MUSIQ Networks

Independent Sales Affiliate Agreement

Musiq Governance Nodes · Musiq AI Nodes · MUSIQ Networks Subscription Products

This Independent Sales Affiliate Agreement (the “Agreement”) is made and entered into as of the date of the Affiliate’s electronic acceptance (the “Effective Date”), by and between:

MUSIQ Networks, a corporation organized and existing under the laws of the State of Wyoming, USA, having its principal place of business at 201 E. Kennedy Blvd, Tampa, FL 33602, United States (the “Company”), and

The Affiliate identified by the name, email, and acceptance date captured at registration, whose principal place of residence or business is as provided at registration, (the “Affiliate”).

The Company and the Affiliate are referred to collectively as the “Parties” and individually as a “Party.”

Background

A. Musiq is a decentralized Layer 1 blockchain network governed by the Musiq DAO and its community. MUSIQ Networks does not own, control, or operate the Musiq network or the Musiq DAO.

B. The Company develops and distributes software products that operate on or integrate with the Musiq network, including governance and participation nodes and AI compute nodes (collectively, the “Nodes” or the “Software”), pursuant to an operational agreement with the Musiq DAO. The Company holds this distribution authority for so long as that operational agreement remains in effect.

C. The Company also offers additional blockchain-integrated subscription products, including Safe, MEETN, and Stacks (collectively, the “Subscription Products”, and together with the Nodes, the “Products”).

D. The Company operates an independent sales affiliate program and wishes to engage the Affiliate to market and sell the Products to bona fide end-user customers on the terms set out below. The Company is preparing to become a publicly reporting company, and the Parties intend this Agreement to be administered with the heightened compliance discipline that status requires.

1. Engagement of Services and Company Authority
The Company engages the Affiliate as an independent contractor, and the Affiliate agrees to provide sales and promotional services for the Products in accordance with this Agreement. A Node is a software product that, when actively operated by its owner, performs work on and helps secure the Musiq network. The Affiliate is engaged solely to market and sell the Products to genuine end-user customers and does not acquire any ownership, equity, or security interest in the Company, in the Musiq network, or in the Musiq DAO by entering into this Agreement.

Company Authority. The Company represents and warrants that it has the full right, power, and authority to market, sell, and distribute the Software and to operate the affiliate program described in this Agreement. The Company markets and sells the Software as a licensed distributor pursuant to an operational agreement with the Musiq DAO, a separate and independent entity that is not owned or controlled by the Company. Nothing in this Agreement authorizes the Affiliate to act for, bind, or make representations on behalf of the Musiq DAO or the Musiq network, and the Affiliate shall not represent that the Affiliate or the Company speaks for, owns, or controls the Musiq DAO or the Musiq network.

Affiliate Authorization. Subject to the Company’s authority described above and to the terms of this Agreement, the Company grants the Affiliate a limited, non-exclusive, non-transferable authorization to market and resell the Products to bona fide end-user customers for so long as the Affiliate remains an affiliate of the Company in good standing. This authorization does not permit the Affiliate to sublicense the Products or to authorize any other person to resell them. Each sub-affiliate must obtain authorization directly from the Company by entering into the Company’s affiliate agreement and remains subject to the same terms. The Affiliate’s authorization terminates automatically upon termination of the Affiliate’s relationship with the Company, consistent with Section 16.

2. Authorized Products
The Affiliate is authorized to market and sell the following Products. Current prices, fiat commissions, and any open terms are set out in Appendix B (Product and Commission Schedule), which the Company may update on a prospective basis.

2.1 Authorized Product — Musiq Node Software License (one-time purchase)
The sole Product currently authorized for sale under this Agreement is the Musiq Node Software License, a one-time software license priced at US$1,000. A Node is a software product that, when actively operated by its owner, performs work on and helps secure the network. Additional Products may be added by the Company on a prospective basis through Appendix B; no other Products are currently offered.

2.2 Musiq AI Nodes
[Reserved — not currently offered.]

2.3 MUSIQ Subscription Products (Safe, MEETN, Stacks)
[Reserved — not currently offered.]

3. Scope of Work
The Affiliate will:

Actively promote, market, and sell the Products to customers and prospects using only Company-approved materials and messaging.

Identify new sales opportunities and maintain relationships with existing customers.

Provide regular updates and reports on sales progress and leads as reasonably requested.

Act as a point of contact between the Company and customers for sales-related activities.

The Affiliate will operate independently, at times and locations of the Affiliate’s choosing, provided that all responsibilities under this Agreement are met.

4. Compensation — Commission Structure
All compensation is paid as commissions and benefits tied to bona fide sales of the Products to genuine end-user customers, as described in this Section 4 and quantified in Appendix B. The compensation structure is limited to two levels, and no commission or benefit of any kind is paid for the mere recruitment or enrollment of sub-affiliates.

4.1 Definition of a Qualifying Sale and Qualifying Customer
A “qualifying sale” is a completed purchase of a Product by a “bona fide end-user customer” — an individual or entity that purchases the Product for its own use and not primarily to qualify the purchaser or any Affiliate for a compensation position, commission rate, bonus Node, or other benefit. The following do not count as qualifying sales: (a) the Affiliate’s own purchases; (b) purchases by any Affiliate or sub-affiliate participating in the Company’s affiliate program; and (c) purchases made primarily to obtain or maintain a commission, Level 2 commission, or bonus Node.

4.2 Two-Level Commission Structure
Commissions are calculated as a percentage of the gross fiat value of each qualifying sale, paid in fiat. The structure is limited to two levels: (1) the Affiliate’s own direct sales (“Level 1”), and (2) the direct sales of the Affiliate’s first-level sub-affiliates (“Level 2”). No commissions are paid beyond the second level.

Level

Who earns it

Commission on gross fiat sale

Level 1 — Direct

The selling Affiliate, on the Affiliate’s own qualifying sales

20%

Level 2 — Override

The Affiliate, on qualifying sales by the Affiliate’s first-level sub-affiliates

10%

To be completed by COO: Level 2 override percentage. The Affiliate’s direct (Level 1) rate is fixed at 20%. The 20% direct rate applies to Node license/purchase prices; commission on recurring components (AI Node annual fees, hosting, and Subscription Products) is set per Appendix B.

4.3 Your Fiat Commission at a Glance
The Affiliate’s commission on the currently authorized Product:

Product Type Price (USD) Level 1 (direct) Your L1 commission Level 2 (override)
Musiq Node Software License One-time $1,000 20% $200 10% → $100 to upline
The Level 2 override ($100) is paid to the Affiliate’s first-level upline on the same qualifying sale, per Section 4.2. Figures confirmed against the live store.

4.4 Subscription Commissions
[Reserved — not currently offered.]

4.5 Bonus Node Program
[Reserved — not currently offered.]

4.6 Tax Treatment of Bonus Nodes
[Reserved — not currently offered.]

4.7 Payment and Verification
Commissions become payable only after the Company has received cleared fiat proceeds from the relevant customer transaction.

The Affiliate is responsible for maintaining an appropriate account capable of receiving the selected form of payment.

The Company reserves the right to verify all qualifying customer transactions before approving any commission or bonus Node award, and to decline, withhold, reverse, or recover any commission or bonus Node found to be based on a transaction that is not a bona fide end-user sale, or that is later reversed, charged back, or refunded.

No additional compensation, benefit, or reimbursement is provided unless otherwise agreed in writing by both Parties.

The Company reserves the right to modify, suspend, or discontinue this compensation structure on a prospective basis, with reasonable notice to active Affiliates. Any such change applies only to compensation earned after its effective date and does not reduce commissions already earned and payable.

5. Bona Fide Sales and Compensation Integrity
The Parties acknowledge and agree that all compensation under this Agreement is earned solely through bona fide sales of the Products to genuine end-user customers. No compensation, bonus, or bonus Node is paid for the act of recruiting or enrolling sub-affiliates, for self-purchases made primarily to qualify for higher compensation, or for any activity other than legitimate sales to end users. The Affiliate shall not engage in inventory loading or any practice designed to qualify for compensation through purchases not intended for genuine use. The Company may require reasonable documentation establishing that customers counted toward any commission or bonus Node are bona fide end-user customers.

6 Equity / Company Shares
[Reserved — not currently offered.]

7. Term
This Agreement commences on the Effective Date and continues until terminated as provided in Section 16.

8. Confidentiality
The Affiliate agrees to maintain the confidentiality of any proprietary or sensitive information provided by the Company, including customer lists, pricing strategies, software information, unpublished financial information, and marketing plans. This obligation survives termination of this Agreement.

9. Independent Contractor Status
The Affiliate is an independent contractor and not an employee of the Company. The Affiliate is not entitled to any employee benefits. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.

10. Tax Responsibility
The Affiliate is solely responsible for all taxes arising from compensation received under this Agreement, including income and self-employment taxes and the fair market value of any bonus Nodes. The Affiliate shall file all necessary tax returns and shall indemnify and hold the Company harmless from any liabilities, claims, or penalties arising out of the Affiliate’s failure to fulfill tax obligations. The Company will not withhold taxes except as required by law (for example, backup withholding where a valid taxpayer identification number has not been provided).

11. Compliance, Training, and Conduct
Required compliance training. Before marketing, promoting, or selling any Product, and as a condition of activation, the Affiliate must complete the compliance training required by the Company, including review and acknowledgment of the Company’s approved messaging guidelines (the Veracore Compliance Guidelines). The Affiliate must complete any additional or updated training the Company requires. The Company may suspend the Affiliate’s ability to sell and to earn compensation until required training is completed.

Approved materials and clearance. The Affiliate shall use only Company-approved materials and messaging and shall route any new or modified marketing copy to Veracore Compliance Group for clearance before publication or use. Approved and prohibited language is summarized in Appendix A.

Compliance with laws. The Affiliate shall at all times comply with all applicable laws governing digital assets and the marketing, promotion, and sale of the Products, including applicable securities, commodities, consumer-protection, anti-pyramid, and advertising laws and the requirements of applicable regulators, and with the Company’s compliance policies and guidelines.

Suspension and removal. If the Affiliate violates any obligation under this Section, any applicable law, or the Company’s compliance policies, the Company may suspend the Affiliate pending review, require corrective action or additional training, and remove the Affiliate and terminate this Agreement for cause under Section 16. The forfeiture and clawback provisions of Section 16 apply to compensation associated with the violating conduct.

12. No Income or Investment Representations
The Affiliate shall not make any representation, guarantee, or promise to any prospective buyer, customer, or sub-affiliate regarding income, earnings, profits, appreciation, or financial outcomes that may be derived from purchasing, holding, operating, or using any Product, or from participating in this affiliate program. The Affiliate shall provide only factual information about each Product’s features, functionality, and intended use, as approved by the Company. The Affiliate shall not describe any Product, Musiq, or any associated reward as a security, an investment, or a source of passive income, and shall not use language or imagery implying financial gain. The commission and bonus Node terms in this Agreement describe how the Affiliate is compensated for sales activity and are not a representation of any return available to a purchaser of any Product.

13. Public Company; No Securities Representations
The Affiliate acknowledges that the Company is preparing to become, or has become, a publicly reporting company, and agrees that:

The Products are separate from the Company’s securities. A purchase of any Node or Subscription Product is a purchase of software or a service, not an investment in the Company, the Musiq network, or the Musiq DAO.

The Affiliate shall not market or promote any Product as a means of investing in the Company or as connected to the Company’s stock price, public listing, valuation, or financial performance, and shall not direct any person to acquire the Company’s securities.

The Affiliate shall not make any statement regarding the Company’s securities, anticipated or actual public listing, share price, projections, or financial results, and shall not use, or trade on the basis of, any material non-public information concerning the Company.

All statements about the Company, the Products, the Musiq network, and the Musiq DAO must be factual, approved, and consistent with the entity-separation principles in Sections 1 and 13.

14. Right to Monitor Communications
The Company reserves the right to monitor communications between the Affiliate and any customers or prospects to ensure compliance with this Agreement, including that no unauthorized or misleading representations are made. The Affiliate acknowledges that sales-related correspondence by email, phone, messaging applications, or other methods may be subject to review.

15. Expenses
The Affiliate is responsible for all expenses incurred in performing services under this Agreement and is not entitled to reimbursement unless specifically approved in writing by the Company.

16. Termination
Either Party may terminate this Agreement at any time by providing thirty (30) days’ written notice. The Company may terminate immediately for cause, including breach of this Agreement or violation of confidentiality or compliance obligations.

If the Affiliate makes any prohibited income, investment, or securities representation, uses unapproved materials, or otherwise materially violates this Agreement, the Company may terminate immediately for cause. In that event, the Affiliate forfeits all future and unpaid compensation associated with the conduct giving rise to termination. Commissions fully earned and payable for compliant sales completed before termination remain payable, except where the underlying transactions are themselves the product of the violation or are reversed, charged back, or refunded. Upon termination, the Affiliate shall cease all promotional and sales activities and return any Company property or materials.

17. Intellectual Property and Trademarks
All intellectual property, including trademarks, trade names, trade secrets, and proprietary technology related to the Products and the Company, remains the exclusive property of the Company or its licensors. The Affiliate may use Company and Product names and marks only as expressly authorized and only in Company-approved materials, and shall not use any Musiq name or mark in a manner suggesting ownership or control of the Musiq network or Musiq DAO by the Company or the Affiliate.

18. Data Protection and Privacy
The Affiliate shall handle any personal data of customers and prospects in compliance with all applicable data-protection and privacy laws, shall use such data only to perform under this Agreement, and shall not sell or misuse it. The Affiliate shall implement reasonable safeguards and shall promptly notify the Company of any suspected data breach involving Company or customer data.

19. Indemnification
The Affiliate agrees to indemnify and hold harmless the Company from any and all claims, damages, liabilities, costs, or expenses, including reasonable attorneys’ fees, arising out of or in connection with the Affiliate’s performance of services, including any unauthorized or misleading representation made by the Affiliate.

20. Limitation of Liability
To the maximum extent permitted by law, the Company shall not be liable to the Affiliate for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost opportunities, arising out of or relating to this Agreement. The Company’s total aggregate liability under this Agreement shall not exceed the total commissions paid to the Affiliate in the six (6) months preceding the event giving rise to the claim.

21. Mandatory Arbitration
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, or validity, shall be resolved exclusively through final and binding arbitration before a single arbitrator, administered under applicable commercial arbitration rules.

Location: the arbitration shall take place in Wyoming, USA.

Costs: the costs of arbitration, including the arbitrator’s fees, shall be split equally between the Parties unless the arbitrator determines otherwise.

Governing law: the arbitrator shall apply the laws of the State of Wyoming, USA.

Waiver of jury trial: the Parties waive any right to a jury trial or to have any dispute resolved in court, except as provided under this clause.

The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

22. Governing Law
This Agreement is governed by and construed in accordance with the laws of the State of Wyoming, USA, without regard to its conflict-of-law principles.

23. Severability
If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent.

24. Entire Agreement
This Agreement, together with the Appendices and any compensation schedule incorporated by reference, contains the entire understanding between the Parties and supersedes any prior agreements, written or oral, concerning the subject matter. This Agreement may be amended only by a written document signed by both Parties, except that the Company may update the Product and Commission Schedule (Appendix B) and the compensation structure on a prospective basis as provided in Section 4.

25. Acceptance & Signatures
This Agreement is accepted electronically. By checking the box below and submitting your affiliate registration, you (the “Affiliate”) acknowledge that you have read, understood, and agree to be legally bound by this entire Agreement, including all Appendices.

Your acceptance is recorded with your name, email address, and the date and time of acceptance captured at registration; these constitute your electronic signature and the “Effective Date.” You agree this electronic acceptance has the same legal force as a handwritten signature.

☐ I have read and agree to the MUSIQ Networks Independent Sales Affiliate Agreement.

(MUSIQ Networks’ acceptance is evidenced by approval of the Affiliate’s application. The original handwritten signature blocks have been replaced by this clickwrap mechanism.)

Appendix A — Approved vs. Prohibited Language
Affiliates sell what the Product does, never what a token might be worth. Route any new copy to Veracore Compliance Group before use. Use the left column; never use the right column.

Say this (compliant)

Never say this

Run real AI compute on a decentralized network.

Earn passive income with your node.

Your node earns Musiq for the compute work it performs.

Your node pays you every month.

A license to operate a node; priced in USD.

An investment or a venture bet on Musiq.

Add real capability to the node you already run.

Upgrade and watch your returns grow.

A voice in a network no single company controls.

Get in early before the price moves.

Musiq is used to pay for inference on the network.

Musiq will appreciate / “x potential.”

Never use: invest, returns, ROI, profit, passive income, guaranteed, projected, price target, appreciation, “x potential,” moon, get in early, holders — or any comparison to Bitcoin or Ethereum.

Appendix B — Product and Commission Schedule
The Company may add Products prospectively without re-signing this Agreement. Current authorized Product:

Product Price (USD, one-time) Level 1 (direct) Level 2 (override)
Musiq Node Software License $1,000 20% = $200 10% = $100
No other Products are currently offered. Bonus-Node, AI-node annual-fee/hosting, and subscription-residual terms are not applicable to the current one-time Product and have been removed; they may be reintroduced on a prospective basis if such Products launch.