REFERRAL AGREEMENT

v. 1

This LLM API Referral Agreement includes these terms and conditions and incorporated documents and terms, including LLM API Partnership Fee Schedules (together “Agreement”), and forms a legal agreement between LLM API Inc. (“LLM API”) and the Partner identified in the relevant LLM API Partnership Fee Schedule. The Agreement is effective as of the Effective Date of the first LLM API Partnership Fee Schedule, concluded between LLM API and the Partner.

This Agreement shall apply to all current and future LLM API Partnership Fee Schedules between the Parties, unless superseded by a separate written agreement signed by both Parties.

The Partner represents and warrants that it is a legal entity acting for business purposes only and is not a consumer. The Partner further confirms that it has full legal capacity and authority to enter into this Agreement and is not subject to any legal or contractual restriction that would prevent it from doing so.

In consideration of the mutual covenants contained herein, the Parties hereby agree as follows:

For purposes of this Agreement, the following terms shall have the meanings set forth below:

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means ownership of more than fifty percent (50%) of the voting equity of such entity or the power to direct its management and policies;

“Referred Client” means a business entity that meets all the following requirements: (a) not previously known to or in active discussions with LLM API; (b) referred by Partner and approved by LLM API; and (c) accepted and onboarded as a paying customer by LLM API;

“Referral Reward” means the commission, fee, or other compensation payable to the Partner under this Agreement for qualifying referrals; and

“Services” means the solutions offered by LLM API, including cloud management and optimization, artificial intelligence gateway and model management services, banking-related products and services, together with any related features and functionality made available by LLM API from time to time. Services covered by this Agreement shall be specified in the LLM API Partnership Fee Schedules.

2.1. LLM API hereby engages Partner, on a non-exclusive basis, to refer potential customers for Services. This Agreement does not restrict LLM API from entering into similar arrangements with other third parties.

2.2. This Agreement sets out the terms under which the Partner may introduce potential customers and receive compensation for qualifying introductions that lead to verified commercial engagement with LLM API.

2.3. Partner shall not make any commitments, representations, or warranties on behalf of LLM API, nor negotiate with potential customers on its behalf.

2.4. The Parties are independent contractors. Nothing in this Agreement shall be interpreted to create a joint venture, partnership, agency, franchise, or employment relationship. The Partner shall not act or hold itself out as an agent or authorized representative of LLM API and shall have no authority to bind LLM API or make representations on its behalf.

3.1. The Partner shall submit each potential customer in the format and through the process communicated by LLM API (including but not limited to email, CRM integration, or referral form).

3.2. LLM API will determine, in its sole discretion, whether a potential customer qualifies as a Referred Client. Potential customers that are already in LLM API’s active pipeline, known through prior engagement, or submitted by another source shall be rejected without obligation.

3.3. A potential customer shall be deemed accepted only upon written confirmation by LLM API that the potential customer qualifies as a Referred Client under this Agreement.

3.4. A potential customer shall also qualify as a Referred Client if LLM API enters into a commercial agreement with such a potential customer within six (6) months of the date the Partner submitted the referral through LLM API’s approved process. After this 6-month period, no referral reward shall apply unless otherwise agreed in writing.

3.5. LLM API will maintain records of qualified Referred Clients and reserves the right to require reasonable supporting documentation from Partner to verify referral claims.

3.6. The Partner shall:

• (i) promote Services in a professional, truthful, and non-misleading manner;
• (ii) ensure all representations made to potential customers are consistent with approved LLM API materials and policies;
• (iii) comply with all applicable laws, including anti-bribery, anti-corruption, privacy, and data protection laws; and
• (iv) keep all LLM API marketing materials, pricing, and offerings confidential unless otherwise authorized in writing.

3.7. The Partner shall not:

• (i) misrepresent its relationship with LLM API and engage in high-pressure, deceptive, or unlawful marketing practices;
• (ii) offer discounts, incentives, or guarantees on behalf of LLM API without its prior written approval; and
• (iii) resell, repackage, or act as a commercial agent for LLM API.

3.8. LLM API reserves the right to:

• (i) approve or reject any referred potential customer at its sole discretion, with or without reason;
• (ii) discontinue discussions with a referred potential customer at any time;
• (iii) modify its Services, pricing, referral terms, or product offerings at any time upon written notice; and
• (iv) suspend or terminate Partner’s referral rights for non-compliance with this Agreement or conduct deemed harmful to LLM API’s brand, business, or customers.

4.1. LLM API shall pay the Partner Referral Rewards in accordance with the structure and conditions outlined in the LLM API Partnership Fee Schedules. Unless the Parties agree otherwise in writing, Referral Rewards may include one-time milestone-based payments and/or a commission as specified in LLM API Partnership Fee Schedules.

4.2. Referral Rewards shall accrue only where the applicable requirements outlined in LLM API Partnership Fee Schedules are met. Payments shall be made in accordance with the terms specified in LLM API Partnership Fee Schedules and subject to the conditions in this Agreement.

4.3. The Partner shall be entitled to receive Referral Rewards only for the first twelve (12) months following the execution date of the agreement between LLM API and the Referred Client. No further compensation shall be due for any continued, renewed, or expanded relationship between LLM API and the Referred Client beyond this initial one-year period, unless otherwise agreed in writing.

4.4. Referral Rewards shall be payable only where the Referred Client has entered into a valid agreement with LLM API, is not subject to any payment defaults, and continues to meet the applicable requirements outlined in this Agreement. No Referral Rewards shall accrue in relation to non-paid, trial, or promotional plans, or where refunds, chargebacks, cancellations, or payment failures have occurred.

4.5. All payments shall be made in USD or another currency agreed upon by the Parties and are exclusive of applicable taxes.

4.6. LLM API reserves the right to withhold, offset, or claw back Referral Rewards in the event of suspected fraud, misrepresentation, or material error in reported client activity.

4.7. Subject to any provisions to the contrary, each Party shall pay its own costs of and incidental to the negotiation, preparation, execution, and carrying into effect of this Agreement.

5.1. Each Party shall retain all rights, title, and interest in and to its own trademarks, service marks, trade names, logos, content, documentation, software, and other intellectual property, whether registered or unregistered. Nothing in this Agreement shall transfer or assign any intellectual property rights from one Party to the other.

5.2. LLM API grants the Partner a limited, non-exclusive, non-transferable, revocable, royalty-free license to use LLM API’s name, logo, and marketing materials solely for the purpose of promoting Services in connection with referral activities under this Agreement. All such use must be pre-approved in writing by LLM API and comply with any brand guidelines provided.

5.3. The Partner shall not modify, reverse-engineer, or create derivative works from any of LLM API’s materials or use LLM API’s name, logo, or marks in any way that implies a partnership, agency, endorsement, or affiliation beyond the scope of this Agreement.

5.4. The Partner grants LLM API a limited, non-exclusive, royalty-free license to use the Partner’s name and logo solely for the purposes of acknowledging the referral relationship and listing the Partner as a referral source, including on LLM API’s website, marketing materials, and investor communications.

5.5. All licenses granted under this section 5 shall immediately terminate upon expiration or termination of this Agreement. Each Party shall promptly cease all use of the other Party’s intellectual property upon request.

6.1. Each Party (Receiving Party) may, in connection with this Agreement, receive or have access to confidential or proprietary information of the other Party (Disclosing Party), including but not limited to business plans, pricing, customer data, product roadmaps, trade secrets, and the terms of this Agreement (Confidential Information). Confidential Information may be disclosed orally, visually, or in written or electronic form and shall be deemed confidential regardless of whether it is marked as such.

6.2. The Receiving Party shall keep all Confidential Information strictly confidential and shall not disclose it to any third party without the prior written consent of the Disclosing Party, except to its employees, legal advisors, or contractors on a need-to-know basis, provided they are bound by confidentiality obligations no less restrictive than those in this Agreement. The Receiving Party shall use Confidential Information solely for the purposes of performing under this Agreement.

6.3. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was lawfully known by the Receiving Party before disclosure; (c) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (d) is lawfully disclosed to the Receiving Party by a third party without breach of any confidentiality obligation.

6.4. If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall promptly notify the Disclosing Party (to the extent legally permitted) and cooperate with any efforts to seek protective measures.

6.5. Upon expiration or termination of this Agreement, the Receiving Party shall promptly return or destroy all Confidential Information, except as required to be retained by law or for compliance purposes.

6.6. Section 6 shall survive the expiration or termination of this Agreement for a period of three (3) years.

7.1. The Partner shall indemnify, defend, and hold harmless LLM API and its officers, directors, employees, Affiliates, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (i) any misrepresentation, false statement, or unauthorized commitment made by the Partner regarding LLM API or its Services;
• (ii) any breach of this Agreement by the Partner; or
• (iii) any third-party claim arising out of the Partner’s marketing activities, use of LLM API’s materials, or violation of applicable laws.

7.2. LLM API shall indemnify, defend, and hold harmless the Partner from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• (i) any misrepresentation or false statement made by LLM API regarding its Services;
• (ii) any breach of this Agreement by LLM API; or
• (iii) any third-party claim arising out of LLM API’s activities or violation of applicable laws.

7.3. Neither Party shall be liable under this Section for any settlement made without its prior written consent.

7.4. To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

7.5. The limitations in this Section shall not apply to:

• (i) a Party’s indemnification obligations under Section 7;
• (ii) a breach of confidentiality obligations under Section 6; or
• (iii) liability for death, personal injury, fraud, or willful misconduct to the extent such liability cannot be limited under applicable law.

8.1. This Agreement shall commence on the Effective Date and remain in force within the Term specified in the LLM API Referral Fee Schedule. Thereafter, it shall automatically renew for successive twelve (12) month periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

8.2. Either Party may terminate this Agreement for any reason by providing thirty (30) days’ prior written notice to the other Party.

8.3. Either Party may terminate this Agreement immediately upon written notice if the other Party:

• (i) commits a material breach of this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice of the breach; or
• (ii) becomes insolvent, is subject to bankruptcy or liquidation proceedings, or ceases to operate in the ordinary course of business.

8.4. Upon termination of this Agreement for any reason:

• (i) all licenses granted under this Agreement shall immediately terminate;
• (ii) each Party shall return or destroy the other Party’s Confidential Information in its possession;
• (iii) the Partner shall cease all use of LLM API’s branding and promotional materials; and
• (iv) LLM API shall pay any undisputed Referral Rewards in accordance with Section 4.

8.5. No Referral Rewards shall be payable in relation to any Referred Client if the relevant commercial agreement between LLM API and the Referred Client is executed after the termination of this Agreement, unless otherwise agreed in writing.

8.6. Sections 1 (Definitions), 5 (Intellectual Property), 6 (Confidentiality), 7 (Indemnification. Limitation of Liability), 10 (Governing Law. Dispute resolution), and clauses 8.4–8.5 (Effects of Termination) shall survive expiration or termination of this Agreement.

9.1. Each Party shall comply with all applicable data protection and privacy laws and regulations in the performance of this Agreement, including, where applicable, the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (“UK GDPR”), the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA”), and any other similar legislation in relevant jurisdictions (collectively, “Data Protection Laws”).

9.2. The Parties acknowledge and agree that the purpose of this Agreement does not require the regular exchange of personal data beyond business contact information or other limited data necessary to facilitate the referral relationship. Each Party acts as an independent data controller with respect to any personal data it processes under this Agreement, and nothing herein shall be construed to create a joint controller or processor relationship unless separately agreed in writing.

9.3. To the extent the Partner discloses any personal data to LLM API, the Partner represents and warrants that such disclosure is lawful and that it has provided all necessary privacy notices and obtained all necessary consents or other appropriate legal bases in accordance with applicable Data Protection Laws. The Partner shall not transmit to LLM API any sensitive personal data as defined under Data Protection Laws or data not strictly necessary for referral qualification.

9.4. Neither Party shall process personal data received under this Agreement for any purpose other than the performance of its obligations and the exercise of its rights hereunder, unless otherwise required by applicable law.

9.5. Each Party shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage of personal data.

9.6. In the event either Party becomes aware of a personal data breach affecting personal data disclosed under this Agreement, it shall notify the other Party without undue delay, and in any event within the timeframe required by applicable Data Protection Laws. Each Party shall reasonably cooperate with the other in investigating and mitigating the effects of any such breach.

9.7. Each Party shall be individually responsible for responding to any data subject requests it receives relating to personal data in its possession. The Parties agree to provide reasonable assistance to each other, where appropriate and legally permissible, in fulfilling obligations related to data subject rights under applicable Data Protection Laws.

9.8. Upon termination or expiry of this Agreement, each Party shall delete or return any personal data received from the other Party, unless retention is required to comply with applicable legal obligations or to establish, exercise, or defend legal claims.

9.9. Each Party shall maintain records of its data processing activities performed under this Agreement as required by applicable Data Protection Laws and shall cooperate in good faith with any inquiries or requests from the other Party related to data protection compliance, to the extent legally permissible.

10.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

10.2. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Delaware, and each Party hereby submits to the personal jurisdiction of such courts.

11.1. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except to an Affiliate or successor entity in the event of a merger or sale of substantially all assets.

11.2. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and understandings, whether oral or written.

11.3. No modification or amendment of this Agreement shall be effective unless in writing and signed by both Parties.

11.4. The Parties agree that “in writing” includes documents executed in electronic form. The Parties agree that documents signed electronically, including by email with scanned signatures or through platforms like DocuSign, are valid and binding.

11.5. No failure or delay by either Party in exercising any right or remedy under this Agreement shall operate as a waiver thereof.

11.6. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11.7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Signatures transmitted electronically (including via PDF or e-signature platform) shall have the same legal effect as originals.

[End of LLM API Referral Agreement]

If you have any questions regarding this Agreement, please contact us:

LLM API Inc.

16192 Coastal Highway,

Lewes, Delaware 19958, United States

Email: [email protected]