Referral Partner Agreement

This Referral Partner Agreement (the "Agreement") is entered into on the date of electronic acceptance (the "Effective Date") by and between:

Company: DTC Pages LLC

Address: 447 Broadway, 2nd Floor, New York, NY 10013, USA

Referral Partner: the Referral Partner

If the Partner is a business entity rather than an individual, this Agreement binds that entity, and the person completing the acceptance in Section 21 represents that they have authority to bind it.

Collectively referred to as the "Parties."

"Qualifying Payment" means the first payment actually received by DTC Pages from a referred client for a given engagement (recurring retainer or one-time project).

"Active, Paying Client" means a referred client that is currently under a signed, active agreement with DTC Pages and is current on its payment obligations under that agreement (not more than thirty (30) days past due). A client who has paused or terminated their engagement is not an Active, Paying Client for the period of the pause or after termination, even if they later resume or re-sign.

"Referral Attribution Window" means the twelve (12) month period described in Section 3, beginning once a referral is credited to a Partner.

"Reward" means the payments described in Section 4.

The Partner may refer prospective clients (Shopify and ecommerce brands) to DTC Pages by making a warm introduction through any channel in which the Partner is in contact with DTC Pages - for example by email to agus@dtcpages.com, fede@dtcpages.com, or admin@dtcpages.com, via Slack, WhatsApp, direct or text message, or through the referral form in the Partner's dashboard. A referral is valid only when, at the time of introduction, the referred brand is not already an active client of DTC Pages, an existing lead in the DTC Pages pipeline, or already in active discussions with DTC Pages, and the introduction is made with the referred brand's awareness.

DTC Pages has sole discretion over whether and how to pursue, qualify, price, and engage any referred brand. Nothing in this Agreement obligates DTC Pages to contract with any referred brand.

Referral credit and attribution window: a referral is credited to the Partner, and counts as a qualified lead, only once the referred brand books an introductory call with DTC Pages following the Partner's introduction. Simply naming or listing a prospective brand, without that brand booking a call, does not qualify or credit the referral to the Partner. Once credited, the Referral Attribution Window lasts twelve (12) months from the date of that call. If the referred brand becomes a paying client of DTC Pages within the Referral Attribution Window, whether through further contact by DTC Pages, a different channel, or the brand reaching out on its own with no new referral involved, the Partner originally credited with the referral still receives the Reward, unless DTC Pages' internal records show that a different Partner independently generated a new engagement with that brand after the original opportunity had genuinely lapsed. If the referred brand does not become a paying client within the Referral Attribution Window, the credit expires and a new, engaged referral is required for the Partner to be credited going forward.

Multiple referrals of the same brand: if more than one Partner refers the same brand, whichever introduction was first credited under this Section, as reflected in DTC Pages' internal records, controls, and DTC Pages' records are determinative absent clear evidence of error.

For recurring clients, each referral is rewarded under one of the following models, agreed with the Partner on a per-referral basis (different referrals may use different models):

-50% of the first month: a one-time payout equal to 50% of the referred client's first monthly retainer fee actually paid. If the client's first month is discounted, the reward is 50% of the discounted amount actually collected.

-10% in perpetuity: a recurring payout equal to 10% of the referred client's monthly retainer fee, paid each month for as long as the client remains an Active, Paying Client of DTC Pages.

One-time projects: for one-off, non-recurring projects, the reward is always 10% of the project value, paid once. This applies to one-time projects regardless of any recurring model agreed for the Partner's referrals.

If a referred client's engagement changes after the reward model for that referral is agreed, whether in structure (for example, a one-time project later becomes a recurring retainer, or a recurring retainer converts to a one-time project) or in scope (for example, the client upgrades or downgrades their plan or retainer level), the Reward for each payment is calculated according to the actual structure and fee amount of that payment when received: the recurring model agreed for that referral applies to recurring fees at whatever level is then in effect, and the 10% one-time rate applies to one-time project fees, regardless of how the relationship began or evolved.

Basis of calculation: Rewards are calculated on the net fees actually received by DTC Pages from the referred client, excluding taxes, third-party costs, paid media spend, software fees, and payment processing fees. Where DTC Pages issues a refund, credit, or discount to the referred client, the Reward basis is reduced accordingly, including retroactively if the refund, credit, or discount is applied after a Reward has already been paid (see Section 5 on adjustments).

A Reward becomes payable only after the referred client makes a Qualifying Payment to DTC Pages. No Reward is owed on signature alone, and no Reward is owed if the referred client never pays. In addition, the first Reward for each referred client is held until that client's 6-week money-back guarantee window has elapsed - so if the client requests a refund within that window, no reward is paid on money DTC Pages returns.

-One-time (50% of first month) Rewards are paid once, after the Qualifying Payment.

-Perpetuity (10%) Rewards are paid monthly in arrears for each month the referred client pays DTC Pages, for as long as they remain an Active, Paying Client.

-One-time project Rewards are paid once, after the Qualifying Payment for that project.

Payouts are made within thirty (30) days of the later of (a) the corresponding client payment, or (b) DTC Pages' receipt of valid, complete payout details from the Partner. The Partner is responsible for providing accurate payout details promptly and for any delay caused by incomplete or missing details.

Currency: all Rewards are calculated and paid in United States Dollars (USD). If a referred client pays DTC Pages in a currency other than USD, the Reward is calculated on the USD amount actually received by DTC Pages, using the exchange rate and reflecting any conversion fees actually applied by DTC Pages' bank or payment processor for that transaction. The Partner is responsible for any further conversion costs or fees incurred on the Partner's end in receiving the Reward in USD.

Refunds, reversals, and chargebacks: if a client payment on which a Reward was based is later refunded, reversed, or charged back, in whole or in part, DTC Pages may deduct the corresponding portion of the Reward already paid from future payouts to the Partner, or invoice the Partner directly for that amount if no future payout is expected.

Minimum payout: perpetuity Rewards accrue and are paid once the accrued, unpaid balance reaches fifty dollars ($50), or upon termination of this Agreement, whichever comes first. (This threshold is a default and can be adjusted by DTC Pages with notice under Section 16.)

The Partner is responsible for any taxes on Rewards received, subject to Section 6.

Before any Reward is paid, the Partner must submit a completed IRS Form W-9 (if a U.S. person or entity) or the applicable IRS Form W-8 (for example, Form W-8BEN or W-8BEN-E, if a non-U.S. person or entity), and any other documentation DTC Pages reasonably requires to meet its tax reporting and withholding obligations. DTC Pages may withhold payment of any Reward until valid documentation is on file, and may withhold amounts from a Reward as required by applicable law. DTC Pages may issue applicable tax forms (for example, Form 1099-NEC for U.S. persons) reflecting Rewards paid during a given tax year.

This Agreement is effective on the Effective Date and continues until terminated by either Party. Either Party may terminate at any time by written notice to the other, effective upon receipt unless a later date is specified in the notice.

Termination does not affect Rewards already earned on qualifying referrals made before the termination date. In addition, a referral introduced before the termination date remains eligible for a Reward under this Agreement if the referred brand becomes a paying client of DTC Pages within the Referral Attribution Window described in Section 3, even if that occurs after termination.

Perpetuity Rewards on referrals that qualified before termination continue for as long as the referred client remains an Active, Paying Client, subject to the terms of this Agreement.

The Parties are independent contractors. Nothing in this Agreement creates an employment, partnership, agency, or joint venture relationship. The Partner has no authority to bind DTC Pages, to make commitments on its behalf, or to negotiate terms with referred brands on its behalf.

The Partner will make only truthful, non-misleading statements about DTC Pages and its services, will not use spam or deceptive practices to generate referrals, and will comply with all applicable laws, including anti-spam and disclosure requirements. The Partner will disclose the referral relationship where required by law. If the Partner is a business entity, the individual accepting this Agreement on its behalf represents that they have authority to do so.

Each Party will keep confidential any non-public information shared in connection with the program, including client identities, pricing, and results. This obligation survives termination of this Agreement.

The Partner will only share a referred brand's contact information (such as name and email) with DTC Pages where the referred brand is aware of and has consented to the introduction, consistent with Section 3. DTC Pages will use referral contact information solely to evaluate and pursue the referral, consistent with its privacy policy, and will not sell that information to third parties.

DTC Pages may reference aggregate or anonymized partner performance (for example, total rewards earned by a partner over a stated period, without naming the partner) in its own marketing and partner recruitment materials. Any use of the Partner's name, likeness, or logo, or any attributed (non-anonymized) testimonial, requires the Partner's separate prior written consent.

DTC Pages does not guarantee that any referral will become a client or generate any Reward. Rewards are earned only as described in this Agreement.

To the maximum extent permitted by law, neither Party is liable for indirect or consequential damages. DTC Pages' total liability under this Agreement will not exceed the total Rewards paid to the Partner in the six (6) months preceding the claim.

DTC Pages may assign this Agreement, in whole or in part, without the Partner's consent, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its business. The Partner may not assign this Agreement without DTC Pages' prior written consent, given this Agreement is based on the Partner's personal introductions and relationships.

DTC Pages may update the terms of this Agreement or the referral program from time to time. Updates take effect upon notice to the Partner, which DTC Pages may provide by email, by posting to the Partner's dashboard, or both. Continued participation in the program after the effective date of an update constitutes acceptance of the updated terms. Notwithstanding any update, a Reward on a referral for which a Qualifying Payment was received before the effective date of that update remains governed by the terms in effect at the time the Qualifying Payment was received.

This Agreement is the entire agreement between the Parties regarding the referral program and supersedes all prior or contemporaneous understandings, arrangements, or agreements, whether written or oral, relating to referrals, including any informal or legacy referral arrangement previously in place between the Parties.

This Agreement is governed by the laws of the State of New York. Any dispute will first be addressed through good-faith negotiation, then mediation, and if unresolved, binding arbitration in New York County, New York.

Notices under this Agreement must be in writing and may be delivered by email to the address the Partner has on file, by posting to the Partner's dashboard, or to the DTC Pages address above. Notices are deemed received when sent, or on the next business day if sent outside normal business hours.

If any provision of this Agreement is found unenforceable, the remaining provisions remain in full force and effect. A Party's failure to enforce any provision on one occasion is not a waiver of its right to enforce that or any other provision later.

By checking the acceptance box and confirming their agreement, whether by submitting the referral partner form or by accepting from their partner dashboard, the Partner acknowledges that they have read, understood, and agree to be bound by these terms, including the terms in Section 6 requiring tax documentation before payout. This electronic acceptance constitutes a legally binding signature. A record of acceptance including timestamp, IP address, and agreement version is stored for verification purposes.