Stratos Partner Program Terms of Service

These Partner Program Terms of Service (the “Terms” or this “Agreement”) are entered into between Stratos Development Group, Inc. (“Stratos,” “we,” “us,” or “our”) and you (the “Partner”). They describe how we work together under the Stratos Referral Partner Program (the “Program”), the terms on which you may refer prospective clients to us, and how you earn commission for doing so.

By applying to, enrolling in, or participating in the Program — including by accepting these Terms through the partner platform we make available to you — you agree to be bound by this Agreement. If you do not agree, you may not participate in the Program.

We administer the Program through a third-party partner management platform (the “Platform”), which handles partner enrollment, referral tracking, commission calculation, and payment. Your use of the Platform is also subject to the Platform provider’s own terms.

The Program is a referral program. You are authorized to identify, introduce, and refer prospective clients to Stratos and to promote our Services in accordance with this Agreement and any brand or program guidelines we provide.

This Agreement is non-exclusive. Both you and Stratos remain free to work with other parties and to recommend or engage similar products and services.

You participate as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between you and Stratos. You have no authority to enter into contracts, make commitments, give guarantees, or incur any liability on behalf of Stratos, and you will not represent otherwise. All proposals, pricing, contracts, and client engagements are negotiated and entered into solely by Stratos.

To participate, you must submit an application through the Platform. We will review your application and notify you whether you have been accepted. We may request additional information before making a decision, and we may accept or decline any application at our reasonable discretion. If we do not notify you of acceptance within thirty (30) days of your application, your application is considered declined.

Acceptance into the Program takes effect on the Effective Date, at which point this Agreement applies in full force until terminated under Section 11.

You may submit Referrals through the lead submission form or other methods we designate. To be eligible to earn Commission, a Referral must be accepted by Stratos and must result in a qualifying Client engagement.

A Referral qualifies for Commission only if the referred party:

We determine, in our reasonable discretion, whether a Referral is valid and whether to engage with the referred party. Submitting a Referral does not obligate Stratos to pursue or accept it, and we make the final decision on whether any referred party is a suitable fit and on the terms of any resulting engagement.

For each qualifying Client, you will earn a Commission equal to eight percent (8%) of the gross invoice value billed to that Client, calculated on a monthly basis. Commission is earned separately for each Client engagement and continues for the life of the service agreement between Stratos and that Client, for as long as this Agreement remains in effect and you remain eligible.

Commission is earned only upon Stratos’s receipt of cleared funds from the applicable Client. Commission on a given invoice becomes payable after that invoice has been paid in full by the Client, and Stratos will remit Commission due to you net thirty (30) days from the date of the Client’s payment.

Commission is calculated and paid through the Platform. To receive payment, you must maintain an active Platform account with a valid payment method (for example, ACH details) and complete any tax documentation we or the Platform require. You are responsible for all taxes and bank fees applicable to your Commission. Payments returned due to incorrect or out-of-date payment information are your responsibility, and we will have no obligation to resend them.

The Commission rate and structure described here are those in effect as of the Effective Date. Any change to Commission rates applies prospectively only and will not reduce Commission already earned on existing Client engagements.

In promoting Stratos and submitting Referrals, you agree to:

You may not submit Referrals sourced from purchased contact lists, scraped data, or other means to which the referred party has not consented.

Subject to your compliance with this Agreement, Stratos grants you a limited, revocable, non-exclusive, non-transferable license to use the Stratos name, logo, and marketing materials we make available to you, solely to promote Stratos under the Program and only in the form we provide. You will follow any brand guidelines we issue and will discontinue any use promptly upon our request.

You grant Stratos a non-exclusive, royalty-free right to use your name and logo to identify you as a participant in the Program. Neither party may use the other’s marks in a misleading or disparaging manner.

Each party may receive confidential information of the other in connection with the Program, including the terms of this Agreement, pricing, prospect and client information, business plans, and other non-public information. The receiving party will keep such information confidential, use it only for purposes of the Program, and not disclose it except as required by law. This obligation survives termination of this Agreement.

This Agreement grants no rights in Stratos’s software, Services, or intellectual property other than the limited brand license in Section 8. Stratos and its licensors retain all ownership of the Services, trademarks, and materials, including any improvements, modifications, or feedback you provide, which you agree we may use without obligation to you.

This Agreement begins on the Effective Date and continues until terminated. Either party may terminate at any time, without cause, on thirty (30) days’ written notice. Stratos may terminate immediately if you materially breach this Agreement, if you engage in conduct that may harm Stratos or its clients, or as otherwise permitted by law.

Upon termination, you will stop using Stratos’s marks and materials and stop representing yourself as a Stratos partner. Commission already earned and in force on the date of termination will continue to be paid in accordance with Section 6, except where termination results from your breach, in which case your right to further Commission ends on the date of termination. The provisions concerning Commission already earned, confidentiality, intellectual property, indemnification, limitation of liability, and these general terms survive termination.

Each party represents that it has full authority to enter into this Agreement. You further represent that your participation will not conflict with any other agreement to which you are bound, and that you will perform your obligations in compliance with applicable law.

You will defend, indemnify, and hold Stratos and its officers, directors, employees, and affiliates harmless from any third-party claim arising out of your participation in the Program, your breach of this Agreement, your conduct toward prospects or clients, or any unauthorized representations you make.

The Program is provided “as is.” To the maximum extent permitted by law, neither party will be liable to the other for any indirect, special, incidental, or consequential damages, or for lost profits, arising out of or relating to this Agreement. Stratos’s total aggregate liability under this Agreement will not exceed the total Commission paid or payable to you in the twelve (12) months immediately preceding the event giving rise to the claim.

This Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-laws rules, and the parties submit to the exclusive jurisdiction of the state and federal courts located there.

We may update this Agreement from time to time. If we make a material change, we will notify you through the Platform or by email, and the updated Agreement takes effect when posted or on the date stated in the notice. If you do not agree to a change, your sole remedy is to terminate under Section 11.

Neither party is liable for delays or failures caused by events beyond its reasonable control. You may not assign this Agreement without our prior written consent; we may assign it to an affiliate or in connection with a merger, reorganization, or sale of assets. If any provision is held invalid, the remaining provisions remain in effect. This Agreement, together with any program policies and the Platform terms referenced here, is the entire agreement between the parties regarding the Program and supersedes any prior understanding.