a) An introduction is only compensable if Partner submits it in writing to Sellexio in advance, using the Sellexio partner portal or a written email containing the Prospect's legal entity name, country, named contact, and role, and Sellexio confirms the registration in writing. (b) Sellexio will confirm or decline registration within five (5) business days. Sellexio may decline where the Prospect is already in Sellexio's pipeline, was previously registered by another partner, is a current or former client, or is prohibited under Section 8. (c) A confirmed registration is exclusive to Partner for that Prospect for twelve (12) months from confirmation ("Protection Period"). If no Qualified Engagement begins within the Protection Period, protection lapses. (d) Where two partners register the same Prospect, the earlier confirmed registration prevails. Sellexio's registration records are determinative absent manifest error. 3. QUALIFIED ENGAGEMENT. A "Qualified Engagement" arises when a registered Prospect (a) executes a Sellexio pilot, subscription, or success-fee mandate, and (b) Sellexio actually receives cleared payment under it. Meetings, demonstrations, signed NDAs, uploaded documents, and unpaid pilots do not, by themselves, generate any fee. 4. COMMISSION. (a) Unless a written schedule states otherwise, Partner earns fifteen percent (15%) of Net Revenue actually collected by Sellexio from a Qualified Engagement during the first twelve (12) months from the Prospect's first payment. (b) "Net Revenue" means amounts actually received and cleared by Sellexio from the client, excluding taxes, duties, third-party disbursements, carrier or terminal pass-through amounts, payment-processing fees, chargebacks, refunds, credits, and any amount later reversed. (c) Where Sellexio's own compensation is a success fee on a client recovery, Partner's commission is calculated on the success fee actually collected, not on the gross recovery. (d) No commission is payable on renewals or expansions after the twelve-month period, on business Partner did not register, or on business Sellexio sourced independently. (e) Commission rates may be varied only by written agreement signed by both Parties before the relevant Qualified Engagement. 5. PAYMENT TERMS. (a) Sellexio pays commission within thirty (30) days after the end of the calendar month in which the underlying client funds cleared and became non-refundable. (b) Payment is made by bank transfer, ACH, Canadian PAD, or wire directly to the account Partner provides in writing. Partner is responsible for the accuracy of its banking details. Any change of banking details takes effect only after Sellexio verifies it by a separate voice or video confirmation with Partner; Sellexio is not liable for payments made to details supplied by Partner or to fraudulently altered details Partner failed to verify. (c) Sellexio will provide a statement showing each Qualified Engagement, the collected amount, the rate applied, and the commission payable. (d) Partner must submit a valid invoice and tax documentation (W-9, W-8BEN, W-8BEN-E, or local equivalent) before first payment. Sellexio may withhold payment until valid documentation is received and may deduct legally required withholding. (e) All amounts are in USD unless stated otherwise. Partner bears its own bank, conversion, and remittance charges. (f) Sellexio may set off against commissions any amount Partner owes Sellexio, including clawbacks under Section 6. (g) Undisputed late payments accrue interest at the lesser of 1% per month or the maximum rate permitted by law, from the day after the due date. 6. CLAWBACK & FORFEITURE. Commission is conditional and repayable, or may be deducted from future commissions, where (a) the client obtains a refund, credit, chargeback, or reversal; (b) the underlying recovery is disallowed, reversed, or re-billed by a carrier, terminal, or insurer; (c) the engagement is voided for client fraud or misrepresentation; (d) the introduction was not properly registered; or (e) Partner breached Section 7 or 8. Repayment is due within fifteen (15) days of written notice. 7. PARTNER CONDUCT. Partner will (a) describe Sellexio's services accurately and only using approved materials; (b) make no guarantee of recovery amounts, timing, or outcomes; (c) not send unsolicited bulk email or messages in breach of CAN-SPAM, CASL, GDPR, or any applicable law, and not use Sellexio's name in spam, paid search on Sellexio brand terms, or misleading domains; (d) not pay or receive any bribe, kickback, or improper inducement to any employee or official of a Prospect, carrier, terminal, or public authority; (e) disclose any financial interest in a Prospect before registration; and (f) comply with all sanctions and export-control laws. 8. ANTI-FRAUD; INVOICE INTEGRITY. Partner warrants that Partner will not create, procure, alter, back-date, duplicate, or submit any false or non-genuine invoice, bill of lading, statement of fact, gate record, or recovery claim, and will not register a Prospect that Partner knows or suspects intends to submit such documents. The Invoice Integrity & Anti-Fraud Policy at /legal/fraud-policy is incorporated by reference and applies in full. Breach of this Section is a material breach: all accrued and future commission is forfeit, paid commission is repayable in full, this Agreement terminates immediately, and Sellexio may report the matter to law enforcement, insurers, and affected counterparties. 9. NON-CIRCUMVENTION. For twenty-four (24) months after the later of termination or the last payment, Partner will not, directly or indirectly, (a) provide or arrange billing-audit, demurrage-recovery, or charge-verification services competing with Sellexio to any Prospect, client, carrier contact, or counterparty first made known to Partner through this Agreement; (b) circumvent Sellexio by contracting with such a party outside this Agreement; or (c) disclose Sellexio's client list, pricing, methodology, or pipeline to any competitor. Partner will procure the same undertaking from its own personnel and affiliates. 10. CONFIDENTIALITY. Partner is bound by the Mutual Non-Disclosure Agreement at /legal/mnda, incorporated by reference, and will keep confidential all client names, pricing, audit outputs, and platform logic. Obligations survive three (3) years, and indefinitely for trade secrets. 11. INDEPENDENT CONTRACTOR; TAXES. Partner is an independent contractor. Nothing creates employment, partnership, agency, or joint venture. Partner is solely responsible for its own taxes, filings, licences, insurance, and personnel. 12. RECORDS & AUDIT. Each Party will keep records supporting registrations and commission calculations for three (3) years. Partner may, once per twelve months, on thirty (30) days' notice and at its own cost, have an independent accountant bound by confidentiality review Sellexio's records solely to verify commissions on Partner's registered engagements. If an underpayment above five percent (5%) is found, Sellexio bears the reasonable audit cost. 13. TERM & TERMINATION. This Agreement begins on signature and continues until terminated by either Party on thirty (30) days' written notice. Sellexio may terminate immediately for breach of Sections 7, 8, 9, or 10. On termination other than for Partner's breach, commissions continue to be payable on Qualified Engagements already in progress for the remainder of their twelve-month commission period, subject to clawback. 14. NO GUARANTEE. Sellexio has sole discretion to accept, reject, price, and manage any Prospect and may decline any introduction for any lawful reason. This Agreement grants no exclusivity, territory, quota, minimum, or expectation of volume or income. 15. INDEMNITY & LIABILITY. Partner will defend and indemnify Sellexio against any claim, penalty, loss, or expense (including reasonable legal fees) arising from Partner's breach, misrepresentation, unlawful marketing, fraud, or tax status. Except for Sections 8, 9, 10, and 15 and either Party's fraud or wilful misconduct, neither Party is liable for indirect, incidental, special, or consequential damages, and Sellexio's aggregate liability is limited to commissions payable to Partner in the twelve (12) months preceding the claim. 16. EQUITABLE RELIEF. Breach of Sections 8, 9, or 10 would cause irreparable harm; Sellexio may seek injunctive relief without bond, in addition to all other remedies. 17. GOVERNING LAW & DISPUTES. This Agreement is governed by Delaware law, excluding conflict-of-law rules and the CISG. Any dispute will be finally resolved by binding arbitration before a single arbitrator under the AAA Commercial Arbitration Rules, seated in New York, NY, in English. Each Party waives jury trial and class, collective, or representative proceedings. Sellexio may seek interim injunctive relief in any competent court. The prevailing party recovers reasonable legal fees and arbitration costs. 18. GENERAL. This Agreement, with the MNDA, the Invoice Integrity & Anti-Fraud Policy, and any written commission schedule, is the entire agreement and supersedes all prior discussions and Platform messages. Amendments must be in writing signed by both Parties. Partner may not assign without Sellexio's written consent; Sellexio may assign to a successor. Notices are effective when sent to the email addresses of record. Unenforceable provisions are limited to the minimum extent necessary; the remainder stands. Sections 5(f), 6, 8, 9, 10, 11, 12, 15, 16, 17, and 18 survive termination. SIGNED electronically. The signature record, timestamp, IP address, user agent, and document hash are retained in Sellexio's tamper-evident agreements ledger and constitute a binding signature under the U.S. ESIGN Act, UETA, Canada's PIPEDA Part 2, and the eIDAS Regulation.