Referral Program Agreement

Last Updated: April 21, 2025

This DexToro Referral Program Agreement (the "Agreement") is a legal contract between you and DexToro Trading Inc. ("DexToro") that applies to your participation in the DexToro Referral Program (the "Referral Program"). In this Agreement, "DexToro," "we," or "us" means DexToro. The term "you" means the individual that is registering for the Referral Program and agreeing to be bound by this Agreement. By submitting an application to participate in the Referral Program, you agree to be bound by this Agreement and any other terms, conditions, or agreements that may be incorporated by reference in this Agreement. This Agreement may be modified from time to time at the discretion of DexToro.

1. Program Overview.

1.1 The Program allows participants to receive compensation for referring new users to DexToro and encouraging them to trade meme tokens or digital assets on the DexToro app ("App") in accordance with the terms of this Agreement.

2. Referral Program Registration and Participation

2.1 Participation in the Referral Program is limited to natural persons. Legal entities, including but not limited to trusts, corporations, limited liability companies, limited partnerships, or general partnerships are not permitted to participate in the Referral Program. By registering to participate in the Referral Program, you agree to provide complete, current, and accurate information. To the extent that any information you provide at the time of registration changes, you agree to provide DexToro with updated information that is complete, current, and accurate.

2.2 In the event that DexToro determines that you are not eligible to participate in the Referral Program, DexToro will notify you and remove you from its Referral Program registry. DexToro reserves the right to approve, decline, or remove you from the Referral Program for any reason. You are only permitted to open one Referral Program account. If DexToro determines that you have more than one account, DexToro may cancel your account at its sole discretion. In order to participate in the Referral Program, you must adhere to this agreement, the Referral Program Code of Conduct, attached hereto as Exhibit A as well as any supplemental terms and conditions that DexToro may implement from time to time (collectively, the"Program Terms").

2.3 When you join DexToro, DexToro will provide you with a referral link, which you circulate to prospective DexToro users. Users who create a new DexToro account using your referral link (an"Eligible Referee") will be linked to your DexToro account. You may not self-invite through multiple accounts. If DexToro identifies such activity, all referrals will be canceled, and all Referral Rewards will be canceled.

3. Referral Rewards

3.1 As consideration for participating in the Referral Program, DexToro will pay you a Referral Reward.

3.2 DexToro will determine the Referral Reward that you will receive at its sole discretion, which may be based on factors including, but not limited to, the commission generated by your Eligible Referees and your participation and contribution to the platform. DexToro reserves the right to establish different Referral Reward rates for users based on their activity and engagement with the platform. The Referral Reward will be calculated and distributed to you promptly following the referee's trade. DexToro will distribute the Referral Reward in USDC.

Who qualifies? Anyone who signs up using your referral link.

Your Earnings: You earn 50% of DexToro's fee on every trade made by your Level 1 referrals. Example:

• You refer Person B, who trades $100,000 in a day.
• DexToro's Fee: $100,000 x 1% = $1,000
• Your Commission: 50% of $1,000 = $500

3.4 You will not earn a Referral Reward if any of the following conditions applies:

• A user that you referred is not an Eligible Referee (e.g. that user created a DexToro account prior to your referral);
• A user that you referred violates DexToro's Terms of Use, this Agreement and the Referral Program Code of Conduct, or any other agreement between DexToro and its users
• DexToro suspects or determines that you have committed fraud or engaged in any activity that is prohibited by this Agreement or the Referral Program Code of Conduct; or
• DexToro suspects or determines that you have violated any applicable law.

4. Prohibited Jurisdictions.

4.1 You may not solicit persons who are residents in states, countries, territories, or jurisdictions ("Excluded Jurisdictions") where DexToro does not offer products or services for participation in the Referral Program. If you become a resident of an Excluded Jurisdiction, you will no longer be eligible to participate in the Referral Program. See our Terms of Use for more.

5. DexToro Property and Licensing

5.1 You agree and acknowledge that DexToro retains all ownership, right, title, and interest in and to its trademarks, trade names, service marks, inventions, copyrights, trade secrets, patents, technology, software, and know-how related to the design, function, or operation of the websites, applications, and services provided thereunder. You will not, at any time, do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of DexToro's right, title and interest in the marks. Your rights are strictly limited to the rights expressly stated in this Agreement.

5.2 You agree to adhere to all terms and conditions set forth in the Code of Conduct, this Agreement and DexToro's Terms of Use.

6. Relationship with DexToro

6.1 By participating in this Referral Program, you agree that the nature of the commercial relationship between you and DexToro is one of an independent contractor and a service recipient. Your participation in this Referral Program and actions you may undertake in compliance with the Program Terms do not create an employer and employee relationship. DexToro has no obligation to provide you with, and you will not receive, employment benefits, including but not limited to insurance, workers compensation, vacation pay, sick pay, holiday pay, participation in pension plans, profit sharing, stock options, bonuses or any other employment benefit that may be made available to employees of DexToro or its affiliates. You may not advertise or otherwise hold yourself out as an employee of DexToro or its affiliates.

6.2 This Agreement is non-exclusive, and it does not prevent you from participating in similar referral programs administered by other digital asset marketplaces or exchanges. Furthermore, nothing in this Agreement is intended to inhibit you or DexToro from separately engaging in business with any other person.

7. Taxes

7.1 You are responsible for paying all applicable federal and state tax liabilities that may arise from your participation in the Referral Program. Under no circumstance will DexToro have any responsibility or obligation for your federal or state tax liabilities that may arise from your participation in the Referral Program.

7.2 You agree that your participation in the Referral Program and the activities that you may engage in under the terms of this Agreement exempt you from federal employment tax and similar state provisions exempting direct sellers from state taxes.

8. Confidentiality

8.1 By agreeing to participate in the Referral Program, you may gain access to non-public information or information that is proprietary to DexToro ("Confidential Information"). You agree to protect and not disclose any Confidential Information that you receive during or after your participation in the Referral Program. You further agree that you will not disclose Confidential Information to any third party except to your accountants, attorneys or as required by law. If you are requested, legally compelled or advised to disclose any of the Confidential Information, then, to the extent reasonably practicable and permissible, you will provide DexToro with prompt written notice of such request or order so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.

9. Indemnification

9.1 In the event that you reside in a state or country whose laws or regulations may deem you an agent or representative of DexToro or its affiliates, you agree to indemnify and hold harmless DexToro and its affiliates against any and all claims made by any person, whether natural or legal, that result from such implied agency or representative relationship.

10. Term

10.1 This Agreement begins on the Effective Date, which is the date you participate in the Referral Program, and unless terminated earlier in accordance with this Section, shall be automatically renewed for 3 month periods thereafter (the "Term"). You may terminate this Agreement at any time for any reason immediately upon notice to DexToro. DexToro may terminate this Agreement at any time for any reason immediately upon notice to you. In the event that you terminate this Agreement, you will no longer be entitled to Referral Rewards. Upon termination, you may no longer market or promote the Referral Program.

10.2 The rights and obligations contained in the following provisions of this Agreement will survive the expiration or termination of this Agreement: Sections 5, 7, 8, 9, 11, 12, and 13.

10.3 DexToro reserves the right, at its sole discretion, to alter, amend, modify, suspend, limit, discontinue, or terminate the Referral Program, in whole or in part, at any time and for any reason, without prior notice to participants, and shall not be liable to any participant for any rewards that could have been earned had the program continued; any Referral Rewards accrued but not yet distributed at the time of program modification or termination will be handled according to DexToro's sole discretion, subject to applicable laws and regulations.

11. Disclaimer of Warranty

11.1 EXCEPT AS DESCRIBED IN THIS AGREEMENT OR REQUIRED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

12. Limits of Liability

12.1 EXCEPT WITH RESPECT TO DAMAGES ARISING FROM BREACH OF SECTION 8, AND A PARTY'S FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY IN TORT), WILL A PARTY BE LIABLE FOR INDIRECT OR CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

13. Miscellaneous

13.1 Governing Law. The validity, interpretation, construction and performance of this Agreement will be governed by the laws of the State of Delaware without regard to the choice of law principles thereof. Any dispute, claim or controversy arising out of or relating to this Agreement shall be determined by arbitration in Miami-Dade County, Florida. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures.

13.2 Interpretation. In this Agreement, unless the context otherwise requires, (A) words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine and the neuter and vice versa (B) references to Sections are to Sections of this Agreement (C) a reference to "including" means including without limiting the generality of any description preceding such term and any general statement followed by or referable to an enumeration of specific matters shall not be limited to matters similar to those specifically mentioned; (D) references to any enactment shall be deemed to include references to such enactment as re-enacted, amended, supplemented, restated or extended from time to time; and (E) where any expression is defined or the interpretation of it is set out herein, other parts of speech of such expression shall have a corresponding meaning. References to and the use of the word "days" will mean calendar days, unless otherwise specified. The Section headings are used for convenience only and will not affect the construction or interpretation of this Agreement.

13.3 Notice. Notices permitted or required to be given to you under this Agreement will be sent via email. Notices permitted or required to be given to DexToro by you must be sent via email to support@dextoro.com.

13.4 Assignment. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the Parties. You may not assign any of the rights or obligations under this Agreement without the prior written consent of DexToro. Any unauthorized assignment or transfer will be void and of no force or effect. DexToro may assign this agreement to any of its affiliates or in connection with the sale or transfer of substantially all of DexToro's business or assets.

13.5 Waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege

13.6 Severability. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever.

14. Modifications

14.1 DexToro shall have the sole and absolute right to amend, supplement, and/or replace the terms and conditions of this Agreement from time to time, which will be announced to all on the DexToro application or website. By continuing to participate in the Referral Program after the effective date of modification, the modified terms and conditions of Agreement shall be binding on you.