This Trux Customer Referral Incentive Agreement Terms and Condition (“the Agreement”) governs the relationship between a referrer (the “Referrer”) and Trux, Inc (the “Trux”) (each party is sometimes referred to as a “Party” and collectively, the “Parties”). The Parties agree that Referrer may refer approved accounts to Trux for the sale of Trux services, and be compensated for successful referrals, on the following terms:

1. APPROVED OPPORTUNITIES
   All approved opportunities that are submitted through the designated referral submission link, and approved by Trux via email. Trux may terminate a registration should Trux determine that Referrer is incapable of fulfilling the opportunity or at the referee's request. Submissions made through any other method will not be accepted. If a referral is submitted by multiple Referrers, only the first valid submission received via the official link will be eligible for compensation. Referrer and the referee must be independent, third parties. The Referrer and referee hereby represent and warrant that they are not, have not been at any time during: (a) affiliates, or under common control; (b) related parties, including but not limited to any familial relationships; (c) officers, directors, employees, or principal owners of the same entity; or (d) parties to any agreement or understanding (formal or informal) to circumvent the intent of this Agreement. A breach of this representation shall render any incentive void and immediately repayable by the Referrer.
   
   
2. COMPENSATION
   Compensation tiers which are located on the designated referral submission link shall be based on undisputed collected invoiced amounts less taxes, rebates, credits, refunds, returns, uncollectible accounts, development costs, and pass-through cost for active customers or operators on the Trux Platform. Additionally, the customer must be in good financial standing (no outstanding balance or delinquent payments) to be eligible for compensation. Compensation shall be paid via ACH within 30 days after the Customer’s first invoice payment. Terminated or amended agreements may adjust compensation. Referrer must submit a W-9 and will receive a 1099 if applicable.
   
   
   1. TRUX MARKETPLACE COMPENSATION QUALIFICATION
      Referrals must be submitted no later than October 31, 2025. Any customer that was referred to Trux Marketplace  must have completed fifty (50) shifts or more on the Trux Platform and paid all invoices before November 30, 2025. For the purpose of calculating compensation eligibility or payout thresholds, each completed shift will be assumed to represent an eight hour workday unless otherwise specified in writing.
      
      
   2. TRUX MATERIALS COMPENSATION QUALIFICATION
      Referrals must be submitted no later than November 30, 2025, and the customer has executed Trux’s order form with a minimum contract term of twelve (12) months prior December 31, 2025 (including Trux’s standard terms and conditions) (the “Customer Contract”).
      
      
   3. TRUX CONSTRUCTION COMPENSATION QUALIFICATION
      Referrals must be submitted no later than November 30, 2025, and the customer has executed Customer Contract with a minimum contract term of twelve (12) months  prior December 31, 2025.
      
      
3. TERM AND TERMINATION
   This Agreement shall commence as of the Effective Date and shall continue until December 31, 2025. Either party may terminate this Agreement (a) at any time on 30 days’ prior written notice, or (b) in the event of a material breach by the other party that has not been cured within fifteen (15) days of receipt of written notice of such breach.  If Trux terminates this Agreement without cause, Trux will continue to pay all compensation incentives due to Referrer in accordance with this Agreement, provided the Customer Contract was executed prior to the date of termination, or the Customer completed fifty (50) shifts or more on the Trux Platform and paid all invoices before November 30, 2025.
   
   
4. CONFIDENTIALITY
   Referrer will keep confidential all information it receives or otherwise learns about Trux or Trux’s business, technology, methodologies, products, services, suppliers or customers and will not disclose or use any such information for any purpose.  Referrer will also keep the terms of this Agreement confidential.
   
   
5. LIMITATION OF LIABILITY
   Trux will not be liable for (a) any special, indirect, incidental, consequential or punitive damages or (b) monetary damages of any kind in excess of the amounts paid to Partner hereunder, regardless of the basis of the claim and even if Trux has been advised or is aware of the possibility of such damages.
   
   
6. GENERAL
   Neither Party makes any representations, warranties or guarantees of any kind, either express or implied, in connection with this Agreement.  Neither Party shall be responsible for any failure to perform its obligations under this Agreement caused by an event beyond its reasonable control.  Referrer is an independent contractor and not an employee or agent of Trux and is not authorized to assume or create any obligation or responsibility on behalf of, or in the name of, Trux or to bind Trux in any manner.  Notices delivered under this Agreement must be given in writing and will be effective when received.  This Agreement contains the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersedes all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties.  Referrer may not assign or transfer this Agreement to any third party without Trux’s prior written consent.  Partner will indemnify, defend and hold Trux harmless in connection with any claims, damages, expenses or liabilities relating to Referrer activities under this Agreement. This Agreement will be governed by the laws of Massachusetts.  The terms of Sections 3 - 6 will survive expiration or termination of this Agreement.