Partner Program Agreement

Effective Date: February 7, 2025

This Voicebox Partner Program Agreement (“Agreement”) is entered into by and between Voicebox LLC (“Voicebox”), a business growth advisory firm located at 841 Kenny Way, Las Vegas, NV 89107, and the undersigned provider (“Partner”). By submitting the online application form at voicebox.co/partners/join, the Partner agrees to the terms outlined in this Agreement. This Agreement includes terms related to referral partnership, confidentiality, and mutual obligations arising from any potential or actual business collaboration (the “Proposed Arrangement”).

1. Partnership Overview

Voicebox and the Partner agree to collaborate in referring potential clients to Voicebox in exchange for a referral fee. This partnership is non-exclusive and is based on mutual benefit through complementary service offerings.

2. Partner Responsibilities

The Partner agrees to actively refer qualified businesses that may benefit from Voicebox’s services. All referred businesses must be legitimate and demonstrate genuine interest in the offerings provided by Voicebox. In performing these responsibilities, the Partner shall uphold ethical business practices at all times when engaging with potential referrals.

3. Referral Fee Structure

The Partner shall receive 20% of the referred client’s fees for the duration of that client’s engagement with Voicebox, up to a maximum of 36 months, unless otherwise agreed upon in writing. Payments will be issued on a monthly basis, calculated from the revenue collected during the previous month. Referral fees will only apply to clients who are successfully onboarded as a direct result of the Partner’s referral. A “Qualified Referral” is defined as a business that (a) is not a current or former client of Voicebox, (b) is introduced by the Partner through direct communication or a tracked digital submission form, and (c) enters into a paid engagement agreement with Voicebox within 90 days of the initial referral. Voicebox will provide the Partner with monthly tracking reports detailing referred clients and corresponding payment summaries.

4. Payment Terms

Payments to the Partner will be processed within 30 days following the end of each billing cycle. To ensure timely and accurate payment, the Partner is responsible for providing and maintaining up-to-date payment details. In the event that a referred client discontinues services with Voicebox, all associated referral payments to the Partner will cease.

5. Use of Branding & Marketing Materials

Voicebox grants the Partner a limited, non-exclusive right to use its branding and marketing materials solely for promotional purposes. The Partner may not alter, modify, or misrepresent Voicebox’s brand, services, or offerings in any way. Upon termination of this Agreement, the Partner must remove all Voicebox branding from any digital or printed materials within 10 business days and must refrain from presenting itself as being affiliated with Voicebox in any capacity.

6. Non-Solicitation

The Partner agrees not to solicit, hire, or attempt to engage any employee, contractor, or client of Voicebox during the term of this Agreement and for a period of twelve (12) months following its termination.

7. Confidential Information

Both Parties may disclose or receive Confidential Information under this Agreement. For the purposes of this section, the disclosing Party shall be referred to as the ‘Discloser’ and the receiving Party as the ‘Recipient’. Each Party may act as either Discloser or Recipient. Confidential Information includes non-public business, financial, technical, or operational information disclosed in any form that a reasonable person would understand to be confidential under the circumstances, including but not limited to client data, financial information, strategies, software, and proprietary processes.

8. Exclusions

This Agreement does not apply to information that is: (a) publicly known at the time of disclosure; (b) becomes public through no fault of the Recipient; (c) already in the Recipient’s possession lawfully; (d) independently developed without use of Confidential Information; or (e) received lawfully from a third party without restriction.

9. Nondisclosure and Mandatory Disclosure

The Recipient agrees not to disclose the Discloser’s Confidential Information to any third party and to use it solely for the purposes of the Proposed Arrangement. If disclosure is legally required, the Recipient shall notify the Discloser and cooperate in seeking a protective order.

10. Return of Materials

Upon request, the Recipient shall return or destroy all Confidential Information, retaining only one archival copy as required by law or internal policy, subject to continued confidentiality obligations.

11. No Obligation or License

Nothing in this Agreement grants a license or requires either Party to enter into a further agreement. Use of Confidential Information is limited to evaluation of the Proposed Arrangement.

12. No Warranty

All Confidential Information is provided “as is” without warranties of any kind and may contain inaccuracies or omissions.

13. Independent Development

Nothing in this Agreement limits either Party’s right to independently develop or acquire similar or competing products or services.

14. Remedies

The Discloser is entitled to seek equitable relief, including injunctions, for any breach of confidentiality obligations.

15. Assignment

Neither Party may assign this Agreement without prior written consent. Any unauthorized assignment is void.

16. Notices

All notices must be in writing and sent to the addresses listed above or to legal@voicebox.co. Notices shall be deemed received three business days after mailing or upon confirmed electronic transmission.

17. Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada.

18. Term and Termination

This Agreement shall remain in effect for one (1) year unless terminated earlier with thirty (30) days’ written notice. Upon termination, all outstanding referral fees earned before termination will be paid, and the Partner shall remove all Voicebox branding within 10 business days. Confidentiality obligations shall survive for three (3) years after termination, or indefinitely for trade secrets.

19. Liability & Indemnification

The Partner agrees to indemnify and hold harmless Voicebox from any claims, liabilities, or damages arising from the Partner’s activities. Voicebox shall not be liable for any indirect, incidental, or consequential damages.

20. Dispute Resolution

All disputes shall be resolved through binding arbitration in the State of Nevada, unless the Parties agree otherwise in writing. By agreeing to this clause, the Parties waive their rights to a jury trial or class action participation.

21. Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements. It may be amended only in writing signed by both Parties. If any provision is deemed unenforceable, the remainder shall continue in full force and effect.

Acknowledgment

By submitting the Partner Program application form at https://voicebox.co/partners/join, the Partner acknowledges they have read, understood, and agreed to the terms of this Agreement. This Agreement shall be deemed executed as of the date of submission.