Legal

Independent Sales Affiliate Agreement

Skybound Governance Nodes · Skybound Subscription Products

Version Draft for review

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:

SkyBound Travel LLC, a limited liability company organized and existing under the laws of the State of Wyoming, USA, having its principal place of business at 8488 Rozita Lee Ave Bldg 3 Suite 100, Las Vegas, NV 89113, 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. Skybound Network is a decentralized network governed by the Skybound DAO and its community. SkyBound Travel LLC does not own, control, or operate the Skybound Network or the Skybound DAO, and distributes software products that operate on or integrate with the Skybound Network, including governance and participation nodes (collectively, the “Nodes” or the “Software”), pursuant to an operational agreement with the Skybound DAO. The Company holds this distribution authority for so long as that operational agreement remains in effect.

B. The Company also offers additional blockchain-integrated subscription products, including Skybound Travel memberships (the “Subscription Products,” and together with the Nodes, the “Products”).

C. 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 Skybound 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 Skybound Network, or in the Skybound 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 Skybound 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 Skybound DAO or the Skybound Network, and the Affiliate shall not represent that the Affiliate or the Company speaks for, owns, or controls the Skybound DAO or the Skybound 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 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 — Skybound Node Software License (one-time purchase)

The sole Product currently authorized for sale under this Agreement is the Skybound Node Software License, a one-time software license priced at US$1,100. 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 Skybound Subscription Products

[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 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, 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 or Level 2 commission.

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 1 — Direct: the selling Affiliate, on the Affiliate’s own qualifying sales — 10% of the gross fiat sale.

Level 2 — Override: the Affiliate, on qualifying sales by the Affiliate’s first-level sub-affiliates — 5% of the gross fiat sale.

The Affiliate’s direct (Level 1) rate is 10% and the Level 2 override is 5%. These rates apply to Node License purchases; the rate on any recurring components (Subscription Products, if and when offered) is set per Appendix B.

4.3 Your Fiat Commission at a Glance

For the currently authorized Product — the Skybound Node Software License (one-time, US$1,100): Level 1 (direct) 10% = $110 to the selling Affiliate; Level 2 (override) 5% = $55 to the Affiliate’s first-level upline on the same qualifying sale, per Section 4.2. Figures are confirmed against the live store.

4.4 Subscription Commissions

[Reserved — not currently offered.]

4.5 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, and to decline, withhold, reverse, or recover any commission 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 or bonus 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 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. 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 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 the Company 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, the Skybound Network, 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 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 Skybound Network, or the Skybound 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 Skybound Network, and the Skybound 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 Skybound name or mark in a manner suggesting ownership or control of the Skybound Network or Skybound 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 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 effect as a handwritten signature.

(SkyBound Travel LLC’s 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 the Company for clearance before use. Use the compliant phrasing on the left; never use the phrasing on the right.

Compliant: “Run a validation node on a decentralized network.” — Never: “Earn passive income with your node.”

Compliant: “Your node earns SKY for the validation work it performs.” — Never: “Your node pays you every month.”

Compliant: “A license to operate a node; priced in USD.” — Never: “An investment or a venture bet on Skybound.”

Compliant: “Help secure and validate the Skybound Network.” — Never: “Upgrade and watch your returns grow.”

Compliant: “A voice in a network no single company controls.” — Never: “Get in early before the price moves.”

Compliant: “SKY is used to pay for bookings and services on the Skybound Travel Platform.” — Never: “SKY 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:

Skybound Node Software License — US$1,100 (one-time) — Level 1 (direct) 10% = $110 — Level 2 (override) 5% = $55.

No other Products are currently offered. Subscription-residual terms are not applicable to the current one-time Product and may be introduced on a prospective basis if such Products launch.

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