Referral Program
Terms & Conditions

These Terms andConditions (the “Agreement”) govern participation in the Flagship ReferralProgram (the “Program”). By submitting a referral, the participant (“Referrer”)agrees to comply with these terms. Flagship reserves the right to amend,suspend, or terminate the Program at any time at its absolute discretion.

1. Definitions

1.1. Inthis Agreement:

(a) Contracted Retailer means a Retailer of Flagship who enters into and signs a formal agreement with Flagship (Retailer Agreement) and proceeds past the Pilot Period.

(b) Flagship means Etale Pty Ltd (ACN 636 610 707) t/a Flagship, an Australian-registered company.

(c) Industry Partner means an established business or professional of the industry that will have high touch interactions with Retailers to facilitate an engagement with Flagship.

(d) Industry Partner Referral Agreement refers to the agreement entered into by an IndustryPartner.

(e) Industry Partner Referral Form refers to the online form for Industry Partners to register their referrals. The location of this form is provided in the IndustryPartner Referral Agreement.

(f) Pilot Period means the period in which a Retailer elects to trial and evaluate the Platform, with no obligation to proceed beyond such Pilot Period.

(g) Platform means the software owned by Flagship that will be licensed to the Retailer in accordance with the terms contained in such Retailer Agreement.

(h) Platform Partner refers to a professional of the industry that will have low touch interactions with Retailers to facilitate an engagement withFlagship.

(i) Platform Partner Referral Form refers to the online form for Platform Partners to register their referral which can be accessed at: pages.flagship.ai/platform-partner-referral-program.

(j) Referrer refers to any individual or entity participating in the Program.

(k) Retailer refers to a company within the retail industry.

(l) Referral Date refers to the date the Partner ReferralForm is submitted to Flagship.

(m) Warm Introduction means a direct email or LinkedIn introduction between Retailer and Flagship.

1.Eligibility

Eligibility of the Referrer:

1.1 In order to participate in the Program, theReferrer must be one of the following:

(a) a retail industry professional;

(b) a retail consultant;

(d) a current Flagship customer.

1.2 Flagship reserves the right to verify the eligibility of any Referrer and may refuse participation at its discretion.

Eligibilityof the Retailer:

1.3 The Retailer must be a potential customer of the Platform.

1.4 The Retailer must not have been previously referred to Flagship within three (3) months preceding the Referral Date.

1.5 The Retailer must not be a current Flagshipcustomer or an advanced Flagship prospect.

1.6 Flagship will validate the eligibility of the Retailer via its referral database.

1.7 Flagship reserves the right to verify the eligibility of any Retailer and may invalidate the Referral.

2. Relationship between Parties

2.1 Nothing in thisAgreement implies or evidences or otherwise represents:

(a) any partnership or joint venture between the parties; or

(b) the relationship between them of principal and agent.

2.2 Neither party has any authority in any way or for any purpose to:

(a) bind the other party;

(b) contract in the name of the other party; or

3. Referral Process

3.1 Referrers must register their prospective referrals through:

(a) the Platform Partner Referral Form if they are a Platform Partner; or

(b) the Industry Partner Referral Form if they are an Industry Partner.

3.2 Flagship may verify the eligibility of the Retailer in accordance with clause 2.6;

3.3 Upon verification, Flagship will confirm that the referral is logged and notify the Referrer that the introduction can proceed.

3.4 Flagship may, at its discretion, request that the Referrer introduce a different internal Flagship employee based on suitability.

3.5 The Referrer must make a Warm Introduction, provided that the referral has been verified in accordance with clause 4.3.

4. Referral Rewards & Payment Terms

4.1 Subject to clause 5.2:

(a) a Platform Partner will receive referral rewards as stipulated on the Platform Referral Form; and

(b) an Industry Partner will receive referral rewards as agreed upon in the Industry Partner Referral Agreement.

4.2 Payments will be processed via bank transfer or other agreed payment methods within thirty (30) days of the applicable milestones in clause 5.1 being met.

4.3 Flagship may require Referrers to provide a valid Australian Business Number (ABN) or other tax details before processing payments.

4.4 Referrers are responsible for any applicable taxes related to their earnings under the Program.

5. Referral Validity

5.1 A referral is valid for one (1) month commencing from the Referral Date (Referral Validity Period).

5.2 Upon a meeting being successfully concluded(in Flagship’s absolute discretion) during the Referral Validity Period, the referral will remain valid for a period of three (3) months from conclusion of the first meeting (Referral Period).

5.3 If discussions with a Retailer are ongoing at the end of the three (3) month period, Flagship may, in its absolute discretion, grant a month-by-month extension to allow an opportunity for theRetailer to become a Contracted Retailer. The extension will be confirmed byFlagship and will be communicated to the Referrer accordingly.

6. Limitations & Exclusions

6.1 Flagship reserves the right to reject a referral if:

(a) TheRetailer does not meet the Program’s eligibility criteria in clause 2.3;

(b) The referral does not result in a successful Warm Introduction or onboarding of the retailer; or

7. Confidentiality & Data Privacy

7.1 The Referrer agrees to keep all non-public information obtained through the Program confidential.

7.2 The handling of personal data must comply with the Privacy Act 1988 (Cth) in Australia, the General Data ProtectionRegulation (GDPR) in the European Union, and the California ConsumerPrivacy Act (CCPA) in the United States.

7.3 Flagship’s Privacy Policy which can be accessed via https://www.flagship.ai/privacy-policy governs the collection, storage, and use of personal data under this Program.

8. Dispute Resolution

8.1 If a dispute arises in relation to a referral or payment, the Referrer must provide proof of referral, such as an email or LinkedIn message.

8.2 Flagship will conduct an internal review of any disputes regarding payments or referral eligibility.

8.3 The parties agree to first attempt to resolve any disputes in good faith through discussions. If unresolved, disputes may be referred to mediation or arbitration in accordance with Australian law.

9. Termination & Modifications

9.1 Flagship may modify, suspend, or terminate the Program at any time, with or without notice.

9.2 Flagship may remove a Referrer from theProgram if they engage in unethical conduct, including but not limited to misrepresentations or fraudulent referrals.

9.3 These terms may be amended from time to time in Flagship’s absolute discretion, and any amendments will be published via the Flagship website without further notice. Continued participation in theReferral Program will constitute acceptance of the modified terms.

10. Governing Law & Jurisdiction

10.1 ThisAgreement is governed by the laws of New South Wales, Australia.

10.2 Any disputes arising under this Agreement shall be subject to the jurisdiction of the courts of New South Wales,Australia.

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Last updated at: 4 April 2025

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