Acuerdo del Programa de Referidos

REFERRAL PROGRAM AGREEMENT — DHARELL MUSIC Version 2026-07-18-v1 — Effective as of July 18, 2026 1. NATURE OF THE RELATIONSHIP The Partner acts as an independent contractor. No employment, partnership, agency, joint venture, or franchise relationship exists with Dharell Music LLC ("Dharell"). The Partner has NO authority to bind, represent, or obligate Dharell before third parties. 2. ELIGIBILITY AND VERIFICATION The Partner represents that they are of legal age, have full legal capacity, are not on any sanctions lists (OFAC, UN, EU), and will provide truthful tax information (W-9 / W-8BEN as applicable). Dharell may require identity verification and suspend access until it is completed. 3. COMMISSIONS Dharell will pay the Partner a commission of 10% (individual) or 15% (agency) on the NET revenue actually collected from referred clients, for as long as such clients remain active and in good standing. Attribution window: 60 days last-touch. Dharell may modify rates and conditions with 30 days' notice; continued use constitutes acceptance. 4. PROHIBITED CONDUCT (grounds for immediate termination and full clawback) The Partner may NOT: (a) Engage in self-referrals, fictitious accounts, unapproved incentives (cashback, rebates), or any form of fraud, including card fraud or identity fraud. (b) Send spam via email, SMS, WhatsApp, DM, or automated calls; violate CAN-SPAM, GDPR, LGPD, CASL, or similar regulations. (c) Promise guaranteed income, inflated figures, false results, or false testimonials. (d) Impersonate Dharell, use the brand without authorization, register domains/handles that include "Dharell" or confusingly similar variants, or bid on brand keywords on Google/Meta Ads. (e) Engage in black-hat SEO practices, cookie stuffing, hidden iframes, adware, or malware. (f) Defame competitors using Dharell's name. 5. BRAND Dharell grants the Partner a limited, revocable, non-exclusive, and non-transferable license to use the name and logo solely in previously approved materials. Any other use requires written authorization. The license terminates automatically with this Agreement. 6. CONFIDENTIALITY Customer data, wholesale pricing, roadmap, internal metrics, code, and any non-public information are CONFIDENTIAL. This obligation survives indefinitely for trade secrets and for 3 years for all other information after termination. 7. DATA PROTECTION The Partner is an independent controller of the leads it collects and complies with GDPR, LGPD, CCPA, and other applicable regulations. The Partner WILL INDEMNIFY Dharell for any breach, sanction, claim, or fine arising from its handling of data. 8. PAYMENTS AND CLAWBACK Minimum payout: USD 50. A 60-day holdback applies to cover refunds and chargebacks. If a referred customer requests a refund, initiates a chargeback, or cancels within the first 90 days, the corresponding commission will be reversed (clawback) from the balance or future payouts. 9. TAXES The Partner is solely responsible for their tax obligations. Dharell may withhold in accordance with applicable law (Forms 1099 / 1042-S in the U.S.). 10. TERMINATION Either party may terminate with or without cause upon 7 days' written notice. Upon termination FOR CAUSE (fraud, spam, breach of this Agreement), all pending commissions are FORFEITED and Dharell may enforce full clawback. 11. INDEMNIFICATION The Partner WILL DEFEND AND INDEMNIFY Dharell, its officers, employees, and affiliates against any claim, demand, damage, penalty, cost, or expense (including reasonable attorneys' fees) arising from: (a) acts or omissions of the Partner; (b) representations made by the Partner to third parties; (c) breach of this Agreement; (d) violation of laws. 12. LIMITATION OF LIABILITY Dharell's total liability under this Agreement is limited to the amount of commissions paid to the Partner in the last 3 months. Dharell is NOT liable for indirect, incidental, punitive, special, consequential damages, lost profits, or loss of data, even if advised of the possibility thereof. 13. NO WARRANTIES The Program is offered "AS IS" and "AS AVAILABLE." Dharell may modify, suspend, or terminate the Program at any time without any liability. 14. NON-MISUSE OF INFORMATION During the term and for 12 months thereafter, the Partner will NOT use information obtained through Dharell (lists, pricing, processes) to compete directly against Dharell or to promote competing distributors. 15. GOVERNING LAW AND VENUE This Agreement is governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict-of-laws rules. Exclusive jurisdiction: courts of San Juan, PR. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL. 16. ARBITRATION AND CLASS ACTION WAIVER Any dispute will be resolved through binding INDIVIDUAL arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). THE PARTNER EXPRESSLY WAIVES THE RIGHT TO INITIATE OR PARTICIPATE IN CLASS OR COLLECTIVE ACTIONS. 17. ELECTRONIC SIGNATURE The Partner acknowledges that typing their full name and clicking "I agree and sign" constitutes a BINDING ELECTRONIC SIGNATURE with the same legal effect as a handwritten signature, under the E-SIGN Act (15 U.S.C. §7001) and Puerto Rico Law 148-2006. Date, time, IP address, and user agent are recorded as evidence. 18. MODIFICATIONS Dharell may publish new versions. Use of the dashboard more than 15 days after a new version is published, or electronic signature of that version, constitutes acceptance. Previously signed versions remain archived with their integrity hash. 19. ENTIRE AGREEMENT AND SEVERABILITY This Agreement constitutes the entire understanding between the parties regarding the Program. If any clause is found invalid, the remaining clauses remain in full force and effect. BY SIGNING, THE PARTNER STATES THAT THEY HAVE READ, UNDERSTOOD, AND ACCEPTED THIS AGREEMENT IN ITS ENTIRETY.