AFFILIATE AGREEMENT

This Affiliate Agreement (this “Agreement”) is made effective as of the date agreed below (the “Effective Date”), by and between Spider ERC, Inc., (“Spider”), a Texas corporation with its principal place of business at 5900 Balcones Drive, Suite 12839, Austin, Texas 78731, and the Affiliate electronically signing and submitting the onboarding form (“Affiliate”). Spider and Affiliate may be referred to herein jointly as the Parties.

WHEREAS Spider has built and maintains a proprietary software platform and process through which Spider offers services (the “Services”) related to the Employee Retention Credit (the “Tax Credit”) established pursuant to the Coronavirus Aid, Relief, and Economic Security Act, any amendments or any additions thereto (collectively, the “CARES Act”), and/or other applicable law; and Affiliate desires to market the Services and refer its Prospects to Spider to perform the Services.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the Parties hereto, intending to be legally bound hereby, agree as follows:

1. Engagement. Affiliate agrees to contact businesses and other entities who may qualify for the Tax Credit (each, a “Prospect”), market the Services to them, and refer Prospects to Spider that may qualify for the Tax Credit. Each Prospect that signs an agreement with Spider to perform the Services (a “Client Services Agreement”) shall be called a “Client.”
2. Compensation. Spider shall pay a fee to Affiliate (the “Affiliate Fee”) for each Client who actually receives the Tax Credit from the IRS. The Affiliate Fee shall be equal to 20% of the “Spider Fee,” which is defined as payments actually received by Spider under the Client Services Agreement with the Client. The Affiliate Fee is payable by the fifteenth day of the month following the month in which Spider receives the Spider Fee. No other fees and/or expenses will be paid to the Affiliate, unless approved in advance by Spider in writing. In the event of a commission dispute between two Affiliates, Spider shall have sole discretion to determine who is entitled to the commission and such determination shall be final.
3. Fee Adjustment by IRS. It is understood that the Affiliate Fee and Spider Fee are based on the actual Tax Credit paid by the IRS, not the amount of the credit filed for by Client. If the IRS does not issue the full Tax Credit for which client has filed, the payment of the Spider Fee and Affiliate Fee will be adjusted accordingly.  
4. Independent Contractor. Affiliate enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Affiliate agrees that neither Affiliate nor any Affiliate personnel is or will become an employee, partner, agent, or principal of Spider while this Agreement is in effect. This Agreement does not in any way create any type of partnership, association, joint venture, or other business relationship. Affiliate is responsible for providing, at its own expense, disability, unemployment, and other insurance, workers’ compensation, training, permits, licenses, and any other requirement for Affiliate and for Affiliate’s employees. Nothing in this Agreement shall be construed to give Affiliate or any Affiliate personnel any authority (i) to represent that such person is an employee of Spider, (ii) to bind Spider with respect to contracts or representations or any other matters, or (iii) to represent Spider before any court or government or regulatory authority without the express written authorization of Spider. 
5. Term/Termination. This Agreement shall automatically terminate on April 15, 2025.  Notwithstanding any other provision herein, either Party may terminate this Agreement at any time upon written notice to the other Party. All obligations under Sections 2 and 3 above shall survive termination of this Agreement with respect to Clients who became Clients prior to such termination. All obligations under Sections 6, 7, and 8 below shall survive termination of this Agreement.
6. Advertising.  
   1. Affiliate may, at its option, run advertising for the Services.  Affiliate is prohibited from using misleading or deceptive claims in advertising copy. Affiliate is solely responsible for following all federal, state and local laws, regulations and rules regarding advertising claims, including but not limited to the Federal Trade Commission’s Disclosure Guidelines. Affiliate must adhere to all the editorial guidelines and search advertising terms and conditions set forth by each search engine (Google, Yahoo, Bing and other), including any updates to those terms in the future. All marketing materials utilized by affiliate must make clear Affiliate and Spider are separate and distinct Parties.
   2. Affiliate may not present themselves as an employee of Spider, or utilize marketing materials or communications which could cause a Client to reasonably believe they are directly contacting Spider when in fact they are contacting the Affiliate. This includes all methods of marketing including but not limited to SEO, paid advertisements, mailings, circulars, or any marketing scheme where the services of Spider is being marketed. 
   3. Affiliate shall not advertise on websites with adult content, offensive content, or content that defames any group based on a legally protected characteristic.  Affiliate should contact Spider prior to advertising on websites which Affiliate believes may violate this subparagraph.Affiliate may not create groups or specific web pages in social communities to publicize Spider offers without prior written approval from Spider. 
   4. SEO and pay per click activities are allowed with the following requirements: a) If Affiliate is sending paid traffic (PPC, PPV, Media Buys) to Spider, Affiliate must send the traffic through a landing page or web property first; and b) Affiliates are prohibited from using keywords that include the term Spider, SpiderERC or Spider ERC, or any variation or combination therein. 
   5. Affiliate may not purchase or use domain names containing the term ‘spider,’ including domain names that combine Spider with one or more additional words, letters, numbers, or other characters, or domain names containing any misspelling or other confusingly similar variation.
   6. Self-referrals are strictly prohibited and will not be paid commissions. Clickjacking, linkjacking, typosquatting or any sort of domain spoofing methods are prohibited. Pixel, cookie stuffing or any other type of cookie stuffing without source website visitor’s knowledge is prohibited. Using traffic generated by pay to read, P2C (pay to click), banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods is prohibited. 
   7. Upon Spider’s request, Affiliate must remove any content violating the terms of this paragraph within 24 hours of notification. Violating any of the aforementioned advertising rules will result in immediate removal from the Spider affiliate program and forfeiture of any commissions earned but not yet paid by Spider.
   8. Affiliate may develop landing pages on the spidererc.com website, subject to Spider’s approval of the content and form thereof. No misleading or inaccurate statements may be included on the landing pages.  
7. Confidentiality. In the course of the Parties’ business dealings, each party may gain access to confidential and proprietary information belonging to the other party. Such “Confidential Information” includes, but is not limited to, financial, investment, operational, personnel, sales, marketing, creative, managerial, and statistical information, any and all trade secrets, customer lists, or pricing information, and any and all other information that, from its nature and manner of disclosure, a reasonable person would understand to be confidential. Each party will keep this Confidential Information in the strictest confidence, and will not disclose it, or allow it to be disclosed, by any means to any person except with the other party’s approval, and only to the extent necessary to perform its obligations under this Agreement. Parties agree to use the Confidential Information solely for the purpose of performing their obligations under this Agreement and not for any other purpose without prior written approval. The prohibitions and agreements herein also apply to the Parties’ employees, agents, and subcontractors. On termination of this Agreement, each party will delete or return any Confidential Information in its possession. 
8. Non-Solicitation. During the term of this Agreement and continuing for a period of one (1) year after termination of this Agreement, each party shall not contact, solicit, or consult with any prospect, client or customer of the other party for the purpose of causing such prospect, client or customer to obtain products or services. In addition, during the term of this Agreement and continuing for a period of one (1) year after termination of this Agreement, each party shall not directly or indirectly interfere with the business relationship between the other party and any of its clients, customers, employees, or independent contractors. The parties agree that the nature of the limitations upon their activities as specified herein, are reasonable and necessary required to protect the business of the other party.
9. Indemnification. Affiliate shall indemnify, defend, and hold harmless Spider, its affiliates, and their respective officers, employees, and agents against all damages, claims, liabilities, and expenses, including attorneys’ fees and related costs, in any way arising out of Affiliate’s breach hereof, negligence, or willful misconduct; Affiliate’s violation of any applicable law or regulation; or Affiliate’s provision of inaccurate, erroneous, or incomplete information. Affiliate may not settle any potential suit hereunder without Spider’ prior written approval. If Affiliate fails to promptly indemnify and defend a covered claim, Spider shall have the right to defend itself, and in such case, Affiliate shall promptly reimburse Spider for all of Spider’ associated costs and expenses.
10. Entire Agreement. This Agreement constitutes the entire contract and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous letters of intent, agreements, covenants, negotiations, arrangements, communications, representations, understandings, or warranties, whether oral or written, of either Party relating thereto. This Agreement may only be amended or modified by a writing signed by authorized representatives of both Parties. Affiliates shall not enter into any additional contract or agreement with the Clients of Spider without first obtaining prior written approval from Spider.
11. No Waiver. The waiver by Spider of a breach of any provision of this Agreement by Affiliate shall not operate or be construed as a waiver of any subsequent breach by Affiliate.
12. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
13. Governing Law. This Agreement will be governed by the laws of the State of Texas, without regard to its conflict of laws principles. 
14. Signature. This Agreement shall be accepted by the Affiliate upon signing and submission of the onboarding form.