ProHauler Referral Partner Program Agreement & Code of Conduct

1. Program Application and Eligibility

The Program has two participant types. Participation may occur through either automatic eligibility or a direct invitation from ProHauler. ProHauler reserves the right to approve, deny, suspend, or terminate participation in the Referral Partner Program for violations of this Agreement, fraud, abuse of the Program, legal or regulatory concerns, or other legitimate business reasons.

Participation in the Referral Partner Program does not guarantee acceptance into the Program, referral commissions, or future eligibility. ProHauler reserves the right to modify, suspend, or discontinue the Referral Partner Program, commission structure, eligible Qualifying Subscription Plans, Program benefits, or other Program requirements upon reasonable notice. Unless otherwise expressly stated, such changes will not affect commissions that have already been earned under this Agreement.

1.1 ProHauler Retailer Referral Partners

These are paying ProHauler retailers with an active Qualifying Subscription Plan. "Qualifying Subscription Plan" currently includes:

• Starter
• Growth
• Enterprise

A ProHauler retailer must maintain an active Qualifying Subscription Plan to continue earning referral commissions. The 1% Technology Fee plan is not a Qualifying Subscription Plan for commission purposes.

1.2 Invitation-only Referral Partners

These are selected influencers, consultants, vendors, associations, industry professionals, or other approved parties who do not operate a paid ProHauler retailer account. They receive an invitation-only Referral Partner Account that provides access to referral reporting and commission-payment functionality but does not provide access to ProHauler business-management tools. Referral Partner Accounts are not public-signup accounts and are not paid ProHauler subscriptions.

2. Program Rules and Referral Tracking

Each Referral Partner receives a unique Referral Partner ID, a unique Referral Link, and one or more Referral Coupons, when applicable. A referral may be tracked through a Referral Link or Referral Coupon.

2.1 Referral Attribution

Referral attribution is automatically determined and applied in this priority order:

1. A valid Referral Coupon entered during checkout takes precedence.
2. If no valid Referral Coupon is entered, the most recent valid Referral Link clicked within the previous 90 days receives attribution.
3. ProHauler reserves the right to correct referral attribution when necessary to resolve fraud, technical errors, duplicate referrals, self-referrals, abuse of the Referral Partner Program, or other violations of this Agreement. Any such correction shall be made in good faith based upon the facts available to ProHauler.

The following rules additionally apply:

• The newest valid referral tracking cookie normally receives referral credit.
• Referral Coupon attribution overrides Referral Link attribution.
• Self-referrals are strictly prohibited.
• A recently canceled ProHauler retailer may not cancel and re-subscribe under a different Referral Partner within 90 days for the purpose of changing referral attribution.
• Referral Partners may not induce an existing ProHauler retailer to cancel, transfer, recreate, or re-assign an account to change referral ownership.
• An unreferred retailer remains unreferred unless ProHauler agrees otherwise in writing.
• ProHauler has final discretion over referral attribution and commission eligibility.

3. Compensation

A Referral Partner earns commissions based on the following schedule applied to a referred retailer's Qualifying Subscription Plan:

• 40% of qualifying subscription revenue for the first six (6) successful qualifying subscription payments.
• 20% of qualifying subscription revenue for successful qualifying subscription payments seven (7) through twelve (12).
• No recurring commission after the twelfth (12th) successful qualifying subscription payment.

The commission schedule is based strictly on successful payments, not simply calendar months. A failed, refunded, reversed, or charged-back payment does not count as a successful qualifying subscription payment. The commission cycle begins when the referred retailer makes its first successful payment under a Qualifying Subscription Plan.

3.1 Technology Fee Plan Referrals

The 1% Technology Fee plan does not generate referral commissions. However, referral attribution remains attached permanently to the referred retailer.

If a referred retailer begins on the 1% Technology Fee plan and later upgrades to a Qualifying Subscription Plan:

• The normal 12-payment commission cycle begins with the first successful payment under the Qualifying Subscription Plan.
• Time spent on the Technology Fee plan does not count toward the 12 qualifying payments.
• No commission is paid on the Technology Fee revenue itself.

3.2 Upgrade Bonus

When a referred retailer upgrades from one Qualifying Subscription Plan to a higher Qualifying Subscription Plan (e.g., Starter to Growth, Starter to Enterprise, Growth to Enterprise), the upgrade:

• Does not restart the 12-payment commission schedule.
• Does not extend the 12-payment commission schedule.
• ProHauler may, in its sole discretion, offer a one-time Upgrade Bonus to eligible Referral Partners. Upgrade Bonuses are promotional incentives, are not guaranteed, and may be modified or discontinued at any time.

ProHauler reserves the right to modify or discontinue Upgrade Bonuses at any time.

3.3 Commissionable Revenue

Commissions apply only to qualifying ProHauler base subscription revenue actually received by ProHauler, excluding taxes. No recurring commissions are earned on:

• The 1% Technology Fee
• Wallet or transaction fees
• Merchant-processing fees
• Telephone services
• SMS or text-message services
• AI add-ons
• Setup or onboarding fees
• Hardware
• Taxes
• Refunds
• Chargebacks
• Credits

Other ancillary products or services are excluded unless ProHauler expressly designates them as commissionable.

4. Qualification, Payouts, and Taxes

4.1 Hold Period

The referred retailer has remained active and eligible under this Agreement for at least 45 days before the related commission becomes payable. A commission is payable only when:

• The referred retailer has remained active and eligible under this Agreement for at least 45 days.
• The qualifying subscription payment has been successfully collected.
• The referring party remains eligible under the program.
• Required payout and tax information is complete.
• The referral does not violate this Agreement.
• The transaction has not been refunded, reversed, disputed, or charged back.

4.2 Payment Requests and Payouts

Payout requests and commission-payment processing follow the existing ProHauler referral payout process. ProHauler may establish reasonable payout timing, processing requirements, tax-document requirements, and payment-method requirements. Earned commissions shall not be forfeited solely because the unpaid balance is below any minimum threshold.

4.3 Taxes and W-8 / W-9 Requirements

You are solely responsible for any and all tax liabilities associated with commissions received. ProHauler may require you to submit a completed W-8 or W-9 form before any commissions are paid. Failure to provide required tax documentation may result in withholding of commissions or suspension of your Referral Partner Account.

4.4 Fraud, Chargebacks, and Refunds

If a referred transaction is subject to a refund, chargeback, or is deemed fraudulent, any commission earned on that transaction will be reversed. ProHauler reserves the right to offset such amounts against your future commissions. If your account balance becomes negative, you agree to repay the owed amount to ProHauler upon demand.

5. Retailer Eligibility and Account Status

5.1 Active Retailer Requirement

ProHauler Retailer Referral Partners earn referral commissions only while maintaining an Active Qualifying Subscription Plan.

If a ProHauler Retailer Referral Partner's own subscription payment fails, the account may enter a billing grace period. During this grace period, referral commissions may be placed on hold. If the retailer brings the account current, held commissions may be released.

If the retailer subscription is canceled (voluntarily or involuntarily):

• The retailer immediately loses eligibility to earn future referral commissions.
• All future unpaid commissions are permanently forfeited.
• Reactivating the ProHauler account later does not restore forfeited commission schedules. Only new referrals generated after reactivation may begin new commission cycles.

Previously completed commission payments or commissions that have already satisfied all qualification requirements remain unaffected unless otherwise subject to fraud, refund, chargeback, or another provision of this Agreement.

5.2 Referral Partner Accounts

Invitation-only Referral Partner Accounts do not include ProHauler operational software. They exist solely for referral reporting and commission management. These accounts remain eligible to earn commissions while they remain active, eligible under this Agreement, and not suspended or terminated.

6. Intellectual Property and Brand Usage

ProHauler may provide you with certain intellectual property, resources, or materials to be used solely in connection with the Referral Partner Program (collectively, the “ProHauler Materials”). You acknowledge that ProHauler shall maintain complete ownership of the ProHauler Materials and agree that you will not do anything inconsistent with ProHauler's ownership. You further agree that all of your use of the ProHauler Materials (including all associated goodwill) shall inure solely to the benefit of ProHauler. Nothing in this Agreement grants you any right, title, or interest in the ProHauler Materials other than the limited right to use the ProHauler Materials in accordance with this Agreement. You further agree that you will not challenge ProHauler's ownership of, or rights in, the ProHauler Materials or the validity of this Agreement.

You agree that all use of ProHauler's trademarks will comply with the current edition of ProHauler's Brand Style Guidelines and any other instructions provided by ProHauler regarding the form and manner of use of its trademarks. This includes using trademark notices, including the ® symbol, only as instructed by ProHauler. Your authorization to use the ProHauler Materials, including ProHauler's trademarks, is personal to you and may not be sublicensed, transferred, or otherwise provided to any other person or entity. Upon request, you will provide ProHauler with samples of any materials that include ProHauler's trademarks.

Subject to this Agreement, ProHauler grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the ProHauler Materials solely as necessary to participate in and promote the Referral Partner Program in a manner approved by ProHauler.

All rights with respect to the software and services provided by ProHauler ("Services"), and ProHauler's name, trademarks, logos, copyrights, trade dress, and other intellectual property (collectively, "ProHauler IP"), whether now existing or later developed, that are not expressly granted to the Referral Partner under this Agreement are reserved exclusively by ProHauler. Any goodwill generated through your use of the ProHauler IP shall inure solely to the benefit of ProHauler.

Except as expressly permitted by this Agreement, you may not use ProHauler IP without ProHauler's prior written consent, including, without limitation, using ProHauler's trademarks or brands as part of your company name, domain name, social media account, or advertising.

You agree to promptly notify ProHauler of any actual or suspected infringement or unauthorized use of ProHauler IP that becomes known to you and will provide reasonable assistance, at ProHauler's expense, in protecting or enforcing ProHauler's intellectual property rights. You further agree not to promote or provide services to any business or individual that knowingly infringes ProHauler's intellectual property.

You will use commercially reasonable efforts to protect the security of the Services on your systems and networks, including any internal or public websites, against unauthorized access, hacking, modification, or redistribution. Upon becoming aware of any security breach affecting the Services or ProHauler Materials, you will promptly notify ProHauler and take reasonable steps to mitigate and remedy the breach.

You grant ProHauler a non-exclusive, worldwide, royalty-free license to use, reproduce, publish, display, and distribute any content or materials you create or publish in connection with ProHauler or the Referral Partner Program for any lawful business purpose, including: (i) promoting ProHauler; (ii) marketing the Referral Partner Program; (iii) recognizing or showcasing the creativity or achievements of you or other Referral Partners; or (iv) any other purpose mutually agreed upon by you and ProHauler. You represent and warrant that any such content does not infringe the intellectual property rights of any third party.

If you choose to participate in any events or media activities, including virtual or in-person events, contests, strategy sessions, workshops, podcasts, masterminds, conferences, summits, webinars, or similar activities sponsored or approved by ProHauler (collectively, "Activities"), you grant ProHauler the irrevocable, perpetual, worldwide right and permission to record, copyright, use, reproduce, publish, distribute, modify, display, and otherwise use your image, voice, likeness, name, and other contributions (collectively, "Likeness") captured during your participation in the Activities for any lawful business purpose.

You represent and warrant that: (i) no other party has been granted an exclusive license to your Likeness that would conflict with this Agreement; and (ii) no additional authorization or consent is required for ProHauler to exercise the rights granted under this Section.

You waive any right to inspect or approve ProHauler's use of your Likeness or any advertising, promotional, or marketing materials incorporating your Likeness. You release ProHauler from any claims arising out of the authorized use of your Likeness, including claims for libel, slander, invasion of privacy, infringement of copyright, violation of publicity rights, or similar claims. This release includes, without limitation, claims arising from blurring, distortion, alteration, digital editing, optical illusion, composite use, use of a fictitious name, or any other modification or processing of your Likeness, whether intentional or otherwise.

7. Term and Termination

This Agreement begins upon your acceptance into the Program and continues until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice. ProHauler may immediately terminate this Agreement and your participation in the Program if you breach any provision of this Agreement, including the Code of Conduct. Upon termination, you will only be eligible for unpaid commissions that were fully earned prior to the termination date, subject to all other conditions of this Agreement.

8. Independent Contractor

You and ProHauler are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and ProHauler. You have no authority to make or accept any offers or representations on behalf of ProHauler.

9. Confidentiality and Privacy

"Confidential Information" means any non-public business, technical, financial or other proprietary information you may receive from us during the term of this Program, including without limitation any brand guidelines, data, personal information of Customers or Prospects that ProHauler provides to you for the purpose of fulfilling your obligations under the Program or under a separate agreement for services (“Personal Information”), or the terms of this Agreement. You agree to hold our Confidential Information in strict confidence and not disclose it to any third party or use such Confidential Information for any purpose other than as expressly allowed here. Confidential Information will not include: (a) information that is or becomes publicly available through no fault of yours, (b) was in your possession or known by you without restriction prior to receipt from us, (c) was rightfully disclosed to you by a third party without restriction, or (d) was independently developed by you without use of any of our Confidential Information. You may disclose our Confidential Information where required by law or court order; provided, that to the extent legally permissible, you shall promptly notify us so that we may try to limit disclosure and obtain confidential treatment or a protective order for our Confidential Information. With regards to Personal Information, you represent and warrant that you will treat Personal Information in accordance with all applicable Laws/Terms and in compliance with applicable privacy policies. You also represent and warrant that you will maintain and make your own privacy policy available to Customers or Prospects with whom you interact as part of the Program or services you provide to ProHauler under separate agreement. Additionally, you represent and warrant that you will not share or sell any Confidential or Personal Information to third parties, regardless of whether that third party is under an obligation of confidentiality, without ProHauler’s express written consent.

10. Limitation of Liability and No Guarantee

PROHAULER MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM. PROHAULER MAKES NO GUARANTEE THAT YOU WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

IN NO EVENT SHALL PROHAULER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROHAULER'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless ProHauler, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your participation in the Program; (b) your websites, marketing materials, or promotional activities; (c) your breach of this Agreement; or (d) your violation of any law or the rights of any third party.

12. Governing Law, Dispute Resolution, and Class Action Waiver

You agree that all matters relating to the Program, including all disputes, will be governed by the laws of the United States and by the laws of the State of Kansas without regard to its  conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Topeka, Kansas, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under this Agreement must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions may not be subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between ProHauler and you arising out of or in connection with the Program, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

YOU AND WE AGREE THAT ANY DISPUTE THAT CANNOT BE RESOLVED THROUGH THE PROCEDURES SET FORTH ABOVE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT ALLOWED. YOU MAY BRING A CLAIM ONLY ON BEHALF OF YOURSELF AND CANNOT SEEK RELIEF THAT WOULD AFFECT OTHER USERS OF OUR SERVICES OR THE PROGRAM.

13. Miscellaneous

Entire Agreement: This Agreement, together with all policies, agreements, and documents incorporated herein by reference, constitutes the entire agreement between ProHauler and the Referral Partner regarding the Referral Partner Program and supersedes all prior or contemporaneous discussions, negotiations, representations, understandings, and agreements relating to the Program.

Severability: If any provision of this Agreement is found to be unenforceable, the remainder of the Agreement will continue in full force and effect.

Injunctive Relief: You acknowledge that a breach of this Agreement may cause irreparable harm to ProHauler, for which monetary damages would be inadequate, and ProHauler shall be entitled to seek injunctive relief.

Complaint Notification: You must promptly notify ProHauler within 24 hours of any complaints, regulatory inquiries, or legal threats you receive relating to your promotion of ProHauler.

Force Majeure: No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in this Section, if reasonable notice and good faith efforts to find a reasonable solution are provided. "Force Majeure Event" shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.

Export Controls: You agree to comply with all applicable export control laws and regulations.

Exhibit A: Code of Conduct

As a Referral Partner, you must adhere to the following Code of Conduct. Failure to comply may result in immediate suspension or termination of your Referral Partner Account and forfeiture of commissions.

1. Truthful and Accurate Endorsements

All statements, claims, and representations you make about ProHauler Software must be truthful, accurate, and based on your actual experience or the official materials provided by ProHauler. You may not make exaggerated, false, or misleading claims about the capabilities, pricing, or benefits of the software.

2. Compliance with FTC Requirements

You must comply with all Federal Trade Commission (FTC) guidelines concerning endorsements and testimonials. You must clearly and conspicuously disclose your material connection to ProHauler whenever you share a Referral Link or Referral Coupon (see Exhibit B for Disclosure Requirements).

3. Email and Telemarketing Compliance (CAN-SPAM & TCPA)

If you use email to promote your Referral Link, you must comply strictly with the CAN-SPAM Act. This includes providing a clear opt-out mechanism and accurately identifying the sender. If you use SMS, text messaging, or telemarketing, you must comply strictly with the Telephone Consumer Protection Act (TCPA) and obtain all legally required prior express written consents before contacting individuals.

4. Prohibition Against Cookie Stuffing

You are strictly prohibited from using "cookie stuffing" techniques, including but not limited to loading your Referral Link in hidden iframes, pop-ups, pop-unders, or automatically redirecting users without their knowledge or affirmative action.

5. Paid Advertising Rules and Trademark Restrictions

You may not bid on ProHauler Software trademarked terms, branded terms, or any misspellings thereof in pay-per-click (PPC) advertising campaigns (e.g., Google Ads, Bing Ads). You may not use ProHauler trademarks in your ad copy or display URLs. You may not direct link from PPC ads to the ProHauler website; you must direct traffic to your own landing page first.

6. Privacy Requirements

You must maintain and clearly display a privacy policy on your website that accurately describes how you collect, use, and share user data, including the use of tracking cookies for referral programs. You must comply with all applicable privacy laws (e.g., GDPR, CCPA) when targeting users in protected jurisdictions.

7. Prohibition Against Unauthorized Incentives

You may not offer cash rebates, kickbacks, or unauthorized incentives to individuals in exchange for them signing up through your Referral Link or using your Referral Coupon, unless expressly approved in writing by ProHauler.

8. Prohibition Against Impersonation

You may not impersonate ProHauler Software, its employees, or its representatives. Your websites, social media profiles, and marketing materials must not be designed in a way that confuses users into believing they are interacting directly with ProHauler.

Exhibit B: Disclosure Requirements

You must clearly and conspicuously disclose your relationship with ProHauler Software whenever you promote the platform or share your Referral Link. The disclosure must be placed close to the endorsement or Referral Link so that it is easily noticed by the consumer.

1. General Disclosure Language

A clear and conspicuous disclosure might read:

"I am a ProHauler Referral Partner, which means I may earn a commission when purchases are made through this referral link."

Or simply:

"Disclosure: This post contains referral links. If you purchase a ProHauler subscription through my link, I may earn a commission at no extra cost to you."

2. Social Media Requirements

On platforms with limited space (like X/Twitter), you must include clear hashtags such as #ad, #sponsored, or #ProHaulerPartner. The hashtag must be visible without the user having to click "read more."

3. Video and Livestream Requirements

For video content (e.g., YouTube, TikTok, Instagram Reels) and livestreams, the disclosure must be made both verbally within the video itself and in text within the video description. A written disclosure solely in the description is insufficient if the endorsement is made verbally in the video.

4. Blog Posts and Articles

For blog posts or articles, the disclosure must appear at the top of the post or immediately before the first Referral Link. It cannot be buried at the very bottom of the page or hidden in a generic "Terms and Conditions" link.