This Affiliate Agreement (this “Agreement”) is made and entered into as of the date of the last signature on this Agreement (the “Effective Date”) by and between Blue Acorn Marketing LLC, an Arizona limited liability company DBA StartVirtual (“Company”) and registered business and/or person “Affiliate”).

RECITALS:

A. The Company is engaged in the business of offering virtual assistant and business process outsourcing services for investors and professionals working in the real estate, insurance, and other industries (the “VA Services”).

B. The Company desires for Affiliate to participate in the Company’s Affiliate & White Label Partner Program (the “Affiliate Program”), under which Affiliate may participate as an Affiliate Partner, an Elite Affiliate Partner, or a White Label Partner, as described in Section 3.

C. Affiliate desires to be part of the Company’s Affiliate Program.

NOW THEREFORE, in consideration of the promises and the mutual covenants herein contained, and for other good and valuable consideration, it is agreed between the parties as follows:

COVENANTS:

1. DEFINITIONS. All words and phrases that are capitalized in this Agreement will have the meanings given them in this Section 1 or elsewhere in this Agreement.

(a) “Affiliate Program” means the Company’s Affiliate & White Label Partner Program, pursuant to which Affiliate markets and sells the Company’s VA Services under this Agreement, as an Affiliate Partner, Elite Affiliate Partner, or White Label Partner in accordance with Section 3.

(b) “New Customer Account” means any account for VA Services originated by Affiliate during the term of this Agreement.

(c) “Qualified Account” means any New Customer Account in which the customer has executed a contract with the Company.

2. DELIVERY OF NEW CUSTOMER ACCOUNTS TO COMPANY. If Company determines that any New Customer Account delivered by Affiliate does not constitute a Qualified Account, Affiliate will have ten (10) business days following Company’s rejection of such New Customer Account in which to cure any such deficiencies and resubmit the New Customer Account to Company. In the event Affiliate fails to (or elects not to) cure such deficiencies within such time period, the rejected New Customer Account will be treated as a “Non-Qualified Account” for which Affiliate shall not be entitled to compensation under this Agreement.

3. COMPENSATION.

3.1. Affiliate Program Tiers. The Company’s Affiliate Program consists of three participation tiers — the “Affiliate Partner” tier, the “Elite Affiliate Partner” tier, and the “White Label Partner” tier (each, a “Tier,” and collectively, the “Tiers”). Affiliate’s Tier determines the percentage of Agency Fee revenue payable to Affiliate as the Qualified Account Payment, as set forth in this Section 3.

3.2. Agency Fee; VA Program Cost. For purposes of this Agreement:

(a) “Agency Fee” means the recurring consulting and account management fee that the Company collects from a Qualified Account for sourcing, Client Success Manager support, coaching, and the replacement guarantee associated with the VA Services. The Agency Fee is the only revenue that counts toward Affiliate’s Qualified Account Payment and toward the Elite Threshold described in Section 3.4. The dollar amount of the Agency Fee for any given Qualified Account is set by that Client’s Client Services Agreement with the Company and varies based on factors including the number of VAs and the length of the Client’s contract term — month-to-month and six (6)-month terms are generally priced higher than twelve (12)-month terms. The sample figures in Exhibit A are illustrative only and are not a guaranteed or fixed Agency Fee amount.

(b) “VA Program Cost” means the fully-loaded, pass-through payroll cost (pay, payroll tax, benefits, and insurance) that the Company collects from a Qualified Account and remits on the assigned VA’s behalf. VA Program Cost carries no built-in margin for the Company and does not count toward Affiliate’s Qualified Account Payment or toward the Elite Threshold under any circumstance.

3.3. Qualified Account Payment. The Company will compensate Affiliate for each Qualified Account originated by Affiliate in an amount equal to the following percentage of the Agency Fee collected by the Company for that Qualified Account (the “Qualified Account Payment”), depending on Affiliate’s then-current Tier:

Tier	Rate on Agency Fee	Basis
Affiliate Partner	40%, recurring monthly	Open to all Affiliates at no cost; no volume minimum to maintain
Elite Affiliate Partner	50%, recurring monthly	Automatic upon reaching the Elite Threshold (Section 3.4)
White Label Partner	75%, paid monthly	Available while the White Label Program Fee (Section 3.5) is current

Bonuses given to VAs are not eligible for commission.

3.4. Elite Affiliate Partner Threshold. Affiliate will automatically be upgraded to Elite Affiliate Partner status, without any application or further action by Affiliate, once the aggregate Agency Fee revenue generated by Affiliate’s Qualified Accounts in a given calendar month equals or exceeds Ten Thousand Dollars ($10,000.00) (the “Elite Threshold”). Once Affiliate reaches Elite Affiliate Partner status, the 50% rate applies to Affiliate’s entire book of Qualified Accounts immediately. If Affiliate’s aggregate Agency Fee revenue in a given calendar month subsequently falls below the Elite Threshold, Affiliate’s Qualified Account Payment will revert to the Affiliate Partner rate of 40% for that month and any subsequent month in which the Elite Threshold is not met, and will return to the Elite Affiliate Partner rate of 50% for any month in which the Elite Threshold is again met.

3.5. White Label Partner Tier. Affiliate may elect to participate in the White Label Partner tier at any time by notifying the Company in writing and paying the program fee described below.

(a) Program Fee. Affiliate will pay the Company a program fee of $997.00 per month (the “White Label Program Fee”), payable on the same schedule as Section 3.7 below, for as long as Affiliate remains enrolled in the White Label Partner tier.

(b) White Label Deliverables. While Affiliate’s White Label Program Fee is current, the Company will build and maintain a fully white-labeled website and client-facing marketing materials bearing Affiliate’s own brand, subject only to a “Powered by StartVirtual” attribution as described in Section 14.7.

(c) Rate. While enrolled in the White Label Partner tier and current on the White Label Program Fee, Affiliate’s Qualified Account Payment will be 75% of the Agency Fee, in lieu of the Affiliate Partner or Elite Affiliate Partner rate.

(d) Lapse. If Affiliate’s White Label Program Fee is not paid when due, Affiliate’s participation in the White Label Partner tier will lapse, the Company may discontinue the white-labeled deliverables described in Section 3.5(b), and Affiliate’s Qualified Account Payment will revert to the Affiliate Partner or Elite Affiliate Partner rate, whichever then applies under Section 3.4.

(e) Timing of Eligibility. The White Label Partner rate in Section 3.5(c) applies only to Agency Fee revenue collected by the Company during a calendar month for which Affiliate has paid the White Label Program Fee in full, in advance or by the end of that same calendar month. For example, to receive the White Label Partner rate on Agency Fee revenue collected in July, Affiliate must pay the July White Label Program Fee no later than July 31; that July revenue is then paid out at the White Label Partner rate on August 15 under Section 3.7. Affiliate may not opt into the White Label Partner tier partway through, or after the close of, a given calendar month in order to apply the White Label Partner rate retroactively to that month’s Agency Fee revenue. If Affiliate first pays the White Label Program Fee partway through a calendar month, the White Label Partner rate will first apply to the following calendar month, and the month in which Affiliate enrolled will be compensated at the Affiliate Partner or Elite Affiliate Partner rate, whichever then applies under Section 3.4.

3.6. No Other Compensation. Except for the items listed in this Agreement, Affiliate is not entitled to further payment from the Company or any reimbursement from the Company for any of Affiliate’s expenses.

3.7. Payment Timing. Company will make the Qualified Account Payment (net of the White Label Program Fee, if applicable) to Affiliate on the fifteenth (15th) day of each calendar month, covering all Agency Fee revenue collected during the immediately preceding month, provided that the aggregate amount of such earnings equals or exceeds fifty dollars ($50.00). In the event that Affiliate’s accrued earnings for any given month total less than fifty dollars ($50.00), such earnings shall be carried forward and included in the next payment cycle in which the minimum threshold is met.

3.8. Form 1099; Taxes. The Affiliate will receive a Form 1099. Affiliate will be responsible for paying all of Affiliate’s Federal, state, municipal, or other taxes as are required by any applicable law, regulation, or ruling. Affiliate will also be responsible for all statutorily required benefits, including workers’ compensation insurance, if any. Affiliate shall indemnify, protect, defend, and hold the Company harmless from and against any claim by any state or federal taxing authority based on Affiliate’s failure to pay any self-employment tax, or any other tax lawfully imposed on Affiliate or to which Affiliate is or may be subject.

4. TERM AND TERMINATION OF AGREEMENT. The term of this Agreement shall commence as of the Effective Date and continue until terminated as provided in this section. The Term of this Agreement shall be for one (1) year from the Effective Date and will automatically renew for successive periods of one (1) year unless Affiliate gives notice to the Company of its intention to terminate the Agreement at least thirty (30) days prior to the start of the renewal period. The Affiliate will continue to receive its Qualified Account Payment for amounts received by Company for any Qualified Account that remains an active and paying Client of the Company. Any White Label Program Fee obligation under Section 3.5 ends effective the date of termination.

5. EXCLUSIVITY. Affiliate specifically understands and acknowledges that Company may enter into affiliate agreements with other companies and entities. Affiliate understands and specifically agrees that Company may, at its sole and absolute discretion, enter into any such agreements with other companies or entities on terms substantially similar to the terms set forth herein or on any other terms that Company may from time to time determine to be appropriate.

6. DEVICES, DOCUMENTS AND INFORMATION. Company may, in its sole and absolute discretion, provide Affiliate documents, forms, templates, usernames, passwords, or other items belonging to the Company. If Company provides Affiliate with any documents, forms, templates, usernames, passwords or other items belonging to the Company, Affiliate shall immediately return such items to the Company upon the termination of this Agreement and shall not retain any images, files, duplicates, or copies of the same.

7. INDEPENDENT CONTRACTOR. It is understood and agreed, and it is the intention of the parties hereto, that Affiliate is an independent contractor, and is not an employee, agent, joint venturer, or partner of Company for any purpose whatsoever. Affiliate shall be free to dispose of his/her/its time, energy, and skill as Affiliate deems appropriate, and shall retain the sole and absolute discretion and judgment in the manner and means of rendering the services contemplated by this Agreement. Affiliate shall furnish his/her/its own computer, electronic devices, automobiles and/or other travel arrangements, and anything else necessary or helpful in Affiliate’s execution of his/her/its performance under this Agreement. Affiliate shall not be entitled to any monetary or other benefits customarily associated with employment, such as paid time off, the right to participate in any plans, arrangements or distribution by the Company pertaining to or in connection with any pension, stock, bonus, or profit-sharing plan, or any similar benefit, except as expressly set forth in this Agreement. The Company shall have no right to and shall not control the manner or prescribe the method by which Affiliate markets and sells the VA Services. Affiliate shall be entirely and solely responsible for his/her/its acts and the acts of his/her/its agents, and employees, if any, while engaged in the Affiliate Program.

8. CONFIDENTIAL INFORMATION.

8.1. Company owns and has developed and compiled, and will develop and compile, certain proprietary and confidential information, which has great value to its business (referred to in this Agreement collectively as “Confidential Information”). Confidential Information includes information that is designated as confidential by Company, is not known or is not reasonably known to the general public, and is either disclosed to, or learned by Affiliate during the course of Affiliate’s participation in the Affiliate Program and that has or could have commercial value in the business in which Company is engaged or contemplates engaging, and that could be detrimental to the interests of Company if disclosed without authorization. By example and without limitation, Confidential Information includes any and all information concerning trade secrets, business practices, future plans, assets, private discussions, pricing, training materials, manuals, processes and means of generating revenue, sources of revenue, revenue projections, revenue calculations, software development and programs, product specifications, future product plans, research, test results, reports, specifications, business and marketing plans, employment, contractor, and affiliate policies or compensation, affiliate agreements, including this Agreement, forecasts, financial information, budgets and projections, customer and client identities, customer and client contact information, customer and client lists, customer and client characteristics and agreements, the names of any sources who refer clients and customers to the Company, the equipment owned and operated by the Company, the names of Company’s personnel, including employees and contractors, the names of the Company’s affiliates, subcontractors and vendors, the financial affairs of the Company, and any other information of, about, or concerning the business of the Company that has not been made available to or disclosed to the general public. As used in the Agreement, “trade secret” means information, including a formula, pattern, compilation, program, device, method, technique or process, that both: (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

8.2. Affiliate will not, either during or after the termination of this Agreement, directly or indirectly, use, disclose, or otherwise communicate to any third party, any of the Company’s Confidential Information without prior written authorization of the Company.

8.3. All materials (including but not limited to user names and passwords, papers, documents, writings, records, manuals, training materials, education materials, resources, contracts, templates, customer and client lists, price lists, notebooks, data files, software, and software documentation) that are furnished to Affiliate by the Company, or that Affiliate otherwise acquires during the course of this Agreement, are the exclusive property of the Company. Upon termination or written request from the Company prior to termination, Affiliate will promptly surrender to the Company all such materials and all copies of such materials. Affiliate will not retain any such materials or any duplicates of them after termination or upon written request prior to termination.

9. NON-DISPARAGEMENT. In consideration for Company entering into this Agreement with Affiliate and Affiliate participating in the Affiliate Program, Affiliate expressly covenants and agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, Affiliate shall not, directly or indirectly, defame or disparage the Company or any of its affiliates, members, managers, employees, or contractors to any third party.

10. COVENANT NOT TO INTERFERE. In consideration for the Company entering into this Agreement with Affiliate and Affiliate participating in the Affiliate Program, Affiliate expressly covenants and agrees that during the term of this Agreement and for a period of one (1) year after the termination of this Agreement, Affiliate shall not, directly or indirectly, employ, hire, contract with, retain, or solicit the employment or other services of any personnel of StartVirtual.

11. DATA PROTECTION. While participating in the Affiliate Program, Affiliate may have access to or come into possession of sensitive or confidential financial information belonging to customers of the Company (“Sensitive Data”). Affiliate shall keep and maintain this Sensitive Data as confidential and shall use reasonable safeguards to protect against the unauthorized access to this Sensitive Data.

12. REASONABLE RESTRICTIONS. Affiliate and the Company acknowledge that the provisions and restrictions contained in Paragraphs 9 through 12 of this Agreement shall survive the termination of this Agreement, are reasonable and necessary to protect the legitimate interests of the Company, and any violation of such provisions or restrictions will result in irreparable injury to the Company. Therefore, Affiliate acknowledges that, in the event of a violation of this Agreement, the Company may seek a temporary restraining order without notice and without posting a bond, preliminary and permanent injunctive relief without the posting of a bond, damages, and an accounting of all earnings, profits and other benefits arising from such violation, which remedies shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled under this Agreement or by law.

13. HOLD HARMLESS AGREEMENT. Each Party (the “Indemnifying Party”) shall be solely responsible for its own acts and omissions. Accordingly, the Affiliate agrees to indemnify, defend, and hold harmless the Company, its members, managers, employees, and contractors only from losses, damages, liabilities, or claims that directly arise out of the Affiliate’s own actions or failures in connection with the marketing and selling of the VA Services. Likewise, the Company agrees to indemnify, defend, and hold harmless the Affiliate, its members, managers, employees, and contractors only from losses, damages, liabilities, or claims that directly arise out of the Company’s own actions or failures in connection with the provision of the VA Services.

Neither Party shall be responsible for the acts, omissions, or liabilities of the other Party, nor for any indirect, consequential, or third-party claims not caused by its own conduct. Each Party shall remain solely responsible for any insurance deductibles or costs associated with claims arising from its own actions.

14. GENERAL.

14.1. Entire Agreement. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to Affiliate participating in the Affiliate Program. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

14.2. Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way.

14.3. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Arizona without respect to conflicts of laws principles.

14.4. Attorneys’ Fees. The prevailing party in any lawsuit or arbitration arising out of or related to this Agreement shall be entitled to an award of their attorneys’ fees, expert fees, and costs against the non-prevailing party, which attorneys’ fees, expert fees, and costs shall include, but are not limited to, those incurred in collecting any judgment awarded in favor of the prevailing party.

14.5. Non-Waiver. No delay or failure by either party to exercise any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right. The obligations of either party with respect to such right shall continue in full force and effect.

14.6. Affiliate’s Future Cooperation. Upon the Company’s request, Affiliate will do or cause to be done such further acts or things as Company may reasonably request to carry out the intent of this Agreement.

14.7. Use of the Name “StartVirtual”. Affiliate may market and sell the VA Services via use of the “StartVirtual” name. Affiliate acknowledges that the name “StartVirtual” and all variations thereof as well as any other service marks, trade names or trademarks used by Company (the “Marks”) will remain the exclusive property of Company, and Affiliate will not acquire any proprietary rights therein. Affiliate agrees to use the Marks only as directed by Company in writing. Affiliate shall have no further right to use the name “StartVirtual” and the Marks upon termination of this Agreement.

White Label Partner Carve-Out. Notwithstanding the foregoing, for so long as Affiliate is enrolled in the White Label Partner tier described in Section 3.5 and current on the White Label Program Fee, Affiliate may market and present the VA Services under Affiliate’s own brand name, logo, and trade dress, and the website, landing pages, and client-facing materials the Company builds for Affiliate under Section 3.5(b) will bear only a “Powered by StartVirtual” attribution rather than the Company’s Marks. This carve-out does not transfer any proprietary rights in the Marks to Affiliate and terminates automatically upon any lapse of Affiliate’s White Label Partner status under Section 3.5(d) or termination of this Agreement.

14.8. Electronic Execution and Counterparts. This Agreement may be executed by electronic means and in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties may execute this Agreement by electronic means and may deliver their signatures by e-mail delivery, and such transmission shall have the same effect as delivery of original signatures.

14.9. Assignment. This Agreement and any duties or obligations under this Agreement may be assigned by the Company in its sole and absolute discretion. This Agreement and any of its benefits, duties or obligations may not be assigned by Affiliate without the prior written consent of the Company.

14.10. Advice of Counsel. The parties agree that they have had an opportunity to review and negotiate the content of the Agreement and have an opportunity to seek the advice of legal and other professional counsel. The parties expressly and knowingly waive any common law or statutory rule of construction that ambiguity shall be construed against the drafter of this Agreement and acknowledge that both parties had the opportunity to contribute equally to the drafting of this Agreement.

EXHIBIT A

Commission Schedule — Affiliate & White Label Partner Program

Program Tiers

Tier	Rate on Agency Fee	Cost to Affiliate	How It’s Reached
Affiliate Partner	40%	Free	Sign this Agreement; receive tracking link
Elite Affiliate Partner	50%	Free	Automatic at $10,000/mo referred Agency Fee
White Label Partner	75%	$997/mo program fee	Opt in any time

Illustrative Client Pricing (Agency Fee vs. VA Program Cost)

Only the Agency Fee column counts toward Affiliate’s Qualified Account Payment and toward the Elite Threshold. VA Program Cost is a payroll pass-through and never counts toward commission. Agency Fee pricing varies based on the Client’s selected contract length — month-to-month and six (6)-month terms are priced higher than the twelve (12)-month figures shown below. The table below is a sample at a representative twelve (12)-month term only — it is not a guaranteed or fixed Agency Fee amount, and actual Agency Fee revenue on any given Qualified Account may be higher. The Total Cost to Client column is shown for reference only.

Client Size	Agency Fee (sample, 12-mo term)	VA Program Cost	Total Cost to Client
1 VA	$600/mo	$755/mo	$1,355/mo
2 VAs	$1,000/mo	$1,510/mo	$2,510/mo
3 VAs	$1,200/mo	$2,265/mo	$3,465/mo
6 VAs	$1,800/mo	$4,530/mo	$6,330/mo
11 VAs	$2,750/mo	$8,305/mo	$11,055/mo

Sample figures are illustrative only, reflect a twelve (12)-month term, and are not a guaranteed Agency Fee amount for any Qualified Account; actual rates and terms — including any premium for shorter contract lengths — are governed by Section 3 of this Agreement.