Truvo Partner Program Agreement

These Referral Partner Terms ("Terms") govern the referral of potential insurance customers to Truvo, Inc. ("Company", "we", "our", or "us") by approved affiliates and marketing partners ("Referral Partner", "you").

You must be 18 years of age or older and a legal U.S. resident to participate.

If you are joining on behalf of a company or organization, "you" includes both you and the entity and you represent and warrant that you are authorized bind the entity to these Terms, and that you agree to these Terms on the entity's behalf

Participation begins only once the Company confirms your enrollment and issues your unique referral link, tracking ID, or API key.

We may amend or terminate these Terms at any time. The most current version will always be posted at www.partner.truvo.com/referral/terms, and continued participation constitutes acceptance of updates.

Referral Partner, who is a non-licensed entity, is engaged solely to refer potential customers to the Company's digital quoting portal for quote requests.

Non-licensed entities are not authorized to sell, solicit, or negotiate insurance, and nothing in these Terms creates an agency, employment, or fiduciary relationship. Only licensed insurance agents and brokers can sell, solicit or negotiate policies of insurance.

(a) Qualified Lead Definition

A "Qualified Lead" is a potential insurance customer who submits a bona fide quote request through the Company's online quoting portal using your unique link who;

1. Owns or intends to purchase the vehicle for which insurance is requested;

2. Is a "New Customer" who has not previously generated a quote request or held a Truvo-placed policy in the prior 12 months;

3. The Company is able to establish contact with, resulting in a bindable policy, within thirty (30) days of the date such potential insurance customer submits the Quote Request.

Only licensed insurance agents and brokers can sell, solicit or negotiate policies of insurance.

(b) Referral Fee and Cap

The Company will pay Referral Partner a Referral Fee per Qualified Lead in the amount and under the conditions mutually agreed between the parties.

(c) Payment Schedule

Referral Fees are paid monthly for the immediately preceding calendar month. Unless otherwise agreed by the Company and Referral Partner in writing, all Referral Fee payments will be transmitted via email to Referral Partner in a non-cash, electronic gift card format for use at Amazon or other retailer, as communicated by the Company.

The Company may withhold or reverse payments for fraudulent, duplicate, or invalid leads.

Referral Partner must:

- Comply with all applicable laws, rules and regulations (including, but not limited to any of the foregoing related to the use of false, misleading, materially inaccurate, defamatory, or otherwise deceptive language or materials in its marketing and solicitation services hereunder);

- Follow all policies and of the Company;

- Refrain from selling, soliciting, or negotiating for the sale of any insurance.

The Company may audit marketing activities to ensure compliance.

These Referral Terms commence on the date that the Company confirms Referral Partner's participation as a Referral Partner in an email, which will include the Referral Partner's unique referral link, and will continue until the earlier of:

1. The termination by either party for convenience with 7 days' prior written notice (including via email)

2. Immediately upon notice to Referral Partner if such Referral Partner fails to abide by the terms of these Referral Terms or any applicable laws or regulations

In the event of a termination pursuant to this Section 5.1, Referral Partner's referral link will remain active for five business days after termination after which time Referral Partner will be ineligible to receive any additional Referral Fees, whether or not such lead requests a quote from Referral Partner's referral link.

(a) Scope of Confidential Information

Company (the "Disclosing Party") may disclose or make available to Referral Partner (the "Receiving Party") information about its business affairs, suppliers, customers, goods and services, forecasts, confidential information and materials comprising or relating to intellectual-property rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," including, but not limited to, any information provided by any Lead (collectively, "Confidential Information"). Confidential Information includes personal information of leads or consumers and must be handled in accordance with all applicable privacy and data-protection laws. Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence:

1. Is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section by the Receiving Party or any of its representatives;

2. Is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

3. Was known by or in the possession of the Receiving Party or its representatives prior to being disclosed by or on behalf of Disclosing Party;

4. Was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party's Confidential Information; or

5. Is required to be disclosed pursuant to applicable law, regulation or judicial process or proceeding, or pursuant to any order of any court of competent jurisdiction, or by the rules of any recognized stock exchange, provided that (to the extent legally permissible and if circumstances permit) the Receiving Party gives prior written notice to Disclosing Party of any such requirement so that the Disclosing Party may seek (at the Disclosing Party's sole cost and expense) confidential treatment or protective order.

(b) Protection of Confidential Information

Receiving Party covenants that it shall:

1. Protect and safeguard the confidentiality of Disclosing Party's Confidential Information with at least the same degree of care as Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

2. Not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement;

3. Not disclose any such Confidential Information to any person, except to Receiving Party's employees, officers, representatives, agents and professional advisors who need to know the Confidential Information to assist Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under these Referral Terms.

Receiving Party will be responsible for any breach of this Section caused by any of its representatives. At any time during or after the term of these Referral Terms, at Disclosing Party's written request, Receiving Party and its representatives shall promptly return or destroy (as applicable) all Confidential Information and copies thereof that it has received under these Referral Terms. Notwithstanding the foregoing, neither the Receiving Party nor its representatives shall be required to destroy or return any electronic copies of Confidential Information created pursuant to their standard electronic archival and back-up procedures (it being agreed that any such electronic copies shall remain subject to the confidentiality and other obligations set forth in these Referral Terms).

Referral Partner represents and warrants that:

- It has the full right, corporate power and authority to enter into these Referral Terms and to perform its obligations under these Referral Terms;

- It is authorized and entitled to receive all fees and other sums that may be payable hereunder by the Company;

- The acceptance of these Referral Terms by its representatives has been duly authorized by all necessary corporate action of Referral Partner;

- These Referral Terms will constitute the legal, valid and binding obligation of Referral Partner, enforceable against Referral Partner in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, re-organization, moratorium, or similar laws affecting creditors' rights generally or the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Subject to the terms and conditions set forth herein, Referral Partner (the "Indemnifying Party") shall indemnify hold harmless, and defend the Company and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, and the costs and expenses of enforcing any right to indemnification under these Referral Terms and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, "Losses"), relating to, arising out of or resulting from any claim alleging:

1. Breach or non-fulfilment of any representation, warranty or covenant under of these Referral Terms by Indemnifying Party or Indemnifying Party's personnel;

2. That an agent, employee, or representative of Referral Partner is owed any commission or other payments (other than the Referral Fees);

3. Any failure by the Indemnifying Party to comply with any applicable law;

4. Any breach of these Referral Terms.

In no event shall Company or its representatives be liable for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of this agreement, regardless of:

1. Whether such damages were foreseeable;

2. Whether or not such party was advised of the possibility of such damages;

3. The legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

In no event will the collective liability of Company or its affiliates or their employees, agents, managers, officers or directors to any party (regardless of the form of action, whether in contract, tort or otherwise) exceed total referral fees paid by Company to Referral Partner in the twelve months preceding the claim.

- Independent Contractor. You are an independent contractor, not an employee or agent.

- Assignment. You may not assign or transfer these Terms without the Company's prior written consent.

- Governing Law and Venue. These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

- Notices. Send all notices to [email protected] and to the email address on record for the Referral Partner.

- Entire Agreement. These Terms represent the full agreement between the parties and supersede prior discussions or understandings.

- Amendments. The company may modify these Terms at any time; material changes will be communicated by email.