1.Program Overview

This Partner Agreement ("Agreement") is entered into between VentureOS LLC d/b/a AI Advisory Group ("Company") and the individual or entity accepting this Agreement ("Partner").

The AI Advisory Group Partner Program allows approved Partners to refer prospective clients to AI Advisory Group's consulting services, AI products, and managed deployments in exchange for commission compensation as described herein. This is a referral and reseller relationship — Partners do not provide AI services themselves and do not act as employees, agents, or legal representatives of the Company.

2.Partner Eligibility

To participate in the Partner Program, you must:

• Be at least 18 years of age and legally authorized to enter into contracts
• Complete the partner application and be approved by AI Advisory Group
• Maintain an active partner account in good standing
• Comply with all applicable laws in your jurisdiction regarding referral activities and marketing
• Not misrepresent AI Advisory Group's products, services, or pricing in any communications

AI Advisory Group reserves the right to approve or deny partner applications at its sole discretion and to revoke partner status for violations of this Agreement.

3.Commission Structure & Schedule

Commission rates are determined by your partner tier at the time the referred client completes payment. Commission is calculated as a percentage of the net revenue received by AI Advisory Group from each referred client engagement.

Qualifying Revenue includes all client payments received for: AI Strategy Sessions, AI Training Workshops, Integrations & Automations projects, AI product subscriptions, and any other AI Advisory Group service directly attributed to the Partner's referral.

Non-Qualifying Revenue includes: Stripe processing fees, chargebacks, refunds, and any revenue from clients independently acquired by AI Advisory Group without partner attribution.

Recurring Commissions: For monthly subscription products (AI agents, AI teams, AI ventures), Partners earn their tier commission rate on every monthly payment received from referred clients for as long as the client's subscription remains active and the Partner's account is in good standing.

Tier Upgrades: When a Partner upgrades tiers, the new commission rate applies to all payments received after the upgrade date. Previously earned commissions are paid at the rate in effect at the time of the original referral payment.

4.Payment Terms

• Commission Review: Commissions are calculated and reviewed on the 1st of each calendar month for all qualifying revenue received during the prior month.
• Payment Date: Approved commissions are paid by the 15th of each month via ACH, PayPal, or check, at Company's discretion.
• Minimum Payout: Commissions accumulate until a minimum balance of $50 is reached before payment is issued. Balances below $50 roll forward to the following month.
• Disputed Payments: Partners have 30 days from the commission review date to dispute any calculation. Disputes submitted after 30 days will not be reviewed.
• Tax Reporting: Partners earning over $600 USD annually will receive a Form 1099-NEC. It is the Partner's responsibility to report commission income in accordance with applicable tax laws.
• Refund Adjustments: If a referred client receives a full or partial refund, the corresponding commission will be deducted from the Partner's next payout or current balance.

5.Lead Attribution & Tracking

A referral is attributed to a Partner when a prospective client:

• Uses the Partner's unique referral link and completes a purchase within 90 days
• Is submitted as a lead through the Partner's portal dashboard and subsequently converts to a paying client
• Books a strategy session or service directly through a booking link generated from the Partner's portal account

In the event of conflicting attribution (i.e., a prospect is submitted by multiple Partners), attribution is granted to the Partner who first logged the lead in the system, based on timestamp. AI Advisory Group's internal records are authoritative in all attribution disputes.

Partners may not claim attribution for clients who were already AI Advisory Group clients prior to the Partner's referral, or for clients who contacted AI Advisory Group through channels unrelated to the Partner's referral activity.

6.Partner Conduct

Partners agree to the following conduct standards while representing the AI Advisory Group Partner Program:

• Represent AI Advisory Group's products and services accurately and truthfully
• Not make guarantees of specific outcomes, ROI figures, or timelines unless expressly authorized by AI Advisory Group in writing
• Not engage in spam, unsolicited mass email, or any outreach that violates CAN-SPAM, TCPA, or applicable marketing laws
• Not use AI Advisory Group's name, logo, or trademarks in a way that implies you are an employee, officer, or legal agent of the Company
• Not disparage AI Advisory Group, its products, employees, or other partners in any public or private communication
• Promptly disclose your role as an independent referral partner when asked by prospects

Violation of conduct standards may result in immediate suspension or termination of partner status and forfeiture of unpaid commissions at Company's discretion.

7.Confidentiality

Partners may have access to non-public information about AI Advisory Group's products, pricing, roadmap, clients, and internal processes through the partner portal and direct communications. Partners agree to:

• Keep all non-public Company information strictly confidential
• Not share, publish, or disclose confidential information to third parties without prior written consent from AI Advisory Group
• Use confidential information solely for the purpose of performing referral activities under this Agreement

This confidentiality obligation survives termination of this Agreement for a period of two (2) years.

8.Termination

By Partner: Partners may terminate this Agreement at any time by providing written notice to AI Advisory Group at partners@ventureos.run. Commissions earned prior to the termination date on existing paying clients will be paid through the next regular payment cycle.

By Company: AI Advisory Group may terminate or suspend a Partner's account at any time for cause, including but not limited to: violation of this Agreement, fraudulent activity, conduct harmful to the Company's reputation, or inactivity exceeding 12 consecutive months. In cases of termination for cause, unpaid commissions may be forfeited.

Effect of Termination: Upon termination, the Partner's referral links will be deactivated, portal access will be revoked, and no new referral commissions will accrue. Recurring commissions on existing client subscriptions will cease 30 days after the effective termination date.

9.Limitation of Liability

AI Advisory Group's total liability to any Partner under this Agreement shall not exceed the total commissions paid to that Partner in the three (3) months preceding the claim. In no event shall AI Advisory Group be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, even if advised of the possibility of such damages.

Partners assume all risk related to their own marketing activities, expenses incurred in performing referral activities, and any representations made to prospects beyond what is authorized in writing by AI Advisory Group.

10.General Provisions

• Independent Contractors: Partners are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.
• Governing Law: This Agreement is governed by the laws of the State of Maryland, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Baltimore County, Maryland.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Partner Program and supersedes all prior discussions, representations, or agreements.
• Amendments: AI Advisory Group may update this Agreement with 30 days' written notice to active Partners. Continued participation after the notice period constitutes acceptance of the updated terms.
• Severability: If any provision of this Agreement is found unenforceable, the remaining provisions continue in full force.
• Assignment: Partners may not assign or transfer their rights or obligations under this Agreement without prior written consent from AI Advisory Group.