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This Referral Partner Program Agreement (“Agreement”) is made and entered into by and between Pace Generative LLC, a Delaware limited liability company (“Company”), and the individual or entity executing this Agreement (“Referral Partner” or “Partner”). By clicking “I Agree,” submitting a registration form, or signing below, the Referral Partner agrees to be bound by the terms and conditions of this Agreement.
This Agreement supplements and is incorporated into the Pace Generative Terms of Service, available at pacegenerative.com/terms (the “ToS”). Partner agrees to be bound by the ToS. In the event of a direct conflict between a provision of this Agreement and a provision of the ToS, the terms of this Agreement shall prevail only with respect to the specific subject matter of client referrals and commission.
1. Engagement and Non-Exclusivity
Company engages Referral Partner to promote its Services as described herein. This is a non-exclusive agreement: Company may engage other referral partners and Referral Partner may engage with other non-competing businesses.
Referral Partner represents and warrants that it possesses the skill, experience, and resources to promote the Company’s services competently and professionally.
2. Scope of Services
Referral Partner shall identify and refer potential customers (“Prospects”) for the services provided by the Company, as listed in Appendix A (“Services”). “Services” include Generative Engine Optimization (GEO) and any future services the Company designates in writing. Referral Partner must register each Prospect via the Company’s approved lead registration process. Only Company-approved Prospects (“Qualified Leads”) that convert to paying customers (“Referred Clients”) within the Referral Period are eligible for commission.
Referral Partner must identify each Prospect via email prior to the introduction. If Company demonstrates a pre-existing relationship with a Prospect, that Prospect shall be excluded. Once identified, Referral Partner has five (5) business days to introduce the Prospect to Company.
This Referral Partner Program is distinct from the Company’s White Label Program. Information about the White Label Program and its terms can be found at pacegenerative.com/terms/white-label
3. Limited Authority
Referral Partner has no authority to bind the Company or make commitments on its behalf. Referral Partner shall not represent itself as an employee, agent, or legal representative of the Company.
Referral Partner shall not quote pricing, offer contractual terms, or make promises regarding results, outcomes, or specific performance guarantees in relation to the Services. Referral Partner may not use any language or marketing tactic that creates false expectations or could be construed as misleading in order to induce prospects to inquire or become leads.
4. Lead Registration and Eligibility
Referral Partner must submit each potential Prospect using the lead registration form provided by Company. The Company, in its sole discretion, will review and either approve or reject each submission. Once accepted, a Prospect is deemed a Qualified Lead for a period of six (6) months.
Referral Partner must actively facilitate the introduction and engagement of Qualified Leads, and commissions will only be paid where Referral Partner was the procuring cause of the relationship.
Company’s determination as to whether Referral Partner was the procuring cause of a Referred Client shall be final and binding.
“Referral Period” means the six (6) month period during which a Qualified Lead is associated with the Referral Partner after being approved by Company.
If a Qualified Lead has not converted within the Referral Period, the Referral Partner may re-register the lead subject to Company approval, provided no other partner has submitted the same lead in the interim.
5. Compensation
Compensation for Referral Partner activity shall be governed by Appendix B.
Referral Partners may be compensated in two distinct ways:
- Client Referrals. When the Referral Partner is the procuring cause of a sale to a client for Services offered by the Company.
- Referral Partner Referrals. When the Referral Partner is the procuring cause of another individual or entity entering into a referral partner agreement with the Company, and that new referral partner then generates client sales.
The applicable commission structure, eligibility criteria, stock option incentives, and payment timing for each type of compensation is defined in Appendix B, and may vary based on the specific Services or products offered by the Company.
Compensation terms in Appendix B may be updated from time to time by Company upon notice to the Referral Partner. Continued participation constitutes acceptance of any modified terms.
The determination of whether a commission is earned, and the awarding of any commission, is made at the sole and absolute discretion of the Company.
6. Conduct Requirements
6.1 Non-Circumvention
Referral Partner agrees not to circumvent, avoid, or bypass the intent of this Agreement by directly engaging with any lead, client, or referral introduced to Company or sourced under this Agreement outside the Company’s official sales or onboarding process. Any violation may result in immediate termination and forfeiture of any current or future compensation.
6.2 Ethical Marketing
Referral Partner agrees to conduct all promotional and referral activities in a lawful, ethical, and professional manner. The use of spam, false claims, misleading statements, and unethical marketing practices is strictly prohibited.
6.3 Prohibited Content
Referral Partner shall not promote Company’s services on websites or platforms containing pornographic, violent, hateful, illegal, or otherwise inappropriate content. Violation of this provision may result in immediate termination and forfeiture of compensation.
6.4 Brand Use Restrictions
Referral Partner may only use Company branding or promotional materials that have been expressly approved in writing. No materials may be altered or distributed without written authorization. Referral Partner shall not purchase any Good Ad Text or Keywords of Company without Company’s prior written consent.
6.5 Brand Protection Authority
Company shall have sole discretion to determine actions necessary to protect its brand, reputation, and business interests. Referral Partner agrees to abide by such decisions and cooperate in good faith.
The Company may immediately cancel any commissions entitlements in the event of a breach or suspected breach of this Section 6 by the Referral Partner.
7. Confidentiality
Partner agrees to be bound by the confidentiality obligations set forth in the Pace Generative Terms of Service. The definition of “Confidential Information” and the obligations of the parties with respect thereto are governed by the ToS. For the purposes of this Agreement, the identity of any leads or referrals provided by Partner and the specific commission structure between the parties shall also be considered Confidential Information. Upon termination of this Agreement, Partner must return or destroy all Confidential Information in its possession.
8. Exclusivity and Non-Competition
This Agreement is non-exclusive. Referral Partner is free to engage with other programs, provided they do not promote or refer prospects to a Competing Service.
A “Competing Service” is defined as any service offered by Company that Referral Partner has elected to actively market or refer under this Agreement. Referral Partner may not promote such a Competing Service offered by a third party during the term of this Agreement without Company’s written consent.
9. Relationship of the Parties
The relationship is strictly one of independent contractors. Nothing herein shall be construed to create a partnership, joint venture, or employment relationship.
Referral Partner is not entitled to any employee benefits and is solely responsible for all tax obligations related to commissions or stock option gains.
Nothing in this Agreement shall be construed to create any fiduciary duty, agency, joint venture, franchise, or other relationship beyond that of independent contractors. Referral Partner shall have no authority to act on behalf of Company beyond the scope expressly granted herein.
10. Term and Termination
This Agreement shall remain in effect until terminated by either party. In the event that Company ends its Referral Partner Program, this Agreement shall be deemed terminated without any further action required by Company.
Either party may terminate this Agreement at any time, for any reason, by giving 5 days written notice.
Company may terminate this Agreement immediately for cause, which shall include but not be limited to:
(a) material breach of any provision of this Agreement,
(b) violation of the Conduct Requirements under Section 6,
(c) failure to comply with applicable laws or sanctions,
(d) conduct that harms or threatens to harm the Company’s brand, reputation, or business relationships,
(e) submission of fraudulent leads or referrals, or
(f) failure to cooperate with a compliance verification request under Section 13.10.
Upon termination except termination for cause, Referral Partner shall continue to receive recurring commissions on Referred Clients for as long as such clients remain active. Commissions shall remain payable only for clients who became paying Referred Clients prior to the effective date of termination. Upon termination for cause, all unpaid and future commissions shall be forfeited.
Upon termination for any reason, Referral Partner shall cease providing Services.
11. Dispute Resolution and Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules then in effect. The seat and exclusive venue of the arbitration shall be Dover, Kent County, Delaware. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Before initiating arbitration, the parties agree to attempt in good faith to resolve disputes through direct negotiation for a period of thirty (30) days.
Each party waives any right to a jury trial or class action. The arbitrator may award reasonable attorney’s fees to the prevailing party.
12. Limitation of Liability
Neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages. Total liability is capped at the total commissions paid to Referral Partner in the six (6) months preceding the claim.
13. Miscellaneous
13.0 Effective Date
This Agreement becomes effective as of the date the Referral Partner accepts the terms by electronic consent, signature, or by submitting a referral registration form.
13.1 Entire Agreement
This Agreement constitutes the full understanding between the parties. No other agreements, representations, or understandings not contained herein shall be binding.
13.2 Amendment
Company may amend this Agreement or any exhibit attached hereto upon notice. Continued participation by the Referral Partner constitutes acceptance. Referral Partner may not amend this Agreement unless such amendment is made in writing and signed by Company.
13.3 Waiver
No waiver of any term shall be deemed a waiver of any other term or subsequent breach. The failure of either party to enforce any provision shall not be construed as a waiver of its right to enforce the same or any other provision later.
13.4 Counterparts
This Agreement may be executed in counterparts. Electronic signatures shall be deemed valid.
13.5 Construction
This Agreement shall not be construed for or against either party. Both parties have had the opportunity to review and negotiate the terms.
13.6 Severability
If any provision is found unenforceable, the remainder shall remain in effect.
13.7 Notices
Notices shall be in writing and deemed given when delivered personally, sent by courier, email (with confirmation), or certified mail to the addresses provided.
13.8 No Third-Party Beneficiaries
This Agreement is solely for the benefit of the parties and their permitted successors. No third party shall have any rights under this Agreement.
13.9 Further Assurances
Each party agrees to execute further documents and take actions as necessary to carry out the intent of this Agreement.
13.10 Referral Activity Verification
Company reserves the right to request reasonable documentation from Referral Partner to verify compliance with this Agreement. Failure to cooperate may result in termination.
13.11 Force Majeure
Neither party shall be liable for delay or failure to perform under this Agreement due to events beyond their reasonable control, including but not limited to natural disasters, war, labor strikes, government restrictions, internet outages, or pandemic-related disruptions.
13.12 Survival
The provisions of this Agreement that by their nature should survive termination shall so survive, including but not limited to Sections 3 (Limited Authority), 6 (Conduct Requirements), 7 (Confidentiality), 9 (Relationship), 11 (Dispute Resolution), 12 (Limitation of Liability), and this Section 13.
13.13 Electronic Acceptance
Acceptance by electronic means, including checkbox or clickwrap, shall constitute a binding signature to this Agreement, enforceable under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and applicable international laws.
13.14 Assignment
Referral Partner may not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Company. Any unauthorized assignment shall be null and void.
13.15 Attorney’s Fees
In the event of any arbitration or legal proceedings to enforce or interpret this Agreement, the prevailing party shall be entitled to recover all legal costs and expenses (including its reasonable attorney’s fees) from the non-prevailing party.
14. Indemnification
Referral Partner agrees to indemnify, defend, and hold harmless Company and its affiliates from and against any claims, losses, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from Referral Partner’s breach of this Agreement, misconduct, or violation of law. Company agrees to indemnify Referral Partner against claims resulting from Company’s own gross negligence or willful misconduct.
Appendix A:
Services Covered by Referral Program
The following Services are currently covered by this Referral Partner Program Agreement:
- Generative Engine Optimization (GEO) – Monthly AI-driven content optimization services.
- Other services as may be added by Company from time to time in writing.
Compensation related to each Service is outlined separately in the corresponding Appendix for that Service.
Appendix B:
Referral Compensation Terms
1. Program Modifications
The Company reserves the right to pause or modify the referral program, including but not limited to capping total commissions or suspending new partner referrals, with thirty (30) days’ written notice. Such changes will not affect compensation already earned or stock options for which eligibility has already been confirmed.
2. Commission Structure
The determination of whether a commission is earned, and the awarding of any commission, is made at the sole and absolute discretion of the Company.
- Client Referrals (Direct): Referral Partner will receive a recurring commission equal to 20% of Net Revenue collected from each Direct Referred Client.
- Referral Partner Referrals (Override): Referral Partner will receive a recurring commission equal to 5% of Net Revenue collected from clients referred by another Referral Partner whom they introduced into the Program (Override Referred Clients).
3. Stock Option Eligibility and Grant Process
As additional consideration, qualified Referral Partners may be eligible to receive stock options to purchase shares of common stock in Onfolio Holdings, Inc. (NASDAQ: ONFO), the parent company of Pace Generative LLC.
- Eligibility Criteria: The Company (Pace Generative LLC) will determine a Partner’s eligibility. A Partner will be deemed eligible for consideration for each Direct or Override Referred Client that generates at least $18,000 in referred revenue and maintains a minimum 90-day active customer lifetime without cancellation or refund. Stock option eligibility will only be confirmed after this period is satisfied without interruption.
- The Grantor and Governing Terms: All stock options are granted directly by Onfolio Holdings, Inc., not by Pace Generative LLC. Any and all grants are subject to the approval of the Onfolio Holdings, Inc. Board of Directors and are governed exclusively by the terms and conditions of the official Onfolio Holdings, Inc. equity incentive plan and a separate stock option agreement. The stock option agreement will specify the grant date, expiration term (typically three years from the date of grant), and exercise price, which shall be no less than the greater of $5.00 per share or the fair market value of Onfolio Holdings, Inc.’s common stock as determined at the time of grant.
- Exclusion: White Label partners are explicitly excluded from stock option eligibility under this program.
4. General Compensation Terms
The Company reserves the right to withhold, delay, or reverse commission payments or a determination of stock option eligibility if a referred client’s payment is disputed, refunded, fraudulent, or deemed non-collectible.
Appendix C:
How the Referral Program Works (For Clarity Only)
This appendix is a non-binding summary of the referral process and typical outcomes to help Referral Partners understand their role and expectations.
Example 1: Client Referral
John refers a digital marketing agency that becomes a GEO client paying $6,000/month. John earns:
- $1,200/month in recurring commission (20% of Net Revenue)
- Stock options once the client meets the eligibility criteria defined in Appendix B (e.g., has generated $18,000 in revenue and completed a 90-day lifetime).
Example 2: Referral Partner Referral
Maria refers Sarah, who becomes a Referral Partner. Sarah refers a client who pays $6,000/month for GEO services. Maria earns:
- $300/month (5% override commission)
- Stock options after Sarah’s client meets the eligibility criteria defined in Appendix B.
This appendix is for illustration purposes only and does not override the legal terms of this Agreement.
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