LEGAL

Referral Program Terms of Use

September 3, 2025

By creating an account in Tolt.io (“Tolt”) and participating in the Practivated Referral Program (the “Program”), you (“Consultant” or “Affiliate”) agree to the following terms and conditions.

1. Referral Arrangement

Consultant may refer potential clients (“Referrals”) to Practivated who have expressed interest in Practivated’s services. Consultant will provide Referrals with Consultant’s unique referral link generated and tracked through Tolt.

2. Qualified Referral

A “Qualified Referral” means a Referral that results in either (a) a signed contract for Practivated’s services, or (b) a paid subscription (monthly or annual) initiated through Practivated’s online application, in each case as properly tracked and recorded by Tolt. Practivated will promptly notify Consultant through Tolt upon the successful closing of a Qualified Referral.

3. Referral Fees

Practivated agrees to pay Consultant a referral fee equal to 10% of the revenue generated from the initial 12 months. Referral fees apply solely to fees charged for services and do not include expenses or additional costs incurred by clients.

4. Payment Terms

Referral fees will be calculated based on collected revenue and will accrue monthly. Payment of referral fees shall be made quarterly, within thirty (30) days following the end of each calendar quarter, through the Tolt platform. Payments shall cease after the completion of the initial 12 months of services.

5. Reporting

Practivated will provide Consultant with quarterly reports, through Tolt or otherwise, detailing Qualified Referrals, contracts signed, subscriptions initiated, fees earned, and payments due.

6. Independent Contractor Relationship

Consultant acknowledges and agrees that Consultant is acting as an independent contractor and not as an employee or agent of Practivated. Consultant shall be solely responsible for all applicable taxes, including but not limited to self-employment taxes. Practivated shall issue IRS Form 1099, if applicable, for referral payments made under this Agreement.

7. No Authority to Bind

Consultant shall not represent themselves as having any authority to bind or act on behalf of Practivated in any contract, obligation, or agreement.

8. Non-Exclusivity

This Agreement does not grant exclusivity to either Party, nor does it imply any employment or partnership relationship. Consultant operates independently from Practivated.

9. Program Rules (Affiliate Conduct)

9.1 Self-Referrals. Self-referrals are not allowed. You may not use your own referral link to sign up for Practivated. Any attempt to do so will result in termination of your account and forfeiture of unpaid commissions.

9.2 Abuse or Misleading Conduct. Attempts to mislead, manipulate, or defraud Practivated or potential customers will result in termination of your account. This includes, without limitation, posting fake discounts on coupon sites, spamming, or engaging in deceptive practices.

9.3 Advertising Restrictions. Affiliates may not run paid search engine ads (e.g., Google Ads) on Practivated-branded terms or domains, social media ads (e.g., Facebook Ads), or any other advertising that competes with Practivated’s own marketing or creates customer confusion.

9.4 Impersonation. Affiliates may not impersonate Practivated, its employees, or claim to act on Practivated’s behalf.

10. Confidentiality

Both Parties agree to maintain confidentiality regarding client information, referral fees, and related business practices unless required by law or authorized by the other Party.

11. Term and Termination

This Agreement shall remain in effect for one (1) year from the Effective Date and will automatically renew annually unless terminated by either Party with thirty (30) days’ written notice. Either Party may also terminate immediately for violation of these Terms or by closing or disabling the Affiliate’s Tolt account.

12. Changes to the Terms

Practivated reserves the right to update or change these Terms at any time. Updated terms will be posted within Tolt or on Practivated’s website. Continued participation in the Program constitutes acceptance of updated terms.

13. Dispute Resolution

Any dispute arising from this Agreement shall first be subject to mediation conducted in good faith. Should mediation fail to resolve the dispute within thirty (30) days, either Party may pursue legal remedies in courts located in California. Both Parties consent to the jurisdiction of these courts.

14. Governing Law

This Agreement shall be governed by and interpreted under the laws of the State of Delaware, without regard to its conflict of laws principles.

15. Entire Agreement

This Agreement represents the entire understanding and agreement between the Parties concerning referrals and supersedes all previous oral or written agreements between the Parties related to this subject matter.

Contact: partners@practivated.com