Referral Partner Terms and Conditions

Last Updated: 4/21/26

These Terms and Conditions ("Agreement") set out the rights and obligations of any individual or entity ("Referring Partner" or "you") who chooses to participate in the Nexora Fulfillment, LLC ("Nexora Fulfillment," "Nexora," "Company," "we," or "us") Referral Partner Program ("Program"). Your submission of a referral constitutes your full acceptance of all provisions below. Nexora Fulfillment retains the right to update this Agreement at any time; your continued participation following any update constitutes acceptance of the revised terms.

ARTICLE 1 — GLOSSARY OF TERMS

The following terms carry the meanings assigned to them throughout this Agreement:

1.1 "Proprietary Information" refers to any non-public information — whether conveyed verbally, in writing, electronically, or through any other medium — that belongs to a party or that a party has reason to believe the other treats as sensitive or confidential. This encompasses, without limitation, business strategies, customer data, operational procedures, software, technical documentation, product roadmaps, trade secrets, vendor relationships, financial data, and development plans.

1.2 "Approved Lead" (also called a "Qualifying Referral" in program materials) means a Prospect Submission that satisfies all of the following criteria:

the prospect is not an existing Nexora Fulfillment customer, has not had prior substantive contact with Nexora Fulfillment, and has not previously been submitted by you or anyone else;
the prospect ships no fewer than one thousand (1,000) orders per month domestically, maintains an orders-to-SKU ratio no greater than five-to-one (5:1), and does not deal in Restricted Products (see Section 1.10);
the referral does not violate this Agreement or any other agreement binding on you;
Nexora Fulfillment has formally accepted the referral under Section 2.4;
the prospect is a U.S.-registered business entity operating within the United States;
the identified contact holds Purchase Authority (as defined in Section 1.16);
you have completed a Personal Introduction (as described in Section 2.9) connecting Nexora Fulfillment with the prospect; and
the prospect has confirmed the referral and expressly consented to contact by Nexora Fulfillment ("Consent Confirmation").

1.3 "Intellectual Property" means all intellectual and proprietary rights recognized in any jurisdiction, including (i) patents, patent applications, and improvements thereto; (ii) trademarks, service marks, domain names, and associated goodwill; (iii) copyrights, moral rights, and works of authorship; and (iv) trade secrets, know-how, methodologies, software, databases, and Proprietary Information.

1.4 "Program Materials" means any promotional or descriptive content supplied to you by Nexora Fulfillment for use in performing your referral activities.

1.5 "Nexora Services" means the fulfillment and logistics services offered by Nexora Fulfillment, as described at www.nexorafulfillment.com.

1.6 "Prospect Submission" means any potential Nexora Fulfillment customer identified by you and submitted via the online referral form at www.nexorafulfillment.com or by email to partnerships@nexorafulfillment.com.

1.7 "Referral Activities" means the promotion of Nexora Services and submission of leads, as described in this Agreement.

1.8 "Restricted Products" means goods that Nexora Fulfillment will not store, handle, ship, or otherwise process, including but not limited to: alcoholic beverages; tobacco products; empty pallets; bulk foodstuffs awaiting final packaging; firearms and ammunition of any type (including imitation); live animals or animal remains; cannabis or THC products exceeding 0.3% THC; drug paraphernalia; currency, negotiable instruments, or monetary equivalents; postage stamps; human remains or cremated ashes; explosive, hazardous, or DOT-classified dangerous goods (including airbags, fireworks, fuels, poisons, biological agents, and disease vectors); precious or semi-precious stones in any form; prescription medications; counterfeit, unauthorized, or illegal goods; one-of-a-kind or archeological artifacts; goods prohibited under any applicable federal, state, or local law; and any goods deemed unsuitable or unsafe by Nexora Fulfillment or its service partners.

1.9 "Acceptance Fee" means the one-time payment of five hundred dollars ($500) described in Section 3.1(a), payable upon confirmation of an Approved Lead, regardless of whether that lead becomes a paying customer.

1.10 "Limited-Time Bonus" means any supplemental payment available during a Bonus Window under Section 3.2.

1.11 "Bonus Window" means the period from December 9, 2025 through January 31, 2026, during which enhanced compensation is available as set forth in Section 3.2.

1.12 "Revenue Commission" means the percentage-based payment described in Section 3.1(b), calculated on gross revenue collected by Nexora Fulfillment from a converted Approved Lead.

1.13 "Purchase Authority" means the individual identified as the primary contact for the prospect, who must hold actual or substantial purchasing authority within the prospect organization — such as an owner, founder, C-suite executive, VP, Director of Operations, Director of Supply Chain, or equivalent.

ARTICLE 2 — REFERRAL ACTIVITIES & CONDUCT

2.1 Scope and Contractor Status

Your role under this Agreement is limited to: (a) promoting Nexora Services in accordance with these terms, and (b) submitting Prospect Submissions to Nexora Fulfillment. All customer agreements are entered into solely by Nexora Fulfillment. You are an independent contractor — not an employee, agent, joint venturer, or representative of Nexora Fulfillment. You control your own schedule, methods, and work. You are free to perform similar activities for other companies, including competitors of Nexora Fulfillment. You bear sole responsibility for your own taxes, insurance, and operating costs. Nothing in this Agreement creates or implies an employment relationship of any kind.

2.2 Prohibited Conduct

You may not:

directly sell, sublicense, or otherwise provide Nexora Services to any prospect; all prospects must be directed to Nexora Fulfillment;
make statements about Nexora Services that are inaccurate, misleading, or inconsistent with official Program Materials;
make any binding promises, price guarantees, or contractual representations on behalf of Nexora Fulfillment; or
send unsolicited bulk messages (spam) referencing Nexora Fulfillment or Nexora Services through any channel.

2.3 Self-Referrals Prohibited

You may not submit yourself or any organization in which you hold an ownership interest, equity stake, officer position, directorship, employment, or contractual engagement. Nexora Fulfillment may disqualify any submission it determines, in its sole judgment, to involve a conflict of interest.

2.4 Submission Review & Consent Confirmation

Upon receiving your Prospect Submission, Nexora Fulfillment will review it and seek a Consent Confirmation from the prospect. A submission must be confirmed as an Approved Lead within one (1) month of submission. No fees will be paid where: (i) the prospect denies knowing you; (ii) the prospect denies consenting to contact; (iii) the prospect does not respond to Nexora Fulfillment outreach; or (iv) Nexora Fulfillment determines in its sole discretion that the submission was not made in good faith. Nexora Fulfillment's determination as to whether a submission qualifies as an Approved Lead is final and not subject to appeal. If notified that a submission is not approved, you must immediately cease all activities related to that prospect.

2.5 No Contracting Authority

You have no authority to negotiate, execute, or bind Nexora Fulfillment to any agreement, promise, or understanding.

2.6 Disclosure Obligations & FTC Compliance

You are solely responsible for clearly disclosing your financial relationship with Nexora Fulfillment to all prospects. Consistent with the FTC Endorsement Guides (16 CFR Part 255), you must conspicuously state that you may receive compensation if the prospect becomes a Nexora Fulfillment customer. This disclosure is required: (a) before or at the time of referral; (b) in any written or electronic communications; and (c) in any social media or online promotional content. Acceptable language includes: "I may receive a referral fee if you become a Nexora Fulfillment customer." You agree to indemnify Nexora Fulfillment against any liability resulting from your failure to make required disclosures.

2.7 Anti-Spam & CAN-SPAM Compliance

You will not use spam, forum abuse, or social media abuse in your referral activities. All activities must comply with applicable law, including the CAN-SPAM Act of 2003. You may only send promotional emails to recipients who have previously consented to receiving such messages. Promotional emails must: (a) contain a functioning opt-out mechanism; (b) include your valid physical address; (c) identify you as the sender; and (d) use truthful subject lines. Nexora Fulfillment may investigate your conduct and terminate your participation at any time with or without notice. You agree to indemnify Nexora Fulfillment against any liability arising from violations of this Section.

2.8 Privacy & MODPA Compliance

Your participation is governed by the Nexora Fulfillment Privacy Policy at www.nexorafulfillment.com/privacy. With respect to the Maryland Online Data Privacy Act (MODPA) and all applicable privacy laws, you represent that: (a) you have provided required privacy notices to prospects before submitting their information; (b) you have obtained all required consents to share prospect information with Nexora Fulfillment; (c) you have not "sold" prospect personal information within the meaning of MODPA; (d) you will respond to and honor any consumer rights requests relating to personal information you gathered; and (e) you will cooperate with Nexora Fulfillment in addressing privacy inquiries. You agree to indemnify Nexora Fulfillment against any claims, fines, or penalties arising from your privacy law violations.

2.9 Personal Introduction Requirement

To earn any fees, you must make a Personal Introduction connecting Nexora Fulfillment with the prospect. A "Personal Introduction" is a direct, personal connection you facilitate, which may take the form of: (a) an email introduction copying both Nexora Fulfillment and the prospect's Purchase Authority contact; (b) a three-party call or video meeting; (c) a forwarded email thread demonstrating your existing relationship and the prospect's interest; or (d) another form of direct introduction approved by Nexora Fulfillment in writing. Submitting contact details without a Personal Introduction does not qualify for any fees. Nexora Fulfillment has sole discretion to determine whether a valid Personal Introduction was made.

2.10 TCPA Compliance

Before submitting any prospect, you represent and warrant that you have obtained that prospect's prior express consent to be contacted by Nexora Fulfillment and its staff by telephone (including automated systems), text message, and email. You understand Nexora Fulfillment may use automated communication technology and represent that you have informed prospects of this and secured their consent. You agree to indemnify Nexora Fulfillment from any TCPA, state telemarketing, or similar claims arising from your failure to obtain proper consent.

ARTICLE 3 — COMPENSATION

3.1 Standard Compensation

(a) Acceptance Fee. Nexora Fulfillment will pay you a one-time Acceptance Fee of five hundred dollars ($500) for each Approved Lead that satisfies all requirements of Section 1.2, including the Personal Introduction and Consent Confirmation. Payment of the Acceptance Fee is not conditioned on the Approved Lead signing a services agreement or making payment to Nexora Fulfillment.

(b) Revenue Commission. If an Approved Lead becomes a paying Nexora Fulfillment customer within one hundred eighty (180) days following the initial meeting described in Section 1.2, you will earn a Revenue Commission of one and one-half percent (1.5%) of gross revenue actually collected by Nexora

Fulfillment from that customer, subject to all of the following conditions:

the customer must have made payments to Nexora Fulfillment for at least ninety (90) consecutive days;
Revenue Commissions accrue only for the first twelve (12) months from the date the customer first inbounds goods;
commissions are calculated on amounts actually received, not invoiced amounts; and
the combined total of all Acceptance Fees, Limited-Time Bonuses, and Revenue Commissions for any single Approved Lead shall not exceed thirty thousand five hundred dollars ($30,500).

3.2 Bonus Window (December 9, 2025 – January 31, 2026)

(a) Bonus Structure. For every three (3) Prospect Submissions made during the Bonus Window that each qualify as Approved Leads within one (1) month of submission, you will receive a combined payment of five thousand dollars ($5,000) — comprising the three standard Acceptance Fees ($500 × 3) plus a Limited-Time Bonus of three thousand five hundred dollars ($3,500). Submissions made during the Bonus Window that do not become Approved Leads within one month do not count toward this bonus.

(b) Incomplete Sets. Any Approved Leads that do not complete a set of three during the Bonus Window will earn only the standard Acceptance Fee of $500 each.

(c) Bonus Cap. The maximum aggregate Limited-Time Bonuses (exclusive of Acceptance Fees and Revenue Commissions) earned during the Bonus Window is ten thousand dollars ($10,000), regardless of the number of accounts, aliases, or related entities through which referrals are submitted. Circumventing this cap through multiple submissions channels will result in disqualification and forfeiture of all fees.

(d) Commission Continuity. The Revenue Commission of 1.5% on gross collected revenue continues to apply to Approved Leads submitted during the Bonus Window that become paying customers, subject to Section 3.1(b).

(e) Pre-Window Submissions. Prospect Submissions made before December 9, 2025 are not eligible for the Limited-Time Bonus regardless of when they are confirmed as Approved Leads.

(f) Window Expiration. The Bonus Window closes January 31, 2026. Submissions made after that date are governed solely by the standard compensation terms in Section 3.1.

3.3 Payment Terms

Nexora Fulfillment may issue payments via ACH transfer, wire transfer, direct deposit, check, or another payment method at its discretion. Nexora Fulfillment reserves the right, in its sole discretion, to defer payment of any Acceptance Fees, Limited-Time Bonuses, and Revenue Commissions until no later than December 31, 2026. Revenue Commissions will be paid quarterly, within forty-five (45) days after the close of each calendar quarter, provided the customer has been paying for at least ninety (90) days. Acceptance Fees become payable upon Nexora Fulfillment's written confirmation that all Section 1.2 requirements have been met. Limited-Time Bonuses will be disbursed after all qualifying Approved Leads in a set are confirmed. Any claim for unpaid compensation must be submitted in writing within ninety (90) days following the close of the quarter in which payment was due, or the claim is permanently waived.

3.4 Tax Documentation

To receive payment, you must submit a completed IRS Form W-9 to partnerships@nexorafulfillment.com. No payment will be processed until a valid W-9 is on file. If a W-9 is not submitted within six (6) months of the date a fee is first payable, your right to that fee is permanently forfeited. You are solely responsible for all taxes on amounts received under this Agreement and for seeking appropriate tax counsel.

3.5 Recovery of Payments

If Nexora Fulfillment determines that any fee was obtained through fraud, misrepresentation, or breach of this Agreement, Nexora Fulfillment may: (a) immediately terminate your participation; (b) withhold any unpaid fees; and (c) demand repayment of previously disbursed amounts. This right of recovery survives the termination of this Agreement without time limitation.

3.6 Force Majeure

Nexora Fulfillment will not be liable for delays or failures in payment caused by circumstances outside its reasonable control, including natural disasters, pandemics, war, government orders, banking failures, telecommunications outages, labor disputes, or other events of force majeure. Payment obligations will be suspended for the duration of any such event.

ARTICLE 4 — DURATION & TERMINATION

4.1 Duration

This Agreement remains in force until terminated by either party pursuant to this Article.

4.2 Termination by Nexora Fulfillment

Nexora Fulfillment may end your participation at any time, for any reason or no reason, with or without advance notice, in its sole discretion.

4.3 Termination by You

You may exit the Program at any time by delivering written notice to Nexora Fulfillment at partnerships@nexorafulfillment.com.

4.4 Consequences of Termination

Upon termination, you must: (a) immediately stop representing yourself as a Nexora Fulfillment Referring Partner; (b) cease all use of Nexora Fulfillment trademarks and Program Materials; and (c) return or destroy all tangible materials in your possession containing Nexora Fulfillment Proprietary Information. All licenses granted to you under this Agreement terminate immediately. Nexora Fulfillment's sole obligation upon termination is to pay you any fees that have validly accrued prior to the termination date, subject to the payment timing provisions in Section 3.3.

4.5 Provisions That Survive Termination

The following Sections continue in full force after any termination: Sections 1, 3.5, 4.4, 4.5, 6.3, 7.2, 8, 9, 10, and 11.

ARTICLE 5 — RESERVED

This Article is intentionally reserved for future provisions.

ARTICLE 6 — LICENSES & INTELLECTUAL PROPERTY

6.1 Use of Nexora Fulfillment Brand Assets

Subject to the terms of this Agreement, Nexora Fulfillment grants you a limited, non-exclusive, revocable, non-transferable license (without sublicense rights) to use the Nexora Fulfillment name, logos, and service marks (collectively, "Brand Assets") solely to perform your Referral Activities. All use of Brand Assets must conform to Nexora Fulfillment's current brand guidelines, which are available on request. You must promptly provide samples of any materials bearing Brand Assets upon Nexora Fulfillment's request. If your usage does not comply with brand guidelines, Nexora Fulfillment may require you to revise and resubmit materials before further use. No rights in or to the Brand Assets are granted beyond those expressly stated here. You may not register, adopt, or use any mark confusingly similar to a Brand Asset.

6.2 Program Materials License

Nexora Fulfillment may provide you with Program Materials. You are granted a limited, revocable, non-transferable, non-sublicensable license to distribute these materials in their original, unmodified form solely for performing Referral Activities.

6.3 Ownership

As between you and Nexora Fulfillment, Nexora Fulfillment exclusively owns all right, title, and interest in and to the Brand Assets, Nexora Services, Program Materials, and all associated Intellectual Property. No implied licenses are granted under this Agreement.

ARTICLE 7 — REPRESENTATIONS & WARRANTIES

7.1 Your Representations and Warranties

By participating in the Program, you represent and warrant that:

you have full legal capacity and authority to enter into and perform this Agreement;
your participation does not conflict with or breach any other agreement to which you are a party;
all of your activities under this Agreement will comply with applicable law;
all information you provide to Nexora Fulfillment — including information about prospects — is truthful, accurate, and complete;
you are not submitting a self-referral in violation of Section 2.3;
you have a genuine, pre-existing personal or business relationship with each prospect you submit;
you have obtained each prospect's permission for Nexora Fulfillment to contact them by phone, text, and email;
all prospect contact information was obtained lawfully and not through scraping, purchased lists, or any privacy-violating method;
the contact person you identify for each prospect holds Purchase Authority as defined in Section 1.13;
neither you nor any submitted prospect appears on the OFAC SDN List or any U.S. government sanctions list, and neither operates in a sanctioned country or territory;
you will not make corrupt payments to any government official, political party, or candidate in connection with this Agreement, in violation of the FCPA, UK Bribery Act, or other applicable anti-corruption laws;
you will promptly inform Nexora Fulfillment if any prospect is a government entity or if any prospect contact is a government official;

(m)no submission will cause Nexora Fulfillment to violate U.S. export control laws, including EAR or ITAR; and

you will notify Nexora Fulfillment in writing within forty-eight (48) hours of discovering any data breach, security incident, or unauthorized access involving prospect personal data you collected.

7.2 Disclaimer of Warranties

YOU ACKNOWLEDGE THAT, IN PARTICIPATING IN THE PROGRAM, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, YOU HAVE NOT RELIED UPON ANY EXPRESS OR IMPLIED REPRESENTATIONS, PROMISES, OR WARRANTIES FROM NEXORA FULFILLMENT REGARDING THE LIKELIHOOD OF RECEIVING REFERRED CUSTOMERS, GENERATING NEW BUSINESS, OR EARNING FEES. NEXORA FULFILLMENT DISCLAIMS ALL WARRANTIES REGARDING NEXORA SERVICES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.3 Restrictions on Third-Party Warranties

Except when distributing Program Materials as expressly permitted under Section 6.2, you may not make any representations or warranties to prospects or third parties regarding Nexora Services.

ARTICLE 8 — CONFIDENTIALITY

8.1 Mutual Confidentiality Obligations

Each party will hold the other's Proprietary Information in strict confidence and will not use it for any purpose outside the scope of this Agreement or disclose it to any third party except as expressly permitted. Any authorized disclosure to employees, contractors, or advisors must be preceded by a binding confidentiality commitment from the recipient. Each party will use at least the same level of care it applies to its own most sensitive information (and in no case less than reasonable care) to protect the other's Proprietary Information. Each party will promptly notify the other upon discovering any unauthorized use or disclosure. These obligations survive termination of this Agreement for five (5) years; provided that Proprietary Information constituting a trade secret must be safeguarded for as long as it qualifies as such under applicable law.

8.2 Exclusions

The confidentiality obligations in Section 8.1 do not apply to information that:

was already known to the receiving party without confidentiality obligations at the time of disclosure;
was in the public domain at the time of disclosure;
entered the public domain after disclosure through no fault of the receiving party;
was received from a third party without confidentiality restrictions and without breach of any obligation.

8.3 Compelled Disclosure

If a party is legally compelled to disclose the other's Proprietary Information, it must use commercially reasonable efforts to assist the disclosing party in obtaining a protective order and must provide reasonable prior notice to allow the other party to contest the disclosure.

8.4 Record Retention

Nexora Fulfillment may retain records relating to your participation — including prospect data, payment records, and correspondence — for such period as Nexora Fulfillment determines necessary for tax, legal, audit, or business purposes.

ARTICLE 9 — INDEMNIFICATION

9.1 By Nexora Fulfillment

Nexora Fulfillment will defend, indemnify, and hold you harmless from any third-party claim alleging that the Brand Assets, as supplied to you and used in accordance with this Agreement, infringe a U.S. trademark of a third party.

9.2 By You

You will defend, indemnify, and hold Nexora Fulfillment harmless from any claims arising from: (a) your performance of Referral Activities; (b) representations or warranties you made about Nexora Fulfillment that were inconsistent with or unauthorized by the Program Materials; (c) your fraud, misrepresentation, or breach of this Agreement; (d) submission of prospects without proper consent or in violation of applicable privacy laws, including MODPA, TCPA, CAN-SPAM, or similar statutes; (e) any claim by a prospect that you shared their data without permission; (f) your failure to make required FTC disclosures; (g) your violation of anti-corruption, sanctions, or export control laws; (h) any data breach involving prospect information you collected; or (i) any claim that you are an employee of or otherwise entitled to benefits from Nexora Fulfillment.

9.3 Procedure

To trigger indemnification obligations, the indemnified party must: (a) provide prompt written notice of the claim; (b) grant the indemnifying party sole authority to defend and settle; and (c) provide all reasonably requested information and cooperation. The indemnifying party must diligently defend and keep the indemnified party informed and may not enter into any settlement that adversely affects the indemnified party without its prior written consent.

ARTICLE 10 — LIMITATION OF LIABILITY

EXCEPT AS IT RELATES TO CONFIDENTIALITY BREACHES OR THIRD-PARTY INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 9: (A) NEITHER PARTY, ITS SUCCESSORS, OR ASSIGNS SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, DATA LOSS, OR WORK STOPPAGE) ARISING UNDER OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND (B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID TO YOU UNDER THIS AGREEMENT. THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

ARTICLE 11 — GENERAL PROVISIONS

11.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, employment, or representative relationship. Neither party may incur obligations on behalf of the other or bind the other to any agreement without express written authorization.

11.2 No Assignment

You may not assign, transfer, or delegate your rights or obligations under this Agreement without Nexora Fulfillment's prior written consent. Any purported assignment without such consent is void and constitutes a material breach. Nexora Fulfillment may assign this Agreement to any entity that acquires all or substantially all of its business or assets, or to any entity with which it merges.

11.3 Governing Law

This Agreement is governed by the laws of the State of Maryland, without regard to conflict-of-law principles.

11.4 Notices

All formal notices under this Agreement must be in writing and delivered by personal service, email, overnight courier, or certified mail (return receipt requested), to the address below. A notice is effective only upon actual receipt and compliance with this Section. Notices to Nexora Fulfillment should be addressed to: Nexora Fulfillment, LLC, Attn: Partner Program, 20 S Charles St Ste 403 #3000, Baltimore MD 21201; email: partnerships@nexorafulfillment.com.

11.5 Severability

If any provision of this Agreement is found invalid or unenforceable, it will be severed and all remaining provisions will continue in full force.

11.6 No Waiver

A party's failure to enforce any right under this Agreement does not constitute a waiver of that right or any other right.

11.7 Amendments

Nexora Fulfillment may modify this Agreement at any time in its sole discretion. Your continued participation following any modification constitutes acceptance of the revised terms.

11.8 Complete Agreement

This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes all prior communications, representations, and agreements relating to the same subject matter.

11.9 Feedback

Any feedback, suggestions, or improvement ideas you share with Nexora Fulfillment regarding the Program or Nexora Services are hereby assigned to Nexora Fulfillment. Nexora Fulfillment may freely use, adapt, and exploit such feedback without attribution, compensation, or restriction. Feedback will be treated as non-confidential.

11.10 Claims Deadline

Any claim or cause of action arising under this Agreement must be filed within one (1) year of its accrual, regardless of any contrary statute or discovery rule, or it is permanently barred.

11.11 Dispute Resolution, Arbitration & Class Action Waiver

Any dispute arising from this Agreement will be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Arbitration will take place in Maryland before a single arbitrator; each party bears its own attorneys' fees. The Federal Arbitration Act and Maryland law govern. YOU AND NEXORA FULFILLMENT EACH WAIVE THE RIGHT TO BRING OR PARTICIPATE IN CLASS OR REPRESENTATIVE PROCEEDINGS. The arbitrator may not consolidate claims from multiple parties.

Arbitration Opt-Out: You may opt out of arbitration within thirty (30) days of your first referral submission by mailing written notice — including your name, address, email, and a clear opt-out statement — to: Nexora Fulfillment, LLC, Attn: Legal – Arbitration Opt-Out, 20 S Charles St Ste 403 #3000, Baltimore MD 21201. Opting out does not affect any other provision of this Agreement.

11.12 Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ALL RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING FROM OR RELATED TO THIS AGREEMENT.

11.13 Emergency Equitable Relief

Notwithstanding the arbitration provision above, either party may seek emergency injunctive or other equitable relief in a court of competent jurisdiction to prevent imminent or threatened violations of intellectual property rights or confidentiality obligations. Such actions are not subject to arbitration.

ACKNOWLEDGMENT

By submitting a referral through the Nexora Fulfillment Referral Partner Program form, you confirm that you have read, understood, and agree to be bound by all terms of this Agreement.