Affiliate Program Terms & Conditions

These Affiliate Program Terms & Conditions (the “Terms”) are entered into by and between Niural Inc. (“Company”) and the Affiliate (collectively, the “Parties”). By referring Potential Clients to the Company, the Affiliate agrees to be bound by these Terms.

1. Purpose of the Program

1.1. The Company provides global hiring, payments, and compliance solutions (“Business Services”).
1.2. The Affiliate, who has valuable connections or relationships in the payroll and related industries, will introduce Potential Clients (“Potential Clients”) to the Company.
1.3. These Terms set forth the respective rights and obligations of the Parties related to the referral of Potential Clients.

2. Referral Relationship & Non-Exclusivity

2.1. Referral of Potential Clients. The Affiliate may refer Potential Clients to the Company as outlined in these Terms.
2.2. Non-Exclusive. The relationship is non-exclusive. Either Party may enter into similar referral or affiliate agreements with other parties.

3. Client Onboarding & Independent Due Diligence

3.1. Independent Procedures. Neither Party relies on the other for “know your client” (KYC) or other due diligence. Each Party must conduct its own client vetting.
3.2. Negotiation & Engagement. After an introduction from the Affiliate, the Company will independently negotiate and determine the terms for any potential engagement with a referred Potential Client.
3.3. Discretion to Engage. The Company maintains sole discretion to accept or decline business from any referred Potential Client. The Affiliate shall not object to any decision by the Company regarding such engagement.

4. Conditions for Referral Fees

A Referral Fee (as defined below) is payable only upon satisfaction of all of the following conditions:

1. The referred Potential Client must not have previously contacted or discussed services with the Company.
2. The referral must result in the Potential Client engaging the Company for Business Services within one (1) year of the initial introduction by the Affiliate.
3. The Potential Client must pay all invoices in full (thereby becoming a “Referred Client”).
4. Each Referred Client’s affiliates for which the Company provides any Business Services will also be considered part of that Referred Client relationship under these Terms.

5. Referral Fee

5.1. Fee Amount. For each Referred Client, the Company agrees to pay the Affiliate a referral fee of 15% of the total net revenue received by the Company from that Referred Client during the first twelve (12) months of the Referred Client’s relationship with the Company.
5.2. Definition of “Net Revenue”. Net revenue is the total amount of revenue actually collected from the Referred Client, less any taxes, refunds, chargebacks, expense reimbursements, or non-service fees or deductions.

6. Payment Terms

6.1. Payment Schedule. Referral Fees will be paid quarterly, within thirty (30) days after the close of each calendar quarter, provided the Company has received payment from the Referred Client.
6.2. Reporting. The Company will provide the Affiliate a summary of relevant billing and commission details, subject to client confidentiality obligations, on at least a monthly basis (or at a frequency otherwise agreed upon by the Parties).

7. Confidentiality

7.1. Confidential Terms. The nature and terms of this referral arrangement, including referral fees, must remain confidential except as required by law, accounting or tax reporting obligations, or due diligence processes.
7.2. Client Confidentiality. The Parties have no obligation to disclose the nature of any engagement with Referred Clients if prohibited by confidentiality obligations to those clients or by applicable rules, regulations, or laws.

8. Survival of Referral Fee Obligation

8.1. Post-Termination Payments. The referral fee obligations survive expiration or termination of these Terms for any Potential Client that becomes a Referred Client prior to (or within one year after) the effective date of termination, so long as the referral was made before termination.

9. Taxes

Each Party is responsible for any national, state, or federal taxes applicable to its own income or revenues arising from this arrangement.

10. Term & Termination

10.1. Term. These Terms become effective as of the Effective Date and continue until terminated by either Party upon thirty (30) days’ written notice.
10.2. Immediate Termination. Either Party may terminate immediately if the other Party breaches any material provision of these Terms.

11. Representations & Warranties

Each Party represents and warrants that (i) it has full power and authority to enter into these Terms and fulfill its obligations; and (ii) its performance hereunder will not violate any applicable laws or agreements to which it is bound.

12. Relationship of the Parties

12.1. Independent Entities. The Parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or employer-employee relationship.
12.2. No Volume Guarantee. The Affiliate is under no obligation to refer a minimum number or volume of Potential Clients.
12.3. Client Autonomy. Any engagement between a Potential Client and the Company is at the discretion of the Potential Client, and may be terminated at any time.

13. No Reliance & Indemnity

13.1. No Reliance. The Company will not rely on any assessment by the Affiliate regarding the Potential Client’s creditworthiness or other attributes, and vice versa.
13.2. Mutual Indemnification. Each Party will indemnify, defend, and hold harmless the other Party (and its affiliates, officers, directors, and employees) from any damages, losses, liabilities, costs, and expenses arising from the indemnifying Party’s breach of these Terms.
13.3. Limit on Damages. Neither Party is liable for indirect, special, or consequential damages, or loss of revenue, profits, or data, arising from these Terms.

14. Limitation of Liability

14.1. No Exclusion of Certain Liabilities. Nothing in these Terms excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot legally be excluded or limited.
14.2. Exclusion of Consequential Damages. Under no circumstances will either Party be liable for any indirect, incidental, consequential, or special damages (including loss of business or profits) arising out of or in connection with these Terms.

15. Governing Law & Venue

15.1. Governing Law. These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law rules.
15.2. Venue. Any dispute will be brought in the federal or state courts located in Delaware, and the Parties consent to the exclusive jurisdiction of such courts.

16. Entire Agreement

These Terms set forth the entire agreement between the Parties regarding the subject matter and supersede all prior or contemporaneous communications, whether oral or written.

17. Notice

Any notice or other communication will be deemed given when delivered personally, sent by certified mail (return receipt requested), or email (with confirmation of receipt) to the address or email designated by each Party.

18. Amendment & Waiver

18.1. Amendment. Any amendments or modifications to these Terms must be in writing and signed by both Parties.
18.2. Waiver. A waiver of any breach will not be construed as a waiver of any subsequent breach.

19. Assignment

Neither Party may assign or transfer these Terms without the prior written consent of the other Party, except that either Party may assign these Terms to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets.