Referral Program Agreement

This Agreement takes effect for each Referrer on the date they first accept these terms electronically through the Brine Referral Portal.

1. Structure of the Agreement

This Agreement consists of:

• These terms.
• The Referral Program Policies at brine.ai/referral/policies, which Brine may update as described in Section 9.
• Brine’s Terms of Service at brine.ai/terms, which govern Brine’s end customers.

Where the parts conflict, these terms control, then the Policies, then the Terms of Service.

2. Parties and Definitions

Brine means Brine AI, Inc., a Delaware corporation located at 382 NE 191st St, Suite 82136, Miami, FL 33179.

Referrer means the individual or entity accepting this Agreement.

Customer means a person or entity that has entered into the Terms of Service directly with Brine.

Platform Fee means the recurring monthly subscription fee paid by a Customer to Brine for access to the Brine Platform at the Customer’s selected tier (Builder, Growth, Scale, or Enterprise), excluding usage-based charges, one-time fees, taxes, and Marketplace agent fees.

Qualifying Revenue means Platform Fees actually collected by Brine from a Referred Customer, net of refunds, credits, and chargebacks.

Referred Customer means a prospect that Referrer has registered under Section 4 and that becomes a paying Customer.

Pilot means a Referred Customer’s initial paid period on Brine of up to ninety (90) days, before the Customer enters or renews into a subscription term of twelve (12) months or longer. Not all Customers undertake a Pilot.

Conversion Date means the first day of a Referred Customer’s 12-month or longer subscription commitment. If no Pilot precedes the subscription, the Conversion Date is the start date of the subscription.

Capitalized terms not defined here carry the meanings given in the Terms of Service.

3. Appointment and Relationship

Brine appoints Referrer as a non-exclusive referrer, and Referrer accepts the appointment subject to this Agreement. Brine may appoint other partners and referrers, sell directly to any prospect, and work with any party. Referrer may work with any party.

Referrer is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship. Referrer has no authority to bind Brine, to negotiate the Terms of Service or Brine pricing, or to make representations on Brine’s behalf. Each Customer enters into the Terms of Service directly with Brine.

Referrer will represent the Brine Platform accurately, use only Brine-provided or Brine-approved materials in dealings with prospects, and comply with applicable laws. Referrer will not disparage Brine or the Brine Platform, and will not submit Prohibited Data (as defined in the Terms of Service) to the Platform on behalf of any Customer.

4. Deal Registration

To earn commission under Section 5, Referrer must register each prospect with Brine before Brine has had Substantive Sales Contact with that prospect.

Submission. Referrer submits a Deal Registration at brine.ai/referral/register with the prospect’s legal name, primary contact, and deal context.

Review. Brine reviews each submission within five (5) business days. Brine may reject a Deal Registration if the prospect is already a Customer, is in Brine’s active sales pipeline, has been registered by another partner or referrer, is a restricted party under applicable sanctions or export control laws, or is otherwise unsuitable.

Substantive Sales Contact means a discovery call, demo, written proposal, or signed mutual NDA between Brine and the prospect within the prior ninety (90) days. Self-serve account creation by the prospect, attendance at Brine marketing events, or receipt of Brine marketing emails does not constitute Substantive Sales Contact.

Term. An accepted Deal Registration is valid for one hundred twenty (120) days from the date of acceptance. Referrer may request a one-time sixty (60) day extension before expiration.

Attribution. During the 120-day window, Referrer is eligible for commission under Section 5 on the Referred Customer, whether the prospect becomes a Customer through Referrer’s efforts or through Brine’s direct sales team.

No retroactive registration. Brine will not credit Referrer for any prospect that Referrer did not register before the prospect entered Brine’s sales cycle or signed up through self-serve. Existing self-serve users (prospects who have created a Brine account before Referrer submits a Deal Registration) are not eligible for commission, including on tier upgrades or expansions.

Conflicts. If more than one party registers the same prospect, Brine will credit the party whose Deal Registration was accepted earliest. Brine’s records are determinative.

Affiliated entities. Each Brine tenant counts as a separate Referred Customer. If Referrer registers Acme Corp and Acme Corp opens additional Brine tenants for separately incorporated subsidiaries, those subsidiaries count as separate Referred Customers and each requires its own Deal Registration. Expansion of a single Referred Customer’s existing tenant (additional seats, tier upgrade, additional knowledge files within the same tenant) does not constitute a new Referred Customer.

5. Commission

5.1 Pilot Commission

At the end of a Referred Customer’s Pilot, Referrer earns a one-time commission equal to five percent (5%) of Qualifying Revenue collected during the Pilot. If a Referred Customer enters a 12-month or longer subscription without a preceding Pilot, no Pilot Commission is payable, and the Conversion Commission under Section 5.2 applies from the start of the subscription term.

5.2 Conversion Commission

Referrer earns a commission equal to fifteen percent (15%) of Qualifying Revenue, paid quarterly for twelve (12) consecutive months following the Conversion Date. No commission is payable after the twelfth month, regardless of whether the Referred Customer continues to subscribe to Brine.

5.3 Basis of Commission

Commission is calculated on Platform Fees only, defined as the recurring monthly subscription fee at the Referred Customer’s selected tier. Commission does not apply to usage-based charges, pool-token overages, one-time fees, Marketplace agent fees, pass-through costs, or taxes.

During the 12-month Conversion Commission window, commission applies to the full Platform Fee at the time of payment, including increases from tier upgrades, seat additions, or other Platform Fee expansions on the Referred Customer’s tenant. After the window closes, no further Platform Fee changes (renewals, expansions, downgrades) generate commission. If the Referred Customer entity opens separate, additional Brine tenants, those are governed by Section 4 (Affiliated entities) and require their own Deal Registration.

5.4 Clawbacks

If a Referred Customer is refunded, credited, or charges back a payment after commission has been paid, Brine will offset the corresponding amount against Referrer’s next payout or invoice Referrer for the difference. Brine may also claw back commission earned through fraud or material breach by Referrer.

6. Payment

Commissions are paid quarterly, within forty-five (45) days after the end of each calendar quarter. The minimum payout is one hundred United States dollars (USD $100); amounts below this threshold carry forward to the following quarter.

Before Brine releases any payment, Referrer must provide a valid IRS Form W-9 (for U.S. referrers) or Form W-8BEN or W-8BEN-E (for non-U.S. referrers). If Referrer does not provide required tax documentation within six (6) months after a qualifying transaction, commissions associated with that transaction are forfeited. Brine may withhold from payments as required by applicable tax law, including backup withholding.

Payments are made in United States dollars by ACH (U.S. referrers) or wire transfer (non-U.S. referrers). Referrer is responsible for any bank or intermediary fees on its side, and for all taxes on commissions received.

Referrer must raise any dispute regarding a payment in writing within sixty (60) days of the payout date. Payments not disputed within that period are deemed accepted.

7. Marketplace

This Agreement does not govern the Brine Marketplace. Referrers who wish to list agents as Managed Agent Providers must enter into a separate Managed Agent Provider Agreement with Brine. Marketplace agent fees are not Platform Fees and do not generate commission under this Agreement.

8. Intellectual Property

8.1 Brine Marks

Brine grants Referrer a limited, non-exclusive, non-transferable, revocable license during the term to identify itself as a Brine Referrer and to use Brine-provided marketing materials in unmodified form, subject to the Trademark Usage Guidelines at brine.ai/brand. Referrer will not register any domain, handle, or business name incorporating a Brine mark, imply Brine endorsement of Referrer’s other products or services, or bid on “Brine,” “Brine AI,” or confusingly similar terms as paid search keywords.

8.2 Referrer Marks

Referrer grants Brine a limited, non-exclusive, royalty-free license to list Referrer in a partner directory and to identify Referrer as a participant in the Referral Program.

8.3 Publicity

Neither party will issue a press release or public announcement about the other or about this Agreement without the other party’s prior written consent. Inclusion in a partner directory does not require further consent.

8.4 Confidentiality

Each party will treat the other’s non-public information disclosed in connection with this Agreement as confidential, use it only to perform under this Agreement, and protect it with reasonable care. Confidential Information does not include information that is or becomes public without breach, was known to the receiving party before disclosure, is independently developed, or is rightfully received from a third party. Disclosures compelled by law are permitted with prompt notice where legally allowed. This Section survives termination for three (3) years.

9. Changes to this Agreement

Brine may update this Agreement. Brine will provide at least thirty (30) days’ notice of material changes. Updated versions are posted at versioned URLs (for example, brine.ai/referral/v1.1), with prior versions remaining accessible. Commissions earned before an update takes effect are unaffected. A Referrer that objects to a material change may terminate under Section 10 before the update takes effect.

10. Term and Termination

This Agreement begins when Referrer first accepts it electronically and continues until terminated.

Termination for convenience. Either party may terminate this Agreement on thirty (30) days’ written notice.

Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days of notice, becomes insolvent or subject to bankruptcy proceedings, or is acquired by a direct competitor of the terminating party. Brine may also terminate immediately for Referrer’s fraud, material misrepresentation, violation of law creating material risk to Brine, or material breach of the Terms of Service Acceptable Use Policy.

Effect of termination. Upon termination, Referrer will immediately discontinue use of Brine marks and cease representing itself as a Brine Referrer. Pending Deal Registrations terminate. Commissions earned before termination will be paid on the next regular payout cycle, subject to Sections 6 and 5.4.

Effect on Conversion Commission. Commissions within an active 12-month Conversion Commission window will continue to be paid through the end of that window, except that all future commission obligations end immediately if Brine terminates for cause based on Referrer’s breach.

Sections 2, 5.4, 6 (as to unpaid earned amounts), 8, 11, 12, and 13 survive termination.

11. Warranties and Limitation of Liability

Each party represents and warrants that it has authority to enter into this Agreement and will comply with applicable laws, including anti-corruption and export control laws.

EXCEPT AS EXPRESSLY STATED, THE BRINE PLATFORM AND THE REFERRAL PROGRAM ARE PROVIDED “AS IS.” BRINE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BRINE DOES NOT WARRANT THAT REFERRER WILL EARN ANY PARTICULAR AMOUNT OF COMMISSION. Brine reserves the right to modify the Referral Program as set out in Section 9.

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OPPORTUNITY. EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) COMMISSIONS PAID OR PAYABLE TO REFERRER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) FIVE THOUSAND UNITED STATES DOLLARS (USD $5,000).

The foregoing exclusions and cap do not apply to breach of Section 8 (trademarks or confidentiality), indemnification obligations under Section 12, Referrer’s clawback obligations under Section 5.4, or liability that cannot be excluded or limited by applicable law.

12. Indemnification

Referrer will defend, indemnify, and hold harmless Brine, its affiliates, and their respective officers, directors, employees, and agents from any third-party claim arising out of or relating to: (a) Referrer’s representations regarding the Brine Platform that exceed materials published or approved by Brine; (b) intellectual property infringement by materials Referrer has created (other than Brine-provided marketing materials used in unmodified form); or (c) Referrer’s violation of applicable laws.

Brine will defend, indemnify, and hold harmless Referrer from any third-party claim alleging that Brine-provided marketing materials, when used by Referrer in unmodified form and in accordance with the Trademark Usage Guidelines, infringe the intellectual property rights of a third party.

The indemnified party will provide prompt notice of the claim, permit the indemnifying party to control the defense and settlement (provided that no settlement admits liability on the indemnified party without its consent), and reasonably cooperate with the defense.

13. General

Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

Assignment. Referrer may not assign this Agreement without Brine’s prior written consent. Brine may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

Notices. Notices to Brine must be sent to legal@brine.ai. Notices to Referrer will be sent to the email on file in the Referral Portal.

Compliance. Each party will comply with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, and with applicable sanctions and export control laws. Referrer will not refer, or enable the use of the Brine Platform by, any person or entity located in a comprehensively sanctioned jurisdiction or appearing on a U.S. government restricted party list.

Data protection. Referrer will not misuse personal data obtained through the Referral Program and will honor opt-out and unsubscribe requests promptly.

Miscellaneous. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. If any provision is held unenforceable, the remainder of this Agreement remains in effect. Failure to enforce any right is not a waiver of that right. This Agreement, together with the Referral Program Policies and referenced URLs, constitutes the entire agreement between the parties regarding the Referral Program and supersedes prior or contemporaneous agreements on the same subject. Electronic acceptance has the same force as a handwritten signature.

14. Contact

Version History