Business Advisor Agreement

This Nuveda AI Business Advisor Agreement (“Agreement”) is entered into electronically between Nuveda AI LLC(“Nuveda AI,” “Company,” “we,” “us,” or “our”) and the individual electronically accepting this Agreement (“Business Advisor,” “Advisor,” “you,” or “your”).

This Agreement governs appointment to and participation in the Nuveda AI Business Advisor Program (“Program”).

The Business Advisor Program policies expressly identified in this Agreement are incorporated into and form part of this Agreement.

By completing the required electronic acceptance process, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement and the incorporated Program policies.

1. Purpose

Nuveda AI maintains a Business Advisor Program through which qualified and approved independent Business Advisors may identify prospective customers, introduce Nuveda AI products and services, assist with customer discovery, develop legitimate sales opportunities, coordinate with authorized Nuveda AI resources, and perform other approved business-development activities.

The Business Advisor Program is separate from the Nuveda AI Advisor Academy.

Completion of the Academy does not automatically create a Business Advisor relationship.

2. Conditions of Appointment

Before appointment as a Business Advisor, Nuveda AI may require the Advisor to:

successfully complete required Nuveda AI Advisor Academy training;
satisfy applicable qualification requirements;
achieve the required passing score;
complete identity verification through Didit or another authorized provider;
satisfy applicable eligibility requirements;
provide accurate onboarding information;
complete required compliance acknowledgments;
provide payment and tax information where required;
receive Nuveda AI approval; and
electronically accept this Agreement.

No individual is authorized to act as a Nuveda AI Business Advisor until all applicable appointment requirements have been completed.

3. Appointment

Subject to this Agreement, Nuveda AI appoints the Advisor on a non-exclusive, revocable basis to perform authorized Business Advisor activities.

The Advisor accepts that appointment subject to all requirements of this Agreement and the incorporated Program policies.

The Advisor receives no exclusive territory, protected geographic area, guaranteed account base, guaranteed lead allocation, guaranteed customer assignments, or exclusive customer rights unless Nuveda AI expressly agrees otherwise in writing.

Nuveda AI may appoint other Advisors, employees, contractors, partners, resellers, sales representatives, Account Executives, Forward-Deployed Engineers, or other sales resources in any market or geographic area.

4. Independent Contractor Relationship

The Advisor performs authorized activities as an independent contractor and not as an employee of Nuveda AI.

Nothing in this Agreement creates an:

employer-employee relationship;
partnership;
joint venture;
franchise;
fiduciary relationship;
ownership interest;
general agency relationship; or
other relationship except the limited contractual relationship expressly established by this Agreement.

The parties intend to structure and operate their relationship consistently with applicable independent-contractor law.

The actual rights and obligations of the parties, and not merely the title used in this Agreement, determine legal classification.

5. No Employee Benefits

The Advisor is not entitled solely by participation in the Program to:

salary;
wages;
overtime;
paid time off;
health insurance;
retirement benefits;
workers’ compensation benefits;
unemployment benefits;
or other employee benefits,

except to the extent applicable law independently requires otherwise.

6. Free Participation

Nuveda AI does not require an Advisor to pay:

an Academy fee;
training fee;
certification fee;
participation fee;
starter-kit fee;
lead fee;
mandatory subscription fee;
or similar required payment

merely to become or remain a Business Advisor under the current Program structure.

The Advisor is not required to purchase Nuveda AI subscriptions, credits, products, inventory, marketing packages, or other Nuveda AI products or services merely to participate in the Program.

Any voluntary business expenses incurred by the Advisor are the Advisor’s responsibility unless Nuveda AI expressly agrees otherwise.

7. No Recruitment-Based Compensation

Nuveda AI compensation is based on eligible customer business under the applicable commission rules.

Nuveda AI does not compensate Business Advisors merely for recruiting additional individuals into the Academy or Business Advisor Program.

No Advisor may promise compensation merely for:

joining the Academy;
completing the Academy;
becoming certified;
becoming a Business Advisor; or
recruiting other Advisors.

8. Authorized Business Advisor Activities

Authorized Business Advisor activities may include:

identifying legitimate prospective customers;
introducing prospective customers to Nuveda AI;
conducting preliminary discovery;
explaining approved Nuveda AI products and services;
providing approved sales materials;
identifying potential business use cases;
facilitating demonstrations or meetings;
coordinating with Nuveda AI personnel;
involving Forward-Deployed Engineer or technical resources where appropriate;
supporting legitimate sales opportunities;
assisting with approved customer communications; and
performing other activities expressly authorized by Nuveda AI.

The Advisor must perform all activities professionally, honestly, lawfully, and in accordance with current approved Nuveda AI information.

9. Limited Authority

The Advisor has only the authority expressly granted by Nuveda AI.

The Advisor may not:

sign contracts on behalf of Nuveda AI;
bind Nuveda AI to an obligation;
modify Nuveda AI contracts;
modify pricing without authorization;
issue unauthorized discounts;
extend credit on behalf of Nuveda AI;
guarantee refunds;
guarantee implementation timelines;
guarantee product functionality;
guarantee earnings or customer results;
make warranties on behalf of Nuveda AI;
incur debt in Nuveda AI’s name;
open financial accounts for Nuveda AI;
accept legal service on behalf of Nuveda AI;
hire individuals on behalf of Nuveda AI;
collect customer money except through an authorized Nuveda AI process;
enter partnerships in Nuveda AI’s name; or
represent that the Advisor has broader authority than has actually been granted.

All customer contracts remain subject to Nuveda AI approval and acceptance.

10. Business Advisor Title

An approved Advisor may identify themselves as a:

Nuveda AI Business Advisor

only while their Business Advisor status remains active and authorized.

The title does not mean that the Advisor is an:

employee;
corporate officer;
executive;
member;
owner;
director;
attorney;
accountant;
Forward-Deployed Engineer;
compliance officer;
security officer; or
other corporate representative

unless separately and expressly appointed to such a role.

11. Nuveda AI Trademarks and Branding

During active participation, Nuveda AI may grant the Advisor a limited, revocable, non-transferable, non-exclusive license to use designated Nuveda AI names, logos, marks, certifications, sales materials, and branding solely for authorized Program activities.

All goodwill arising from authorized use belongs to Nuveda AI.

The Advisor may not:

alter Nuveda AI trademarks without approval;
register confusingly similar names or domains;
create unauthorized official-looking Nuveda AI websites;
create unauthorized social-media accounts implying corporate ownership;
use Nuveda AI branding after authorization ends;
sublicense Nuveda AI branding;
create misleading credentials; or
imply endorsement or authority beyond the Business Advisor appointment.

12. Approved Sales Representations

Advisors must use current, accurate, and approved information when discussing Nuveda AI.

An Advisor must not knowingly or recklessly make false, misleading, deceptive, outdated, exaggerated, or unsubstantiated claims concerning:

Nuveda AI capabilities;
artificial intelligence models;
API functionality;
MCP functionality;
integrations;
pricing;
credits;
savings;
performance;
customer outcomes;
security;
privacy;
SOC 2 status;
GDPR;
regulatory compliance;
data residency;
uptime;
implementation timelines;
future functionality;
earnings opportunities; or
any other material aspect of Nuveda AI.

If an Advisor does not know whether a statement is accurate, the Advisor should obtain clarification from Nuveda AI rather than speculate.

13. No Unauthorized Earnings Claims

The Advisor may accurately describe Nuveda AI’s approved commission structure using current Company-approved information.

The Advisor may not state or imply that another Advisor or prospective Advisor:

will earn a particular amount;
is likely to earn a particular amount;
will replace existing income;
will achieve financial independence;
will earn passive income;
will make guaranteed recurring income;
will achieve a particular lifestyle;
will obtain customers automatically; or
will achieve any other guaranteed financial result.

Statements concerning the commission rate itself do not constitute a guarantee that commissionable sales will occur.

14. Commission Structure

Subject to this Agreement and the Commission & Customer Attribution Policy, eligible Business Advisors may earn:

30% recurring commission on eligible customer accounts.

The phrase “30% recurring commission” does not mean that every payment received by Nuveda AI is commissionable.

The Commission & Customer Attribution Policy determines:

Eligible Commissionable Revenue;
customer attribution;
when a commission becomes Earned;
payment timing;
exclusions;
adjustments;
refunds;
credits;
chargebacks;
payment failures;
taxes;
discounts;
duplicate leads;
existing customers;
FDE or other approved commission splits;
upgrades;
downgrades;
cancellations;
disputes;
Active Advisor requirements;
termination consequences; and
other commission rules.

15. No Lifetime or Perpetual Commission Promise

Nothing in this Agreement creates a:

lifetime commission;
perpetual commission;
permanent commission;
irrevocable future commission;
vested future commission;
guaranteed recurring income; or
unconditional right to future commission.

Recurring commission eligibility exists only as expressly established by this Agreement, the incorporated Program policies, and applicable law.

This section does not eliminate commissions that have already become legally Earned or that applicable law requires Nuveda AI to pay.

16. When a Commission Becomes Earned

A commission becomes Earned only when the applicable conditions established in the Commission & Customer Attribution Policy have been satisfied.

Those conditions may include:

valid Advisor attribution;
acceptance of the customer by Nuveda AI;
an eligible transaction;
actual receipt of cleared customer payment by Nuveda AI;
absence of fraud;
application of legitimate refunds or adjustments;
and satisfaction of other applicable eligibility requirements.

A lead registration, verbal commitment, proposal, invoice, pending subscription, unpaid invoice, unsuccessful payment, or uncollected revenue does not automatically create an Earned Commission.

17. Pending Commissions

A commission may appear as pending before it becomes Earned.

Pending commissions may remain subject to:

payment clearance;
refunds;
chargebacks;
fraud review;
customer cancellation;
attribution review;
billing corrections;
discounts;
credits;
duplicate-account review; or
other legitimate conditions.

A Pending Commission is not necessarily an Earned Commission.

18. Future Recurring Commissions

A commission earned on one customer payment does not automatically mean commissions on all future customer payments have already become Earned.

Each future recurring payment remains subject to applicable Program requirements and commission eligibility conditions.

19. Commission Payment

Nuveda AI will maintain reasonable records of eligible commissions.

Payments will be issued according to the timing and procedures stated in the Commission & Customer Attribution Policy.

The Advisor is responsible for maintaining accurate payment and tax information.

Nuveda AI will comply with applicable laws governing payment of commissions.

20. Refunds, Chargebacks, Reversals, and Credits

Commission calculations may be adjusted for:

customer refunds;
chargebacks;
disputed transactions;
reversed payments;
fraudulent transactions;
promotional credits;
billing errors;
duplicate payments;
unpaid invoices; or
other legitimate adjustments.

Where a commission has already been paid on revenue later reversed or determined not to have been eligible, Nuveda AI may recover or offset the corresponding amount where permitted by law and applicable Program policies.

21. Commission Splits

Some opportunities may involve multiple authorized contributors.

Nuveda AI may establish an approved commission split involving:

another Business Advisor;
Forward-Deployed Engineer (“FDE”);
Account Executive;
internal sales resource; or
another authorized participant.

Unless Nuveda AI expressly provides otherwise, participation by multiple individuals does not automatically create a separate full 30% commission for each individual.

22. Customer Attribution

Customer attribution is governed by the:

Commission & Customer Attribution Policy; and
Lead Registration & Customer Ownership Policy.

Nuveda AI may consider:

lead-registration records;
timestamps;
CRM activity;
customer communications;
meetings;
discovery activity;
referrals;
proposals;
customer confirmation;
existing Company relationships;
previous Advisor involvement;
FDE involvement;
other sales-resource involvement; and
other reliable evidence.

23. Customer Relationship

Customers acquired through the Program enter into their contractual relationship with Nuveda AI, not with the Advisor personally.

The Advisor’s interest in a customer is limited to contractual attribution and commission rights expressly provided under this Agreement and incorporated Program policies.

The Advisor does not acquire ownership of:

customer accounts;
customer contracts;
customer records;
customer data;
subscription relationships;
customer payment information; or
Nuveda AI goodwill.

24. Customer Data

The Advisor may access customer or prospect information only where:

Nuveda AI has authorized the access;
the information is reasonably necessary for authorized Business Advisor activities; and
the Advisor complies with applicable privacy, security, confidentiality, and data-handling requirements.

Customer data may not be:

sold;
copied for unrelated purposes;
disclosed without authorization;
retained beyond legitimate need;
uploaded to unauthorized systems;
used to compete against Nuveda AI;
used for unrelated marketing; or
otherwise misused.

Additional requirements are established in the Customer Data & Security Policy.

25. Confidentiality

The Advisor may receive confidential information belonging to Nuveda AI, customers, prospects, service providers, or business partners.

Confidential information may include:

non-public technical information;
product roadmaps;
business strategies;
customer information;
pricing strategies;
internal processes;
security information;
architecture;
internal documentation;
proprietary sales materials;
commission information;
business plans;
financial information;
partner information; and
other information reasonably understood to be confidential.

The Advisor must protect confidential information using reasonable care and may use it only for authorized purposes.

Confidentiality obligations survive termination of this Agreement.

26. Intellectual Property

Nuveda AI retains all ownership rights in its:

software;
platform;
technology;
artificial intelligence systems;
workflows;
APIs;
MCP resources;
documentation;
Academy materials;
sales materials;
trademarks;
copyrights;
databases;
designs;
content;
proprietary methodologies; and
other intellectual property.

No ownership interest is transferred to the Advisor.

27. Compliance with Law

The Advisor must comply with applicable laws and regulations when performing Business Advisor activities.

This may include applicable requirements concerning:

advertising;
consumer protection;
privacy;
data protection;
electronic communications;
anti-spam laws;
telemarketing;
anti-bribery;
anti-corruption;
sanctions;
export controls;
unfair or deceptive practices;
intellectual property;
confidentiality; and
tax obligations.

28. Email, Text, and Outbound Communications

The Advisor must comply with applicable laws and Nuveda AI policies governing commercial communications.

The Advisor may not use:

unlawful spam;
deceptive subject lines;
falsified sender information;
unlawful automated texting;
unlawful robocalling;
prohibited purchased contact lists;
harvested email addresses; or
other prohibited communication practices.

Advisors may use social media for authorized Business Advisor activities subject to the Advertising, Social Media & Claims Policy.

An Advisor may not create an account or page that falsely appears to be an official Nuveda AI corporate account.

30. Conflicts of Interest

The Advisor must disclose material conflicts of interest that could reasonably affect the Advisor’s responsibilities to Nuveda AI or customers.

The Advisor may engage in other lawful business activities provided those activities do not involve:

misuse of Nuveda AI confidential information;
misuse of customer data;
intentional diversion of Nuveda AI opportunities;
infringement of Nuveda AI intellectual property; or
another material breach of this Agreement.

31. Taxes

The Advisor is responsible for taxes arising from compensation paid to the Advisor, except taxes Nuveda AI is legally required to withhold or pay.

Nuveda AI may require appropriate tax documentation before issuing payments.

32. Expenses

Except where Nuveda AI expressly approves an expense in writing, the Advisor is responsible for ordinary expenses associated with Business Advisor activities.

The Advisor may not incur expenses on Nuveda AI’s behalf without prior authorization.

33. Active Advisor Status

Continued participation in the Program may require maintaining Active Advisor Status.

Active-status requirements are governed by the Active Advisor & Inactivity Policy.

Factors may include:

maintaining current contact information;
remaining responsive to material Company communications;
maintaining required certification;
completing mandatory compliance updates;
maintaining account security;
engaging in bona fide Business Advisor activity; and
satisfying other reasonable Program requirements.

A lack of immediate sales alone does not necessarily constitute inactivity.

34. 90-Day Inactivity Framework

The current Program framework considers approximately 90 consecutive calendar days without Qualifying Advisor Activity as potential inactivity.

Qualifying Advisor Activity may include:

legitimate prospecting;
documented customer communications;
active opportunity development;
discovery meetings;
approved follow-up;
FDE coordination;
authorized customer activity;
required Academy or compliance training;
Advisor Center activity; or
other legitimate Business Advisor activity recognized by Nuveda AI.

The detailed notice, cure, exception, and reactivation rules are governed by the Active Advisor & Inactivity Policy.

35. Effect of Inactivity

Inactivity may result in:

Inactive Status;
suspension of new lead assignment;
restriction of new lead registration;
restriction of new opportunity attribution;
reassignment of dormant opportunities;
recertification requirements;
restriction of Advisor Center privileges;
suspension; or
termination where permitted.

Inactivity does not automatically erase commissions already legally Earned.

36. Suspension

Nuveda AI may suspend some or all Advisor privileges where reasonably necessary to investigate or address:

fraud;
theft;
customer-data misuse;
security incidents;
impersonation;
commission manipulation;
falsified transactions;
identity fraud;
serious customer complaints;
unauthorized access;
material misrepresentation;
bribery;
harassment;
legal violations;
misuse of confidential information;
significant reputational harm; or
other serious misconduct.

Suspension does not necessarily constitute a final determination of wrongdoing.

37. Termination

Nuveda AI may terminate the Advisor relationship as permitted by this Agreement, the Suspension & Termination Policy, and applicable law.

Termination may result from:

prolonged inactivity;
material breach;
fraud;
serious misconduct;
customer-data misuse;
serious security violations;
deceptive advertising;
unauthorized earnings claims;
falsification;
misuse of Nuveda AI intellectual property;
or other legitimate grounds.

38. Termination for Inactivity

Termination solely for inactivity is governed by the Active Advisor & Inactivity Policy.

Ordinary inactivity does not automatically constitute fraud, misconduct, or malfeasance.

39. Immediate Termination

Nuveda AI may terminate immediately where the nature of the conduct reasonably makes an opportunity to cure inappropriate.

Examples may include:

intentional fraud;
theft;
fabricated customers;
fabricated transactions;
stolen payment information;
intentional commission manipulation;
serious customer-data misuse;
deliberate identity fraud;
bribery or corruption;
intentional security compromise;
serious threats;
deliberate disclosure of highly confidential information;
intentional unauthorized contractual commitments;
intentional falsification of Company records; or
other comparably serious misconduct.

40. Commissions After Termination

Termination does not automatically eliminate a commission that has already become legally Earned where applicable law requires payment.

Termination may end eligibility for future commissions that have not yet become Earned, subject to:

this Agreement;
the Commission & Customer Attribution Policy;
the reason for termination;
the timing of the underlying transaction;
the Suspension & Termination Policy;
and applicable law.

Nothing in this Agreement guarantees recurring commissions following termination.

41. Pending Commissions After Termination

A Pending Commission at the time of termination will be reviewed according to:

valid customer attribution;
status of the transaction;
customer payment;
refund or chargeback status;
fraud review;
reason for termination;
applicable earning requirements; and
applicable law.

Pending does not automatically mean Earned or forfeited.

42. Effect of Termination

Upon termination or resignation, the Advisor must immediately cease representing themselves as an active Nuveda AI Business Advisor.

Nuveda AI may terminate or restrict access to:

Advisor Center;
Advisor credentials;
Nuveda AI email accounts or aliases;
CRM systems;
sales systems;
customer records;
internal communications;
confidential resources;
Nuveda AI branding;
Advisor badges; and
other restricted systems.

43. Customer and Opportunity Transition

Upon resignation, suspension, inactivity, or termination, Nuveda AI may reassign:

customer servicing;
leads;
open opportunities;
discovery responsibilities;
FDE coordination;
onboarding responsibilities; and
related account responsibilities

as reasonably necessary to protect customers and maintain Company operations.

Operational reassignment does not automatically determine commission entitlement.

44. Return and Deletion of Information

Upon termination or Nuveda AI request, the Advisor must reasonably:

stop accessing Company systems;
return Company property;
delete unauthorized local copies of customer information;
delete confidential Company files no longer authorized;
remove Company accounts from personal devices where required;
cease using Nuveda AI email or aliases;
return customer records where appropriate; and
comply with reasonable offboarding instructions.

45. Recordkeeping

Nuveda AI may maintain Program records concerning:

appointment;
identity verification;
training;
certification;
leads;
customer attribution;
Advisor activity;
commissions;
payments;
policy acceptance;
compliance;
security;
suspension;
termination; and
other legitimate Program administration.

46. Investigations

Nuveda AI may conduct reasonable investigations into suspected violations of this Agreement or incorporated Program policies.

The Advisor agrees to reasonably cooperate with legitimate investigations where lawful and appropriate.

47. Commission Disputes

An Advisor who believes a commission calculation or attribution decision is incorrect should submit a written dispute through Nuveda AI’s designated process.

The Advisor should identify:

the customer or transaction;
disputed amount or attribution;
basis of the dispute; and
available supporting documentation.

No internal dispute procedure eliminates rights that cannot lawfully be waived.

48. Indemnification

To the extent permitted by law, the Advisor agrees to defend, indemnify, and hold harmless Nuveda AI and its applicable affiliates, officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, judgments, penalties, costs, and reasonable attorneys’ fees arising from the Advisor’s:

unlawful conduct;
material breach of this Agreement;
unauthorized representations;
fraudulent conduct;
unauthorized use or disclosure of customer information;
infringement caused by materials independently created or supplied by the Advisor;
unauthorized contractual commitments; or
violations of applicable advertising or communications laws.

Nothing in this section requires indemnification where prohibited by applicable law.

49. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUVEDA AI AND ITS APPLICABLE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT.

EXCEPT FOR COMMISSIONS OR OTHER AMOUNTS THAT NUVEDA AI IS LEGALLY REQUIRED TO PAY, NUVEDA AI’S AGGREGATE LIABILITY ARISING DIRECTLY FROM THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

(A) ONE THOUSAND U.S. DOLLARS ($1,000); OR

(B) COMMISSIONS ACTUALLY PAID TO THE ADVISOR DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this section limits liability where prohibited by law.

50. No Guarantee of Program Continuation

Nuveda AI may evolve the Business Advisor Program as its business changes.

Subject to applicable contractual and legal requirements, Nuveda AI may modify:

training;
qualification;
internal systems;
lead processes;
product offerings;
branding;
Program structure;
operational procedures; and
future commission rules.

Nuveda AI will not retroactively reduce a commission that has already become legally Earned.

51. Changes to Commission Terms

Nuveda AI may modify commission terms prospectively where permitted by law.

Material changes to the commission rate or substantial eligibility requirements applicable to existing Advisors should be communicated in advance and may require renewed electronic acceptance.

Changes will not retroactively reduce commissions already legally Earned before the effective date of the change.

52. Incorporated Business Advisor Program Policies

The following policies are expressly incorporated into and form part of this Agreement:

Commission & Customer Attribution Policy
Active Advisor & Inactivity Policy
Suspension & Termination Policy
Advisor Code of Conduct
Advertising, Social Media & Claims Policy
Customer Data & Security Policy
Lead Registration & Customer Ownership Policy
Earnings & Opportunity Disclosure

The Advisor must be provided reasonable access to these incorporated policies before electronically accepting this Agreement.

The incorporated policies do not require separate individual checkboxes or separate signatures.

53. Order of Precedence

If an incorporated Program policy directly conflicts with this Agreement concerning a material contractual provision, this Agreement controls unless:

this Agreement expressly states that the applicable policy controls the particular subject; or
a later amendment validly accepted by the Advisor expressly modifies this Agreement.

Incorporated policies may provide additional operational detail consistent with this Agreement.

54. Policy Changes

Nuveda AI may prospectively update incorporated Program policies where reasonably necessary to address:

Program operations;
technology;
security;
legal requirements;
compliance;
customer needs;
fraud prevention;
administrative procedures;
or legitimate business needs.

Material changes affecting substantial contractual rights should be communicated appropriately and may require renewed electronic acceptance where required.

Nuveda AI will not use a policy update merely to retroactively eliminate an Earned Commission.

55. Electronic Communications

The Advisor consents to receive Program-related:

agreements;
notices;
disclosures;
policies;
commission statements;
compliance notices;
security notices;
training requirements;
suspension notices;
termination notices; and
other Program communications

electronically where permitted by law.

56. Electronic Records

Nuveda AI may retain electronic records relating to this Agreement and incorporated policies, including:

Advisor or user ID;
Advisor name;
email address;
Agreement version;
incorporated policy versions;
date and time presented;
date and time accepted;
electronic acceptance event;
identity-verification status;
account records;
IP address or device information where appropriate; and
other reasonable evidence of acceptance.

57. Notices

Program notices may be delivered through reasonable methods including:

email;
Advisor Center;
account notification;
electronic document delivery; or
another designated communication method.

Legal notices requiring a specific method will be handled as required by applicable law or this Agreement.

58. Governing Law

Except where applicable law requires otherwise, this Agreement is governed by the laws of the State of North Carolina, without regard to conflict-of-law principles.

59. Venue

To the extent a dispute is properly brought in court and applicable law permits the parties to agree to venue, the parties consent to appropriate state or federal courts located in or serving Mecklenburg County, North Carolina.

Nothing in this section eliminates rights that applicable law makes non-waivable.

60. Good-Faith Dispute Resolution

Before initiating formal litigation, the parties should make a reasonable good-faith effort to resolve the dispute informally where practicable.

Either party may provide written notice describing the dispute and requested resolution.

Nothing in this section prevents either party from:

seeking emergency or injunctive relief;
preserving a limitations period;
reporting unlawful conduct;
exercising statutory rights; or
pursuing rights that cannot lawfully be restricted.

61. No Waiver of Non-Waivable Rights

Nothing in this Agreement waives or limits any right that cannot lawfully be waived.

If applicable law provides the Advisor or Nuveda AI with non-waivable rights or remedies, those rights and remedies remain available.

62. Severability

If a provision is determined to be unlawful, invalid, or unenforceable, that provision will be enforced to the maximum extent legally permissible or severed as appropriate.

The remaining provisions will remain in effect.

63. No Waiver

Failure by Nuveda AI to enforce a provision on one occasion does not automatically waive the right to enforce it later.

64. Assignment

The Advisor may not assign, sell, delegate, or transfer:

this Agreement;
Business Advisor status;
customer attribution rights;
Program access; or
other rights under the Program

without Nuveda AI’s prior written authorization.

Nuveda AI may assign this Agreement in connection with a lawful:

merger;
acquisition;
financing;
corporate reorganization;
sale of assets;
change of control; or
transfer of the Program,

subject to applicable law.

65. Survival

Provisions that by their nature should survive termination will survive, including provisions relating to:

Earned Commission obligations;
confidentiality;
intellectual property;
customer data;
taxes;
indemnification;
limitation of liability;
dispute resolution;
governing law;
post-termination obligations; and
accrued rights.

66. Entire Agreement

This Agreement together with the incorporated Business Advisor Program policies constitutes the agreement between Nuveda AI and the Advisor concerning the Business Advisor relationship and the subjects addressed herein.

It supersedes inconsistent prior oral or written representations concerning those subjects.

The Academy Terms govern Academy participation and do not themselves create Business Advisor appointment or commission rights.

67. No Reliance on Unauthorized Representations

The Advisor acknowledges that unauthorized oral statements, private messages, advertisements, promises, or representations made by another Advisor or unauthorized person do not modify this Agreement.

Material modifications to this Agreement must occur through an authorized Nuveda AI process.

68. Electronic Acceptance

A required affirmative electronic acceptance is required for this Business Advisor Agreement.

No handwritten signature or paper execution is required.

Before activation as a Nuveda AI Business Advisor, Nuveda AI will require the Advisor to affirmatively select an unchecked checkbox, acceptance button, or comparable electronic control indicating agreement to this Agreement.

By completing the designated electronic acceptance process, the Advisor:

electronically accepts this Business Advisor Agreement;
electronically accepts the incorporated Business Advisor Program policies identified in Section 52;
intends to be legally bound by this Agreement and the incorporated policies;
consents to the use of electronic records to evidence acceptance; and
confirms that the Advisor had an opportunity to review this Agreement and incorporated policies before acceptance.

The incorporated Program policies do not require separate individual checkboxes or separate signatures.

69. Electronic Acknowledgment

By electronically accepting the Nuveda AI Business Advisor Agreement, the Advisor acknowledges and agrees that:

participation in the Business Advisor Program is currently free;
no purchase of Nuveda AI products or services is required merely to participate as a Business Advisor;
the Advisor participates as an independent contractor and not as an employee;
the Advisor has no authority to bind Nuveda AI except where expressly authorized;
Nuveda AI does not guarantee leads, customers, sales, commissions, employment, or income;
eligible Business Advisors may earn a 30% recurring commission on eligible customer accounts, subject to this Agreement and the incorporated Program policies;
“30% recurring” does not mean commission for life, lifetime commission, perpetual commission, permanent residual income, or guaranteed future income;
commissions are calculated using Eligible Commissionable Revenue under the Commission & Customer Attribution Policy;
registering a lead does not automatically create an Earned Commission;
a future recurring commission is not necessarily Earned merely because an earlier commission from the same customer became Earned;
refunds, chargebacks, payment failures, invalid transactions, customer cancellations, downgrades, discounts, credits, and approved commission splits may affect commission amounts;
approximately 60 consecutive days without meaningful opportunity progress may result in review of an individual opportunity for dormancy, subject to legitimate exceptions;
approximately 90 consecutive days without Qualifying Advisor Activity may result in Inactive Status under the Active Advisor & Inactivity Policy;
inactivity may affect future Program privileges and future commission eligibility but does not automatically erase commissions already legally Earned;
Nuveda AI maintains and administers customer relationships, while Advisor attribution and commission rights are contractual rights governed by this Agreement;
customer attribution does not create lifetime customer ownership;
Advisors must comply with advertising, earnings-claim, customer-data, security, confidentiality, conduct, lead-registration, and other incorporated Program requirements;
serious misconduct may result in immediate suspension or termination;
termination may end eligibility for future recurring commissions that have not become Earned, subject to applicable Program terms and law;
termination does not automatically eliminate a commission already legally Earned where payment is required by this Agreement or applicable law;
Nuveda AI may prospectively update Program policies as permitted by this Agreement;
material changes to substantial contractual rights may require additional notice or renewed electronic acceptance;
the Advisor has been provided an opportunity to review this Agreement and all incorporated Program policies before acceptance; and
electronic acceptance is intended to have the same legal effect as execution of a written agreement to the extent permitted by applicable law.

Required Business Advisor Acceptance

☐ I have read and agree to the Nuveda AI Business Advisor Agreement and the Business Advisor Program policies incorporated into it, including the Commission & Customer Attribution Policy, Active Advisor & Inactivity Policy, Suspension & Termination Policy, Advisor Code of Conduct, Advertising, Social Media & Claims Policy, Customer Data & Security Policy, Lead Registration & Customer Ownership Policy, and Earnings & Opportunity Disclosure.

Business Advisor activation may not proceed until this checkbox is affirmatively selected.

NUVEDA AI LLC Nuveda AI Business Advisor Program Huntersville, North Carolina, United States