Updated May 2025

TERMS AND CONDITIONS

THIS REFERRAL PARTNERSHIP AGREEMENT (“Agreement”) between ARROW AND JAY, LLC (hereafter “A+J”, “ARROW+JAY”), and you (hereafter referred to as “Referral Partner”), is made and effective upon Referral Partner signing a printed or electronic copy of this agreement,  acceptance via email referencing the agreement, or by submitting information pursuant to engaging in the REFERRAL PROGRAM (“Program”). Referral Partner agrees to be bound by these terms and conditions when engaging A+J as a participant in the Program.

1. PROGRAM DESCRIPTION

The Referral Program is a voluntary, non-exclusive limited program where the Referral Partner, in exchange for a percentage of the profit, provides A+J with information and support in securing a Project Agreement between A+J and a third party client. The percentage paid to the Referral Partner is dependent upon the Referral Partner’s degree of involvement in the Project’s sales and discovery process and their participation level. Participation is on a per-project basis and is subject to limitations and the rules of the program. The Program is offered at the discretion of A+J and can be discontinued at any time. Submission of a Project or completion of an application does not constitute Program enrollment. Participation in the Program is governed by the terms set forth in this Agreement.

2. DEFINITIONS

For the purposes of this Agreement:

• “Project” shall refer to a scope of work and materials that is to be fulfilled by A+J.
• “Client” shall refer to the party for which A+J fulfills the Project.
• “Scope Assessment” shall refer to a document indicating the proposed objectives, timelines, personnel and estimated budget for a given project lead.
• “Project Agreement” shall refer to the totality of documents governing the Project as agreed between A+J and the Client.
• “Project Discovery” shall refer to the period of time during which A+J and Referral Partner gathers information about the project and its needs, before providing the Client with a Proposal and initial Invoice.
• “Referral Fee” shall mean the amount due to the Referral Partner from A+J from a Project resulting from participation in this Agreement.
• “Final Payment” shall refer to the funds paid to A+J by the Client that constitute the full satisfaction of the Project Agreement.
• “Lapsed Project” indicates any project that has exceeded reasonable timelines for either engagement or completion as set forth in this document and is no longer eligible as a qualifying Project.
• “Net Profit” is defined as the total invoiced, non-subscription funds paid to A+J by Client in fulfillment of the Project Agreement, less any costs incurred by A+J in direct fulfillment of the Project Agreement, including but not limited to Cost of Goods Sold, Contractor Fees, Travel Fees, Administrative Fees, Shipping and Handling, Wages, Taxes or other costs that are reasonably tied to the fulfillment of the Project. Net Profit is calculated within 30 days of the receipt of the Final Payment. Should The calculation result in a negative value (i.e., a net loss), Net Profit will be calculated to be zero.

3. DUTIES OF PARTICIPANT

As part of the Referral Partnership Program, Referral Partner must perform the following in order to be eligible for connection to a Project:

• Must be registered as a Referral Partner and have completed requested agreements.
• Identify a potential project lead, make contact with the client, and qualify the lead.
• Prepare and submit an Initial Scope Assessment for the project through the “Submit a Project” link, or email to [email protected] the following information about a potential qualifying Project:
  • Organization Name
  • Point of Contact – Name and Contact Information
  • Project Scope Assessment, which includes:
    • Project Description
    • People-Of-Interest
    • Goals of the Project
    • Proposed Timeline
    • Estimation of the Budget
  • Additional Phases of Project / Projects if any
  • Referral Partner’s Relationship to the Client
  • Any additional information relevant to the project
  • Proposed Plan to connect Point of Contact with A+J
• Introduce the Client to A+J’s management team / assigned project lead in person, via phone or email or other similar method
• Follow up with the Point of Contact within one week after the introduction above
• If applicable, participate as Liaison between A+J and the Client during Project Discovery, reasonably facilitating meetings and following up on relevant project details. Liaison tasks should take no longer than eight total hours to complete and are intended to promote the Referral Partner’s relationship with the Client and establish credibility with A+J.
• Connect with the Point of Contact upon the successful completion of a Project Agreement.

Upon completion of these steps and verification of program and project eligibility, the Project will be registered with the Referral Partner and they will be considered enrolled.

4. PROGRAM ELIGIBILITY

The following criteria must be met in order for the Referral Partner to participate in the Program and be eligible for a Referral Fee for qualified Projects:

• Referral Partner must be qualified to perform work in the US as an independent contractor
• Referral Partner must provide a Form W9 and any other requested documentation necessary to receive payment from A+J as an Independent Contractor
• Referral Partner must adhere to the Terms of Service for the duration of the Program and have completed all required Agreements
• Referral Partner must not be formally affiliated with the Client or be an employee of A+J
• Referral Partner’s involvement in the Program may not constitute a conflict of interest
• Referral Partner must not have been previously disqualified from participation in the Program

5. PROGRAM LIMITATIONS

Submitted projects are subject to the following limitations:

• Project must be novel. The project must not be one that A+J is already engaged with or has already received submission for.
• Project Information must be valid. Contact info must be up to date and project details must be accurate to the best knowledge of the Referral Partner.
• Only one submission per project. If a project has been submitted more than once, the first person to submit the request will be considered the Referral Partner.

The Referral Partner is subject to the following limitations:

• Any information provided by Referral Partner is offered freely and without consideration beyond possible eligibility in the Program.
• Participation in the Program does not constitute Employment, and Referral Partner is considered by A+J to be an independent contractor.
• Referral Partner must not engage in any business that could be considered harmful to A+J or its affiliates or clients, including but not limited to defamation, misrepresentation, espionage, headhunting, or acquisition of client information.
• Referral Partner must maintain and keep confidential any trade information gained as a result of participation in the Program.

6. PROCESS AND TIMELINE

Upon submission of a Project and approval of Referral Partner, A+J will, at its sole discretion, investigate and qualify the request. Should the request be valid, A+J may engage the contact and develop a proposal. This investigation process concludes with a Project Agreement between A+J and the Client. Upon the signing of a Project Agreement, A+J will provide the Referral Partner with the following information:

• Provisional Project Scope
• Estimated Timeframe of Completion
• Estimated Referral Fee
• These estimates are confidential, non-binding and are not guaranteed.

If applicable and at their sole discretion, A+J may request that the Referral Partner participate in the Project as a contractor or project lead. Any such participation or resulting payments is beyond the scope of this agreement and is not considered part of, nor condition of, the terms of the Referral Partnership Program. Referral Partner will be notified upon:

• Cancellation of the project
• Major change of the Project Scope or Estimated Referral Fee
• Completion of the project
• Referral Partner may request additional information about the current status of the Project.

The process of Payout begins once the project is completed and the final invoice is received.

7. PAYOUT

Upon completion of the Project by A+J and after receipt of the Final Payment, A+J will calculate the Net Profit of the Project, and within 30 days will inform Referral Partner of the amount of any Referral Fee due them via the means provided in their Agreement and documentation. Referral Partner is responsible to invoice A+J for the value of the Referral Fee and complete any steps or relevant documentation required to receive payment. A+J is not responsible to pay any Referral Fees that have not been invoiced within six months of the attempt to contact Referral Partner. Referral Partner is responsible for any taxes or fees arising from any payments from A+J. Unless otherwise agreed, Referral Fees are calculated as 10% of the Net Profit of Projects submitted through a Project Referral form. Should a Project be considered a loss (i.e., a negative net profit), Net Profit will be regarded as zero and the Project will be considered “lapsed.” Payments made through the Program are considered for professional services and are subject to applicable taxes.

8. DISQUALIFICATION

The following situations would disqualify the Referral Partner from participation in the Program.

• Failure to provide adequate documentation to establish program eligibility
• Failure to adhere to any applicable agreements
• Evidence of fraud, bribery, collusion or other inappropriate business with the Client
• Attempt to gain unauthorized access to A+J’s proprietary business information
• Defamation of A+J and/or related parties to the Project
• Failure to maintain confidentiality regarding Referral Fees, price lists, quotes or related estimates or trade information
• Fraudulent or untrue statements or allegations made to A+J or to the Client relating to the Program, a qualifying Project, or eligibility

Should a Referral Partner be disqualified, their participation in the Program will be immediately terminated, and they will be ineligible to receive any Referral Fees for ongoing or future projects. In the event that a Referral Partner has been paid a Referral Fee and it is later determined that he or she would have been ineligible to receive the payment, A+J may, at its option, attempt to recover any fees paid to Referral Partner and they will be considered as retroactively disqualified from the Program.

9. EXCLUSIONS

Under the following circumstances a Project may be considered “Lapsed” or otherwise invalid, and will be ineligible for submission or participation in the program:

• One year has elapsed from the submission of the project, and a Project Agreement has not been established
• A Project Agreement has been established, but no work has been performed for a period of six months
• A+J’s obligations on a project has been fulfilled for a period of six months, but the Client has not completed payment
• The associated costs of a project exceed the revenue upon final reconciliation
• The Project is materially different from what was initially submitted
• Client has already completed a project or otherwise has established a business relationship with A+J
• Six months have elapsed since Final Payment and Referral Partner has not invoiced A+J for a Referral Fee
• The Project has already been submitted by another party

10. DISCLOSURE, CONFIDENTIALITY AND INFORMATION ACCESS

During the course of the Program, the Referral Partner may gain access to protected information belonging to A+J or the Client. For the purposes of this Agreement, “Confidential Information” shall mean any non-public information, including but not limited to, trade secrets, business plans, financial data, customer lists, and any proprietary information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”). This includes information about Project details, including but not limited to the Referral Fee and Net Profit estimates and values. The Receiving Party agrees to hold the Confidential Information in strict confidence and to take all reasonable precautions to prevent unauthorized disclosure or use of the Confidential Information. The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the performance of its obligations under this Agreement. The obligations of confidentiality shall not apply to information that is:

• Already known to the Receiving Party at the time of disclosure;
• Publicly available or becomes publicly available through no fault of the Receiving Party;
• Independently developed by the Receiving Party without reference to the Confidential Information; or
• Required to be disclosed by law, regulation, or a valid court order, provided that the Receiving Party notifies the Disclosing Party promptly of such requirement.

The obligations of confidentiality under this Agreement shall continue for a period of two years from the date of disclosure of each item of Confidential Information.

11. INDEMNIFICATION

A+J and Referral Partner agree that A+J is under no obligation to complete any Project and that any information provided to A+J does not constitute an agreement with the Client or an expectation of services rendered. Referral Partner agrees to indemnify A+J for any loss, damage or liability as a result of Program participation or fulfillment of this Agreement or any related Projects.

12. ASSIGNABILITY

This Agreement is non-transferable and entered into between the Referral Partner and A+J. Referral Partner may not assign its rights or interests under this agreement to any other party. There exists no obligation between Referral Partner and any additional assigned parties who may be contracted or referred by A+J to complete a Project.

13. RIGHT TO AUDIT

The Referral Partner has the right to request additional details concerning the accounting of a project and the calculation of the Referral Fee. This information is considered confidential and cannot be shared with any third party. A+J may, at its option, provide high-level accounting information regarding the gross revenue, major expense categories, and Profit and Loss for the Project. In the event that such information is insufficient, the Referral Partner may, at their option and cost, retain a qualified third-party accountant to review the Project. This review is confidential, and the accountant may not provide the Referral Partner with any details other than the final determination as to whether the Referral Fee is accurate, and what that amount should be. Unless required by law, no other entity or individual may request detailed information regarding A+J’s internal accounting, and disclosure of this information will be subject to legal action.

14. AGREEMENT TO ARBITRATION

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by arbitration in accordance with the rules of the American Arbitration Association as in force at the time of the dispute. The arbitrator’s decision shall be final and binding on both parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses of arbitration, including legal fees and witness fees. The costs and fees of the arbitrator shall be shared equally between the parties unless the arbitrator determines otherwise. All aspects of the arbitration proceeding, including the award, shall be kept confidential by both parties. The arbitration shall be governed by the laws of the state of Alabama. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction to prevent irreparable harm or protect its intellectual property rights.

15. ADDITIONAL TERMS

Any changes, additions, or deletions to this Agreement will be made in writing and at terms mutually agreed upon by both A+J and the Referral Partner. Should any part of this Agreement be unenforceable, the rest of this Agreement shall remain in full effect. This Agreement shall be construed and enforced according to laws of the State of Alabama.

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ACCEPTANCE

By entering my name and date below, I affirm and agree to be bound by the terms and conditions of this document.