TECH GUARD LABS FOUNDATION

MASTER ELECTRONIC AFFILIATE AND REVENUE ALLOCATION AGREEMENT

THIS ELECTRONIC CONTRACT (the "Agreement") constitutes a legally binding corporate instrument effective immediately upon the digital execution by the user via the proprietary portal of TechGuard Labs Foundation.

BETWEEN:

TECHGUARD LABS FOUNDATION, a Section 8 Company incorporated under the Companies Act, 2013, maintaining its registered corporate office at 395, Sarojini Naidu Road, Siddhapudur, Coimbatore – 641044, Tamil Nadu, India (hereinafter referred to as the "Company");

AND

THE ENROLLED USER, being the individual or corporate entity whose legal identity and operational credentials are authenticated during the digital registration sequence on the Company’s platform (hereinafter referred to as the "Affiliate").

(The Company and the Affiliate are hereinafter collectively referred to as the "Parties" and individually as a "Party".)

RECITALS: A. The Company is a specialized provider of advanced cybersecurity auditing, vulnerability assessments, and compliance consulting. B. The Affiliate operates within a commercial network and seeks to digitally refer prospective enterprise clientele to the Company’s platform. C. The Parties execute this Agreement to codify the operational guidelines, data protection mandates, and multi-tiered financial distributions governing this digital affiliation.

IT IS HEREBY AGREED AS FOLLOWS:

1. STATUTORY ELECTRONIC FORMATION

1.1 Digital Execution (IT Act, 2000): This Agreement is formulated as an electronic click-wrap contract. In strict accordance with Section 10A of the Information Technology Act, 2000, the Affiliate’s affirmative action of checking the requisite consent box and activating the submission control on the Company's portal constitutes a valid, legally enforceable electronic signature. 1.2 Evidentiary Admissibility: The Company shall algorithmically log the Affiliate’s IP address, temporal timestamp, and session metadata at the exact moment of execution. The Parties mutually acknowledge that such cryptographic logs shall operate as conclusive evidentiary proof of contract formation under Section 65B of the Indian Evidence Act, 1872.

2. OPERATIVE DEFINITIONS

• "Authorized Prospect" means a third-party commercial entity submitted exclusively via the Company’s digital portal, provided the Company possesses no prior active commercial nexus with said entity.
• "Realized Conversion" means an Authorized Prospect that successfully executes a definitive commercial contract or purchase order with the Company.
• "Net Cleared Receipts" means the gross funds actually realized and deposited into the Company’s bank accounts stemming from a Realized Conversion, expressly excluding any statutory taxes (including GST), refunds, or third-party pass-through licensing fees.
• "Tier-2 Affiliate" means a secondary referral partner independently sourced and successfully onboarded to the Company's portal directly by the primary Affiliate.

3. REFERRAL PROTOCOL AND COMMERCIAL AUTONOMY

​3.1 Strict Portal Routing: To establish causation and financial entitlement, all prospect data must be submitted through the designated architecture of the Company's portal. Extraneous communications (e.g., verbal introductions, direct emails, or SMS) shall be deemed legally void for the purposes of commission calculation. 3.2 The Exclusivity Lock-In: Upon the Company’s formal digital validation of an Authorized Prospect, the Affiliate is granted a protected lead window of Three (03) months. If a Realized Conversion occurs within this timeframe, the Affiliate’s right to remuneration is absolute. Expiration of this window instantly dissolves the Affiliate's financial nexus to the prospect. 3.3 Absolute Discretion: The Company reserves the unilateral right to determine pricing matrices, negotiate contract terms, or reject any Authorized Prospect based on capacity constraints, conflict of interest, or strategic misalignment.

4. MULTI-TIERED REMUNERATION ARCHITECTURE

​4.1 Direct Origination Commission: For every Realized Conversion directly originating from the Affiliate, the Company shall disburse a contingent commission calculated against the Net Cleared Receipts. The payout structure applies uniformly across all Company services and is predefined as follows:

• Standard Direct Commission: 10%

​4.2 Tier-2 Override Mechanism (Strictly Single-Level): To foster network proliferation, the Affiliate is entitled to an override bonus generated by their directly recruited Tier-2 Affiliates, structured precisely as follows:

• • Direct Payout: The Company shall directly disburse the standard origination commission to the Tier-2 Affiliate who generated the deal.
  • Override Payout: Concurrently, the Company shall remit an override bonus of Two (02) % of the Net Cleared Receipts to the primary Affiliate.
  • Absolute Depth Limitation: This override incentive is strictly capped at one downstream vector. The primary Affiliate possesses zero legal or financial claim to revenues generated by third-tier or subsequent recursive referrals.

​4.3 Annuity Clause (Follow-On Revenues): Should a Realized Conversion execute subsequent contracts or expand their service scope within Three (03) months of their initial billing event, the Affiliate shall remain entitled to proportional commissions on such subsequent Net Cleared Receipts.

5. FINANCIAL SETTLEMENT, KYC, AND STATUTORY COMPLIANCE

​5.1 Settlement Trigger: All financial obligations under this Agreement are strictly contingent upon the Company’s actual receipt of cleared client funds. 5.2 Invoicing and TDS Deduction: Upon digital notification of a settlement trigger, the Affiliate shall generate a compliant tax invoice. The Company shall execute electronic remittance within Thirty (30) business days of invoice validation. The Company retains the absolute right to deduct Tax Deducted at Source (TDS) and any other applicable statutory levies under the Income Tax Act, 1961, prior to disbursement. 5.3 Mandatory KYC & Anti-Money Laundering (AML) Lock: No commissions shall be disbursed until the Affiliate has uploaded verified KYC documentation (PAN, GSTIN if applicable, and certified bank details) matching their registered entity name exactly. The Company reserves the right to freeze funds indefinitely if discrepancies indicating proxy accounts or money laundering risks are detected. 5.4 FEMA & Cross-Border Transmittals: For international Affiliates, all remittances are subject to the Foreign Exchange Management Act (FEMA), 1999, and Reserve Bank of India (RBI) guidelines. The international Affiliate bears sole responsibility for providing valid Tax Residency Certificates (TRC) to claim DTAA benefits. All cross-border banking fees and currency conversion losses shall be borne exclusively by the Affiliate. 5.5 Right of Set-Off: The Company is legally authorized to unilaterally deduct, set-off, or withhold any quantified damages, regulatory fines, or indemnification obligations caused by the Affiliate’s breach of this Agreement directly from any accrued, unpaid commissions. 5.6 No Audit Rights: The Affiliate acknowledges that the Company's internal financial records, client ledgers, and portal analytics are proprietary. The Affiliate possesses no legal right to audit, inspect, or demand the financial ledgers of the Company under any circumstance.

6. DATA PRIVACY AND DPDP ACT (2023) MANDATES

​6.1 Fiduciary Classification: For the purposes of the Digital Personal Data Protection (DPDP) Act, 2023, the Company shall act as the primary Data Fiduciary regarding all corporate contact data injected into the portal. 6.2 Lawful Sourcing Covenant: The Affiliate hereby warrants that all prospect data is acquired lawfully and organically. The Affiliate is strictly prohibited from utilizing illicit data scraping, purchasing unverified contact lists, or employing deceptive data-harvesting methodologies. The Company shall process submitted data strictly for the evaluation of the commercial referral.

7. RESTRICTIVE COVENANTS AND BRAND PROTECTION

​7.1 Anti-Spam Prohibition: The Affiliate shall not initiate unsolicited bulk digital communications (spam) or deploy deceptive algorithmic marketing that artificially inflates referral metrics. 7.2 Intellectual Property & Trademark: The Affiliate is expressly barred from bidding on the Company’s trademarked terms across search engines (e.g., Google Ads), domain squatting, or visually misrepresenting themselves as an official corporate organ of TechGuard Labs Foundation.7.3 Non-Circumvention: During the Exclusivity Lock-In, the Affiliate shall not attempt to directly bypass the Company to execute private cybersecurity engagements with submitted Authorized Prospects. 7.4 Absolute Ownership of Client Nexus: The Parties agree that once an Authorized Prospect executes a contract, the commercial relationship belongs exclusively and perpetually to the Company. The Affiliate waives any right to solicit, transition, or redirect said client to competing cybersecurity providers during or after the term of this Agreement. 7.5 Strict Non-Disparagement: The Affiliate shall not, at any time, publish, communicate, or disseminate any defamatory, derogatory, or disparaging statements regarding the Company, its executives, or its services on any public, private, or digital forum (including social media). Breach of this clause grants the Company the immediate right to seek injunctive relief and liquidated damages.

8. CONFIDENTIALITY

​8.1 Non-Disclosure: The Affiliate acknowledges that they may gain visibility into the Company’s proprietary cybersecurity frameworks, pricing models, and the identity of high-security enterprise clients ("Confidential Information"). The Affiliate shall maintain absolute secrecy of such data and shall not disseminate it to any third party. This obligation shall survive the termination of this Agreement for Three (03) years.

9. RISK ALLOCATION: LIABILITY AND INDEMNITY

​9.1 Unconscionability Shield (Liability Floor/Cap): The Company shall bear no liability for indirect, punitive, or consequential damages (including lost anticipated profits). To ensure statutory validity under the Indian Contract Act, 1872, the Company’s absolute aggregate liability arising from any dispute shall be strictly capped at the total commissions disbursed to the Affiliate in the preceding three (3) months, or a nominal floor of INR 1,00,000, whichever is higher. 9.2 Technological Force Majeure & Portal Uptime: The Company provides the referral portal on an "as-is" basis and guarantees no specific server uptime. The Company bears zero liability for lost commissions, unlogged leads, or financial damages resulting from portal downtime, cloud server outages, cybersecurity incidents, or scheduled maintenance. 9.3 Unilateral Indemnity: The Affiliate agrees to unconditionally indemnify, defend, and hold the Company harmless from any third-party litigation, regulatory DPDP Act penalties, or reputational damages arising directly from the Affiliate’s breach of the Restrictive Covenants or unlawful business practices.

10. TERM, SUSPENSION, AND TERMINATION

​10.1 Duration: This Agreement operates continuously from the execution date until terminated by either Party via a Thirty (30) day written/electronic notice. 10.2 Summary Digital Suspension: The Company reserves the unilateral right to instantly suspend portal access and freeze pending remittances if it detects fraudulent lead generation, data privacy violations, or a breach of the Anti-Spam Prohibition. 10.3 Tail-Period Entitlement: Upon standard termination, the Affiliate retains the right to commission for any pending Authorized Prospects that successfully convert into Realized Conversions within the subsequent One (01) month.

11. GOVERNING LAW AND TIERED DISPUTE RESOLUTION

​11.1 Jurisdiction: This Agreement shall be governed by, and construed in accordance with, the substantive laws of the Republic of India. 11.2 Stamp Duty Evidentiary Compliance: The Parties recognize the validity of electronic contracts. However, to cure any evidentiary defects under the Indian Stamp Act, 1899, the Company reserves the explicit right to halt payouts and compel the Affiliate to execute a digitally stamped (e-stamped) counterpart of this Agreement before releasing any cumulative commissions exceeding INR Three Hundred Thousand (3,00,000). 11.3 Tiered Dispute Matrix: Following a mandatory thirty (30) day good-faith mediation period, any unresolved dispute shall be subject to the following jurisdictional thresholds:

• • Civil Litigation Threshold: If the quantified claim is below INR 3,00,000, the Parties submit to the exclusive jurisdiction of the competent civil courts situated in Coimbatore, Tamil Nadu.
  • Arbitration Threshold: If the quantified claim exceeds INR 3,00,000, the dispute shall be finally resolved by ad-hoc arbitration under the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall consist of a Sole Arbitrator appointed by mutual consent. The legal seat and physical venue of arbitration shall be Coimbatore, Tamil Nadu, and the proceedings shall be conducted in English.

12. GENERAL PROVISIONS

​12.1 Unilateral Amendment: The Company reserves the right to modify the commission structures or legal terms of this Agreement by publishing an updated version on the portal. The Affiliate’s continued submission of new Authorized Prospects following such publication shall constitute binding digital acceptance of the amended terms. 12.2 Severability: If any provision of this Agreement is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable.

18. Acceptance

This Agreement does not require a wet-ink or separately countersigned signature. It is accepted electronically as follows:

1. 18.1 The full text of this Agreement is presented to the prospective Affiliate on Company's online partner portal during registration, with a mandatory checkbox confirming the Affiliate has read and agrees to its terms.

2. 18.2 The Affiliate must affirmatively check that box and click the confirmation button (e.g., "I Agree & Submit Application") before registration can be completed. Registration cannot proceed without this affirmative action.

3. 18.3 Upon acceptance, Company's system logs the date, time, IP address, and version of the Agreement accepted. This record constitutes conclusive evidence of the formation of this Agreement between Company and that Affiliate, absent manifest error.

4. 18.4 Company confirms its own acceptance by activating the Affiliate's account and portal access, and/or by sending a confirmation email to the Affiliate's registered email address.