Proxify Global Referral Program:
Terms and Conditions

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

BY PARTICIPATING IN THE PROXIFY GLOBAL REFERRAL PROGRAM, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS.

This Proxify Global Referral Program Agreement (the "Agreement") sets forth the terms and conditions governing participation in the Proxify Referral Program (the "Program"). This Agreement is a legally binding contract between you ("Referrer") and Proxify Inc., a company organized under the laws of New York ("Proxify","we", "us" or "our").

IMPORTANT TAX NOTICE: As a Referrer, you are acting as an independent contractor. Any payments received by you under this Program are not considered wages or salary. You are solely responsible for understanding and complying with your own tax obligations, including income tax, self-employment tax, and reporting requirements, under the laws of the United States and any other applicable jurisdiction. Proxify Inc. will issue IRS Form 1099-NEC to U.S. residents if required.

1. Program Overview

1.1. The Program is designed to reward eligible Referrers for referring new clients ("Referred Company") to Proxify who meet the criteria for a "Successful Referral" (as defined below). Under the Program, both the Referrer and the Referred Company may receive a "Reward" (as defined below), subject to the terms herein.

1.2. This Agreement is effective from the Date of Last Revision stated above and applies to referrals submitted via the official Program submission channel during the "Program Period," which commences on June 1, 2025, and concludes on December 31, 2025, inclusive. Referrals submitted outside the Program Period are not eligible for Rewards under this Agreement.

2. Definitions

2.1. Active Sales Discussions: Substantive communications between Proxify and a prospective client concerning the potential procurement of Proxify's services, including proposal negotiations, service demonstrations, or detailed scope discussions, ongoing within the six (6) calendar months immediately preceding the date of a referral submission.

2.2. Agreement: This Proxify Global Referral Program Agreement, including any documents or policies referenced herein.

2.3. Prohibited Party: Any individual or entity that is:

• (a) Located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive sanctions under applicable U.S. laws (including but not limited to those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control);
• (b) Identified on any list of prohibited or restricted parties maintained by any U.S. governmental authority (including but not limited to the Specially Designated Nationals and Blocked Persons List administered by the U.S. Department of the Treasury's Office of Foreign Assets Control); or
• (c) Otherwise prohibited from engaging in transactions with Proxify under applicable U.S. laws, including anti-money laundering, anti-bribery (including the Foreign Corrupt Practices Act), and export control regulations.

2.4. Program Period: The period from June 1, 2025, until December 31, 2025, inclusive.

2.5. Referred Company: A business entity referred to Proxify by a Referrer under this Program, meeting the eligibility criteria set forth in Section 3.2.

2.6. Referrer: An individual or entity that submits a referral to Proxify in accordance with this Agreement.

2.7. Reward: The compensation payable to the Referrer and/or the credit provided to the Referred Company upon a Successful Referral, as detailed in Section 4.

2.8. Successful Referral: A referral that meets all the conditions set forth in Section 5.

2.9. Tax Information: Any information required by Proxify to comply with its tax, reporting, or withholding obligations under U.S. law or any other applicable jurisdiction, including but not limited to the Referrer's full name, address, country of residence, Taxpayer Identification Number (TIN), or other relevant tax identification details. For U.S. residents, this includes providing a completed IRS Form W-9.

3. Eligibility

3.1. Referrer Eligibility:

• (a) Participation is open to individuals aged 18 years or older and to business entities, except as excluded herein.
• (b) Proxify employees, contractors, consultants, and their immediate family members are not eligible to participate as Referrers.
• (c) Referrers must not be a Prohibited Party.
• (d) Referrers must be able to provide valid Tax Information as required by Proxify.

3.2. Referred Company Eligibility (Exclusions): A business entity is NOT eligible to be a Referred Company if it:

• (a) Is a current or former client of Proxify;
• (b) Has been engaged in Active Sales Discussions with Proxify within the six (6) calendar months immediately preceding the date of the referral submission;
• (c) Is a company in which the Referrer holds a direct or indirect ownership interest of ten percent (10%) or more;
• (d) Is a company that the Referrer directly operates or controls;
• (e) Is a Prohibited Party;
• (f) Is not an entity in the USA.

3.3. Proxify's internal records and determination regarding prior client status, Active Sales Discussions, or Prohibited Party status shall be final and binding.

4. The Rewards

4.1. Upon the occurrence of a Successful Referral, the following Rewards shall apply:

• (a) For the Referrer: A one-time payment of two thousand US dollars ($2,000 USD) (the "Referrer Reward").
• (b) For the Referred Company: A one-time credit of five hundred US dollars ($500 USD) (the "Referred Company Credit") applied to the Referred Company's Proxify client account. Credit will be applied in U.S.

4.2. The Referrer Reward is non-assignable and non-transferable. The Referred Company Credit is redeemable only against future invoices for Proxify services, has no cash value, is non-transferable, and cannot be refunded or exchanged for cash.

4.3. Only one (1) Referrer Reward and one (1) Referred Company Credit can be claimed per unique Referred Company that becomes a Successful Referral, regardless of the number of services procured or developers engaged by the Referred Company.

4.4. In the event that multiple Referrers submit the same eligible Referred Company, only the first referral validly submitted through the official Program submission channel and meeting all other criteria of this Agreement will be deemed eligible for the Reward. Proxify's determination of the first validly submitted referral shall be final and binding.

5. Definition of a Successful Referral

A referral shall be deemed a "Successful Referral" only when all the following cumulative conditions are strictly met:

5.1. The referral is submitted by an eligible Referrer through the official Program submission channel during the Program Period.

5.2. The Referred Company is an eligible business entity as defined in Section 3.2 and is not an excluded entity.

5.3. The Referred Company successfully completes Proxify’s standard client verification and onboarding process to Proxify's sole satisfaction, including passing all necessary Know Your Customer (KYC) and compliance checks.

5.4. The Referred Company enters into a binding service agreement with Proxify.

5.5. The Referred Company subsequently settles a minimum of Five Thousand US dollars ($5,000 USD), excluding Value Added Tax (VAT) or any other applicable sales taxes, in paid service fees with Proxify for services rendered under the service agreement.

5.6. The minimum payment threshold of $5,000 (excluding VAT/taxes) is settled by the Referred Company within six (6) calendar months from the date of signing their initial service agreement with Proxify.

6. Referral Submission Process

6.1. To be eligible for a Reward, all referrals must be submitted exclusively through the official Proxify referral form available at [LINK TO REFERRAL FORM] (the "Referral Form").

6.2. The Referrer must provide all required information in the Referral Form, including accurate and complete contact details for themselves and the key decision-maker at the Referred Company, as well as all required Tax Information.

6.3. Referrals submitted through any other channel or with incomplete or inaccurate information (including missing or inaccurate Tax Information) may be deemed invalid at Proxify's sole discretion.

7. Reward Payment, Credit Application, and Taxation

7.1. Referrer Reward Payment: Following Proxify's confirmation of a Successful Referral, Proxify will notify the eligible Referrer. The Referrer Reward will be processed for payment within approximately thirty (30) to forty-five (45) days from the date of such confirmation, provided the Referrer has supplied all necessary and accurate payment information and Tax Information required by Proxify. Proxify is not responsible for delays or failed payments caused by the Referrer's failure to provide correct, complete, or timely information. Proxify will make reasonable efforts to accommodate the Referrer's preferred payment method from the options provided by Proxify, but the final method is at Proxify's discretion. Any third-party processing fees associated with the payment may be deducted from the Referrer Reward or shall be the responsibility of the Referrer, as determined by Proxify or the payment processor.

7.2. Referred Company Credit Application: The Referred Company Credit will be automatically applied to the Referred Company's Proxify client account upon Proxify's confirmation of the Successful Referral and will be available for use against their next and subsequent invoices until fully utilized.

7.3. Taxation:

• (a) The Referrer Reward is paid on a gross basis before any applicable taxes, unless Proxify is required by mandatory law in the USA or any other relevant jurisdiction to withhold taxes or it is deemed necessary by Proxify.
• (b) The Referrer is solely responsible for any and all income tax liabilities, self-employment tax liabilities, reporting obligations, and other fiscal duties arising from or associated with the receipt of any Referrer Reward in accordance with the tax laws of their relevant jurisdiction. This payment is not considered employment income by Proxify.
• (c) Proxify will comply with its legal tax reporting obligations, which may include reporting payments made to Referrers to tax authorities in the U.S. or other jurisdictions. By participating, the Referrer agrees that Proxify may report such payments and share necessary Tax Information with relevant tax authorities. For U.S. residents, Proxify will issue IRS Form 1099-NEC if required.
• (d) Proxify is unable to provide tax advice. Referrers are strongly encouraged to consult with their own tax advisors regarding their individual tax situation and obligations.

8. Referrer Representations, Warranties, and Covenants

By participating in the Program and submitting a referral, the Referrer represents, warrants, and covenants to Proxify that:

8.1. They have the full power and authority to enter into this Agreement and to perform their obligations hereunder.

8.2. All information provided by the Referrer to Proxify in connection with the Program, including all Tax Information, is true, accurate, complete, and not misleading.

8.3. They have obtained all necessary consents, permissions, and rights from the individuals at the Referred Company to provide their contact information and other data to Proxify for the purposes of this Program and for Proxify to contact them regarding its services, in compliance with all applicable data protection and privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) in case of EU citizens that have informed of their status.

8.4. Their participation in the Program and all referrals made comply with all applicable laws, rules, and regulations in all relevant jurisdictions, including but not limited to those relating to anti-bribery (including the Foreign Corrupt Practices Act), anti-corruption, anti-money laundering, sanctions, export controls, and data privacy.

8.5. They are not a Prohibited Party and are not submitting a referral for a Prohibited Party or for an entity located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions.

8.6. They will not engage in any fraudulent, deceptive, or misleading conduct in connection with the Program, including attempting to "game" or abuse the referral process to generate non-bona fide referrals or Rewards, or engaging in activities intended to facilitate tax evasion or money laundering.

8.7. They will not engage in any unsolicited commercial electronic messages (spam) in connection with the Program, in violation of the CAN-SPAM Act or other applicable laws.

8.8. They are not involved in the day-to-day management, decision-making process, or hiring decisions of the Referred Company in a manner that would violate any conflict of interest rules or ethical obligations.

8.9. They understand and agree that their relationship with Proxify under this Program is that of an independent contractor, and this Agreement does not create an employment relationship, partnership, joint venture, or agency between the Referrer and Proxify.

8.10. They are solely responsible for their own tax obligations, including income tax, self-employment tax, and reporting, arising from any payments received under this Program.

8.11. They will promptly provide Proxify with any requested Tax Information and will notify Proxify immediately of any change in their tax residency status or other Tax Information.

9. Prohibited Conduct

Referrers are prohibited from:

• (a) Referring entities or individuals that are Prohibited Parties or fall under the exclusions listed in Section 3.2.
• (b) Engaging in any form of misleading, deceptive, or unethical marketing or communication regarding Proxify or the Program.
• (c) Sending unsolicited commercial electronic messages (spam) to individuals or entities about the Program or Proxify's services, in violation of the CAN-SPAM Act or other applicable laws.
• (d) Using any automated means, bots, or fraudulent methods to generate referrals.
• (e) Misrepresenting their relationship with Proxify or their authority to act on behalf of Proxify.
• (f) Using Proxify's trademarks, logos, or other intellectual property without explicit written permission, except as strictly necessary to use the official Referral Form if it incorporates such elements.
• (g) Offering any additional compensation, incentive, or benefit to the Referred Company beyond the Referred Company Credit offered by Proxify under this Program, unless expressly agreed otherwise in writing by Proxify.
• (h) Engaging in any activity that could reasonably be construed as facilitating tax evasion, money laundering, or other illicit financial activities.

10. Compliance with Laws

Both Parties shall comply with all applicable laws, statutes, ordinances, and regulations in connection with their participation in the Program and performance under this Agreement, including specifically all applicable tax laws, anti-bribery (including the Foreign Corrupt Practices Act), anti-corruption, anti-money laundering, sanctions, export controls, and data privacy laws.

11. Data Protection and Privacy

By participating in the Program, Referrer acknowledges and agrees that any personal data provided, including Tax Information, will be processed by Proxify in accordance with its Privacy Policy, available at https://proxify.io/privacy. The Referrer is responsible for ensuring they have the legal right, including obtaining all necessary consents, to provide Proxify with the contact information and other personal data of individuals at the Referred Company for the purposes contemplated by this Agreement, and for providing their own personal data and Tax Information to Proxify, in compliance with all applicable data privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) and the General Data Protection Regulation (GDPR) in case of EU citizens that have informed of their status.

12. Confidentiality

The Referrer agrees to keep confidential and not disclose to any third party any non-public information learned through participation in the Program, including but not limited to information about Referred Companies, Proxify's clients, Proxify's internal processes, or the specific details (beyond the general terms publicly available) of their participation or Rewards under the Program. This obligation does not apply to information that is or becomes publicly available through no fault of the Referrer, or is required to be disclosed by law or legal process.

13. Relationship of the Parties

The relationship between the Referrer and Proxify is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, employment relationship, or franchise between the Parties. The Referrer is not an employee of Proxify and is not entitled to receive any employee benefits, including but not limited to salary, vacation pay, sick pay, insurance coverage, or participation in any retirement or other employee benefit plans sponsored by Proxify. The Referrer has no authority to bind Proxify to any obligations or representations.

14. Tax Responsibility

As an independent contractor, the Referrer is solely responsible for determining and fulfilling their own tax obligations, including calculating and paying all applicable income taxes, self-employment taxes, and any other taxes or fees required by the laws of their country of residence and any other relevant jurisdiction, on any payments received from Proxify. The Referrer is also solely responsible for all tax registrations and reporting requirements applicable to them.

15. Program Modification, Suspension, and Termination

15.1. Proxify reserves the right, in its sole discretion, to modify, suspend, or terminate this Program or this Agreement, in whole or in part, at any time and for any reason, with or without prior notice. Any amendments to this Agreement will be effective upon posting of the revised terms on the Proxify website https://proxify.io/referral/terms-conditions-inc.

15.2. In the event of Program termination, referrals validly submitted prior to the termination date that subsequently become Successful Referrals in accordance with the terms in effect at the time of submission may remain eligible for Rewards, at Proxify's sole discretion. Proxify shall have no obligation to pay Rewards for referrals that do not become Successful Referrals before the effective date of termination or as otherwise determined by Proxify.

15.3. Proxify reserves the right to disqualify any Referrer or Referred Company, and to invalidate any referral or withhold any Reward, if Proxify, in its sole discretion, suspects any fraud, abuse, unethical conduct, misrepresentation, or violation of this Agreement or any applicable laws or regulations.

16. Disclaimer of Warranties

THE PROGRAM, THE REFERRAL FORM, AND ANY ASSOCIATED MATERIALS OR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. PROXIFY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROXIFY DOES NOT WARRANT THAT THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

17. Limitation of Liability

17.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM.

17.2. PROXIFY'S AGGREGATE LIABILITY TO ANY REFERRER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM SHALL IN NO EVENT EXCEED THE TOTAL VALUE OF THE REFERRER REWARD PAYABLE FOR A SINGLE SUCCESSFUL REFERRAL ($2,000 USD).

18. Indemnification

The Referrer agrees to indemnify, defend, and hold harmless Proxify and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from or in connection with:

• (a) The Referrer's breach of this Agreement, including any breach of the representations, warranties, or covenants made herein;
• (b) The Referrer's failure to comply with any applicable law or regulation, including their tax obligations; or
• (c) Any claim asserted by a tax authority or other governmental body related to the Referrer's tax status or obligations, or the classification of payments made to the Referrer under this Agreement.

19. Governing Law and Dispute Resolution

19.1. This Agreement and any disputes or claims arising out of or in connection with it or the Program (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

19.2. All disputes, controversies, proceedings, actions or claims arising out of, or in connection with, the Agreement (whether in tort, contract, under statute or otherwise) and all matters relating to the validity, construction, performance and enforcement thereof (“Disputes”) shall be finally resolved by the courts of the State of New York, USA, including any claim that the forum is inconvenient. The Parties irrevocably agree that the courts of the State of New York, USA, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

19.3. The parties hereby waive any right to a jury trial.

20. Assignment

The Referrer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Proxify. Proxify may assign this Agreement or any of its rights and obligations hereunder without consent, including in connection with a corporate reorganization, merger, acquisition, or sale of all or substantially all of its assets.

21. Third-Party Beneficiaries

Except for the Referred Company's entitlement to the Referred Company Credit as expressly provided in Section 4, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

22. Miscellaneous

22.1. Entire Agreement: This Agreement, including any documents referenced herein, constitutes the entire agreement between the Parties with respect to the Program and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Program.

22.2. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to achieve as nearly as possible the original commercial intent of the Parties, and the remainder of this Agreement shall remain in full force and effect.

22.3. No Waiver: No failure by Proxify to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any such right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

22.4. Notices: Any notices to Proxify regarding this Program should be sent to [email protected]. Notices to the Referrer will be sent to the email address provided in the Referral Form.

22.5. Survival: The following sections shall survive the termination or expiration of this Agreement: 2 (Definitions), 7.3 (Taxation), 8 (Referrer Representations, Warranties, and Covenants), 9 (Prohibited Conduct), 10 (Compliance with Laws), 11 (Data Protection and Privacy), 12 (Confidentiality), 13 (Relationship of the Parties), 14 (Tax Responsibility), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 19 (Governing Law and Dispute Resolution), 20 (Assignment), 21 (Third-Party Beneficiaries), and 22 (Miscellaneous).