NOVEL FUNDING AFFILIATE AGREEMENT

This Affiliate Agreement (the "Agreement") is entered into between Novel Funding Inc., a Delaware corporation ("Novel Funding"), and the person or entity who enrolls in and electronically accepts this Agreement ("Affiliate"). The "Effective Date" is the date Affiliate electronically accepts this Agreement by enrolling in the Novel Funding affiliate program (the "Program"). Novel Funding and Affiliate may be referred to individually as a "Party" and collectively as the "Parties."

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Affiliate Information

The following information is collected electronically when Affiliate enrolls in the Program and forms part of this Agreement:

Legal name
Business name, if different
Entity type and state of formation
Phone
Email
Tax ID / W-9 status

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1. Purpose

Novel Funding operates a business funding referral and affiliate program. Affiliate desires to refer merchants and, where applicable, other affiliates to Novel Funding. Novel Funding desires to compensate Affiliate for qualified referrals that result in funded transactions, subject to this Agreement and any commission schedule or written program guidelines issued by Novel Funding.

2. Definitions

2.1 "Affiliate" means the party enrolled in the Program under this Agreement.

2.2 "Affiliate Link" means a tracking link, code, form, dashboard, or other referral method issued or approved by Novel Funding.

2.3 "Applicant" or "Merchant" means a business or business owner seeking funding or related services.

2.4 "Funded Deal" means a transaction in which a Merchant receives funding through Novel Funding or a funding source arranged through Novel Funding, and Novel Funding receives cleared compensation for that transaction.

2.5 "Net Commission" means the gross commission, fee, or other transaction compensation actually received by Novel Funding for a Funded Deal, less refunds, chargebacks, clawbacks, bank fees, processing fees, third-party pass-through costs, and other transaction-specific deductions. Bonuses, contests, volume incentives, and similar amounts paid to Novel Funding are excluded unless Novel Funding agrees in writing.

2.6 "Qualified Merchant Referral" means a Merchant referred by Affiliate through an approved tracking method, who is not already in Novel Funding's active database or pipeline unless Novel Funding credits the referral in writing, who is not Affiliate or an entity or person related to or controlled by Affiliate (see Section 4.5), and whose application complies with this Agreement.

2.7 "Referred Affiliate" means an affiliate, other than Affiliate itself or any alias or commonly controlled account of Affiliate (see Section 4.5), that joins Novel Funding through Affiliate's approved tracking method or is otherwise credited to Affiliate in writing by Novel Funding.

2.8 "Program Materials" means Novel Funding trademarks, text, landing pages, forms, tracking links, dashboards, marketing language, training materials, and related materials supplied or approved by Novel Funding.

3. Enrollment and Account Access

3.1 Application and Approval. Participation is subject to Novel Funding's review and approval. Novel Funding may accept, reject, suspend, or revoke an affiliate account at its discretion, including where traffic sources, marketing methods, identity, compliance history, or referral quality raise concerns.

3.2 Dashboard and Communications. Novel Funding may provide Affiliate with access to a tracking dashboard, deal status updates, and file-level communications. Affiliate shall keep login credentials secure and shall immediately notify Novel Funding of any unauthorized access.

3.3 One Account Per Affiliate. Affiliate shall maintain only one affiliate account unless Novel Funding approves additional accounts in writing. Affiliate shall not create or operate duplicate, alias, or undisclosed commonly controlled accounts to obtain credit, attribution, or compensation to which Affiliate would not otherwise be entitled.

3.4 No Guarantee of Funding. Novel Funding does not guarantee that any Applicant will qualify for funding, accept an offer, or be funded. All funding decisions are made by Novel Funding, its funding partners, lenders, brokers, or other providers in their discretion.

4. Referral Tracking and Attribution

4.1 Primary Tracking Method. Affiliate shall use the Affiliate Link or other approved method supplied by Novel Funding. Novel Funding's records will control tracking and attribution unless Novel Funding determines that an error occurred.

4.2 Heads Up Submissions. Affiliate may submit advance notice of a prospective Merchant through Novel Funding's approved "Heads Up" or similar process. Unless Novel Funding states otherwise in writing, a Heads Up entry is limited to five (5) active businesses at a time, expires approximately seventy-two (72) hours after submission, and must include enough information for Novel Funding to reasonably match the Applicant if the Applicant later applies.

4.3 Duplicate or Conflicting Referrals. If more than one person or entity claims the same Applicant, Novel Funding may determine attribution based on tracking data, timing, prior relationship, Merchant confirmation, documents submitted, and other relevant information. Novel Funding's good-faith determination will be final.

4.4 Previously Known Applicants. No commission is owed for Applicants already known to, active with, or previously funded by Novel Funding unless Novel Funding expressly credits the referral in writing.

4.5 No Self-Referral or Self-Dealing. Affiliate may not submit, enroll, or receive credit or compensation for any referral in which Affiliate is, in substance, referring itself. Specifically:

(a) No referring your own deal. Affiliate may not submit, as a Merchant referral, Affiliate's own business or any Applicant or Merchant that is Affiliate, an owner, principal, officer, or employee of Affiliate, a family member of any of the foregoing, or any entity owned or controlled by, under common control with, or commonly affiliated with Affiliate. A Merchant may not enroll as an Affiliate for the purpose of submitting its own deal.

(b) No enrolling under yourself. Affiliate may not enroll itself as its own Referred Affiliate, and may not register, operate, or use any alias, duplicate, family member, or commonly controlled account to appear as a Referred Affiliate of Affiliate. No Tier 2 bonus is earned on Affiliate's own enrollment, accounts, or activity.

(c) Effect. Any referral or enrollment that violates this Section is void and ineligible for any commission or bonus, and Novel Funding may reverse, offset, or withhold related amounts and may suspend or terminate Affiliate under Section 11. Novel Funding may require Affiliate to disclose ownership, control, and family relationships relevant to applying this Section.

5. Compensation

5.1 Tier 1 Merchant Referral Commission. For each Qualified Merchant Referral that becomes a Funded Deal, Novel Funding shall pay Affiliate fifty percent (50%) of Net Commission, unless a different written commission schedule applies. Any examples, averages, or estimates shown in marketing materials are illustrative only and are not guarantees.

5.2 Tier 2 Referred Affiliate Bonus. For Funded Deals generated by a Referred Affiliate, Novel Funding shall pay Affiliate a referral bonus equal to ten percent (10%) of the commission otherwise payable by Novel Funding to that Referred Affiliate for the applicable Funded Deal, unless a different written schedule applies. This bonus is paid by Novel Funding as an additional override and is not deducted from amounts payable to the Referred Affiliate.

5.3 Eligibility Conditions. No commission or bonus is earned unless: (a) Novel Funding approves the referral, (b) the deal funds, (c) Novel Funding receives cleared compensation, (d) the applicable clawback or hold period has expired or Novel Funding elects to advance payment, (e) Affiliate is not in breach of this Agreement, (f) Affiliate has provided all required tax and payment information, and (g) the referral does not violate the no self-referral or self-dealing rule in Section 4.5.

5.4 Payment Timing, No Clawback. If a Funded Deal is not subject to a funder clawback or holdback, Novel Funding will use commercially reasonable efforts to pay the eligible commission within approximately three (3) business days after Novel Funding receives cleared compensation and confirms eligibility.

5.5 Payment Timing, Clawback or Holdback. If a Funded Deal is subject to a funder clawback, reserve, holdback, minimum repayment requirement, or similar condition, Novel Funding may hold payment until the applicable period or condition ends. Novel Funding will provide the expected payout timing when reasonably available.

5.6 Accelerated Payments. Novel Funding may, in its discretion, accelerate payment for Affiliates with strong referral quality and low default history. Accelerated payment does not waive Novel Funding's clawback rights.

5.7 Clawbacks and Repayment. If Novel Funding pays Affiliate and any related compensation is later reversed, clawed back, refunded, offset, or otherwise not retained by Novel Funding, Affiliate shall repay the affected amount within five (5) business days after written notice. Novel Funding may offset the amount against future commissions or pursue collection, including reasonable attorneys' fees and costs where permitted by law.

5.8 No Merchant Fees by Affiliate. Affiliate shall not charge an Applicant or Merchant any broker fee, consulting fee, application fee, processing fee, upfront fee, or other charge related to Novel Funding or any referral without Novel Funding's prior written approval. Violation is a material breach and may result in forfeiture of unpaid commissions.

5.9 Taxes. Affiliate is responsible for all taxes on amounts paid under this Agreement. Novel Funding requires a completed Form W-9 or other required tax documentation before making any payment under this Agreement.

5.10 Changes to Commission Terms. Novel Funding may update commission schedules, payout methods, eligibility rules, and program guidelines upon written notice. Changes will apply only to referrals submitted after the stated effective date unless the Parties agree otherwise in writing.

6. Affiliate Responsibilities

6.1 Accurate Information. Affiliate shall provide accurate information to Novel Funding and shall not submit false, altered, misleading, incomplete, or unauthorized applications, bank statements, ownership information, contact information, or other documents.

6.2 Merchant-First Conduct. Affiliate shall act in a manner consistent with Novel Funding's merchant-first approach. Affiliate shall not pressure, mislead, harass, or coerce Applicants, and shall not promise approval, funding, terms, rates, timing, renewals, debt relief, or savings.

6.3 No Authority to Bind. Affiliate has no authority to bind Novel Funding, approve applications, negotiate final funding terms on behalf of Novel Funding, collect funds for Novel Funding, or represent that Affiliate is an employee, lender, underwriter, or officer of Novel Funding.

6.4 File Communications. Affiliate shall communicate with Novel Funding through approved channels and shall respond promptly to reasonable requests for information needed to process a referral.

7. Marketing Compliance and Prohibited Practices

7.1 No Spam. Affiliate shall not send spam or unlawful outreach by email, phone, SMS, direct message, social media, mail, or any other channel. Affiliate shall comply with all applicable advertising, telemarketing, privacy, consent, do-not-call, and do-not-contact laws and platform rules.

7.2 Lead Sources. Affiliate shall ensure all leads it purchases or obtains were acquired in a lawful manner. Novel Funding may reject any referral generated from questionable or non-compliant sources.

7.3 Approved Claims Only. Affiliate shall not make claims about Novel Funding, funding programs, pricing, approval odds, repayment terms, time to fund, or underwriting criteria unless Novel Funding has approved the claim in writing.

7.4 No Misuse of Brand. Affiliate shall not use Novel Funding's name, logo, trademarks, landing pages, forms, phone numbers, email addresses, or other Program Materials except as approved by Novel Funding. Affiliate shall promptly remove or update materials upon request.

7.5 No Deceptive Traffic. Affiliate shall not engage in deceptive advertising, impersonation, bait-and-switch offers, fake reviews, misleading search ads, unauthorized domain names, trademark bidding, cookie stuffing, forced clicks, hidden frames, bots, fabricated applications, or any activity intended to manipulate tracking or attribution.

7.6 No Sale of Merchant Information. Affiliate shall not sell, transfer, or share Applicant or Merchant information obtained through the Program except as necessary to make the referral to Novel Funding or as required by law.

8. Privacy and Data Security

8.1 Confidential Treatment. Affiliate shall protect Applicant, Merchant, and Novel Funding information using reasonable administrative, technical, and physical safeguards.

8.2 Permitted Use. Affiliate shall use Applicant and Merchant information only to make lawful referrals under this Agreement and shall not use such information for unrelated marketing, resale, debt settlement, competitive services, or any unauthorized purpose.

8.3 Security Incidents. Affiliate shall notify Novel Funding promptly, and no later than twenty-four (24) hours after discovery, of any unauthorized access, disclosure, loss, or misuse involving information related to Novel Funding, Applicants, or Merchants.

8.4 Privacy Promises. Affiliate shall not make privacy promises that conflict with Novel Funding's published privacy disclosures, terms, or Merchant consents.

9. Confidentiality

9.1 Confidential Information. Confidential Information includes non-public business, financial, technical, pricing, commission, Applicant, Merchant, funder, broker, platform, underwriting, and operational information disclosed by either Party.

9.2 Obligations. The receiving Party shall use Confidential Information only to perform under this Agreement and shall not disclose it to any third party except to representatives who need to know and are bound by confidentiality obligations, or as required by law.

9.3 Exclusions. Confidential Information does not include information that is publicly available through no fault of the receiving Party, independently developed without use of Confidential Information, or rightfully received from a third party without restriction.

10. Non-Circumvention, Non-Solicitation, and Debt Restructuring

10.1 Non-Circumvention. Affiliate shall not bypass Novel Funding by directly contacting or transacting with funders, brokers, service providers, or other sources introduced through Novel Funding for the purpose of avoiding this Agreement or reducing compensation owed to Novel Funding.

10.2 Non-Solicitation. During the Term and for one (1) year after termination, Affiliate shall not knowingly solicit Novel Funding employees, contractors, brokers, affiliates, funding partners, or active Merchants for a competing relationship using Confidential Information or relationships obtained through the Program.

11. Term, Suspension, and Termination

11.1 Term. This Agreement begins on the Effective Date and continues until terminated by either Party.

11.2 Termination for Convenience. Either Party may terminate this Agreement at any time by written notice.

11.3 Immediate Suspension or Termination. Novel Funding may immediately suspend access, pause payments, reject referrals, or terminate this Agreement if Novel Funding believes Affiliate breached this Agreement, created legal or reputational risk, submitted poor-quality or fraudulent referrals, violated marketing rules, misused data, or failed to cooperate with a compliance review.

11.4 Effect of Termination. Upon termination, Affiliate shall stop using Program Materials, stop representing participation in the Program, and return or destroy Confidential Information upon request. Sections intended to survive, including payment reconciliation, clawbacks, confidentiality, privacy, non-circumvention, indemnification, limitations of liability, dispute resolution, and audit rights, shall survive.

11.5 Post-Termination Commissions. Unless termination results from Affiliate's breach, Novel Funding will pay commissions earned before termination after all eligibility conditions, clawback periods, offsets, and documentation requirements are satisfied. No commission is owed for referrals submitted after termination. If termination results from Affiliate's breach, Novel Funding may void unpaid commissions to the fullest extent permitted by law.

12. Audit and Compliance Review

12.1 Records. Affiliate shall maintain records reasonably necessary to show compliance with this Agreement, including traffic sources, consent records, marketing materials, and communications relating to Novel Funding referrals.

12.2 Review Rights. Upon reasonable request, Affiliate shall provide documents and information needed for Novel Funding to investigate compliance, attribution, clawbacks, complaints, or legal requests. Novel Funding may withhold payments during a good-faith investigation.

13. Representations and Warranties

13.1 Mutual Authority. Each Party represents that it has authority to enter into this Agreement and perform its obligations.

13.2 Affiliate Representations. Affiliate represents that it will comply with all applicable laws, will not infringe third-party rights, will not submit unauthorized data, will not make deceptive statements, and will perform all activities in a professional and ethical manner.

13.3 No Conflicting Obligations. Affiliate represents that participation in the Program does not violate any other agreement, law, court order, or duty owed to another party.

14. Indemnification

Affiliate shall indemnify, defend, and hold harmless Novel Funding and its owners, officers, directors, employees, contractors, affiliates, funding partners, and agents from and against any claims, losses, damages, liabilities, penalties, investigations, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or related to Affiliate's breach of this Agreement, marketing activities, lead generation, unlawful outreach, misrepresentations, data practices, negligence, willful misconduct, or violation of law. Novel Funding may participate in the defense with counsel of its choice at its own expense, and Affiliate shall not settle any claim in a manner that imposes obligations on Novel Funding without Novel Funding's written consent.

15. Limitation of Liability

To the fullest extent permitted by law, Novel Funding shall not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost data, or loss of goodwill. Novel Funding's total liability arising out of or related to this Agreement shall not exceed the commissions actually paid to Affiliate during the six (6) months preceding the event giving rise to the claim. These limitations do not limit payment obligations that are finally determined to be owed or liability that cannot be limited by law.

16. Technology, Platform Changes, and Availability

16.1 Changes. Novel Funding may modify, replace, suspend, or discontinue any dashboard, tracking method, communication tool, landing page, form, or program feature at any time.

16.2 Availability. Novel Funding is not liable for delays, downtime, tracking interruptions, software issues, third-party service failures, or other technology problems outside its reasonable control. Novel Funding may make reasonable corrections where it determines tracking data was affected by a technical error.

17. Independent Contractor

Affiliate is an independent contractor and not an employee, agent, partner, franchisee, joint venturer, broker-dealer, lender, or legal representative of Novel Funding. Affiliate is not entitled to benefits and is solely responsible for its own expenses, licenses, permits, insurance, taxes, equipment, personnel, and compliance obligations.

18. Dispute Resolution and Governing Law

18.1 Good-Faith Negotiation. The Parties shall first attempt to resolve disputes through good-faith business discussions.

18.2 Governing Law and Venue. This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-law principles. The exclusive venue for any court proceeding shall be the state and federal courts located in New York County, New York, unless the Parties agree to binding arbitration or another forum in writing.

18.3 Injunctive Relief. A Party may seek injunctive or equitable relief for misuse of Confidential Information, data, intellectual property, non-circumvention, non-solicitation, or unlawful marketing without first completing informal negotiation.

18.4 Attorneys' Fees. The prevailing Party in any action to enforce this Agreement may recover reasonable attorneys' fees and costs to the extent permitted by law.

19. General Provisions

19.1 Entire Agreement. This Agreement, together with any written commission schedule, program guidelines, privacy terms, and approved amendments, is the entire agreement regarding the affiliate program and supersedes prior discussions or understandings on the same subject.

19.2 Amendments. Except for commission and program updates made by notice as allowed in this Agreement, amendments must be in writing and signed or electronically accepted by both Parties.

19.3 Assignment. Affiliate may not assign this Agreement without Novel Funding's prior written consent. Novel Funding may assign this Agreement in connection with a merger, reorganization, sale of assets, change of control, or transfer of the affiliate program.

19.4 Notices. Notices may be sent by email, dashboard notice, or another method reasonably designed to provide notice, to the contact information maintained by the Parties.

19.5 Severability. If any provision is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

19.6 Counterparts and E-Signatures. This Agreement may be accepted electronically and in counterparts, each of which will be deemed an original.

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Electronic Acceptance

By checking the "I Agree" box, enrolling in the Program, or otherwise indicating acceptance, Affiliate agrees to be bound by this Agreement. The individual accepting represents that they are authorized to bind Affiliate and consents to transact electronically under applicable electronic-signature laws, including the federal ESIGN Act. Novel Funding's records of acceptance - including the date, time, account identifier, and information submitted at enrollment - will evidence Affiliate's acceptance of this Agreement.

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EXHIBIT A - Commission Schedule

Tier 1 Merchant Referrals: 50% of Net Commission for approved Qualified Merchant Referrals that become Funded Deals.
Tier 2 Referred Affiliate Bonus: 10% of the commission payable to the Referred Affiliate for Funded Deals generated by that Referred Affiliate, paid by Novel Funding as an additional override and not deducted from the Referred Affiliate's payout.
No clawback: targeted payout approximately three (3) business days after Novel Funding receives cleared compensation and confirms eligibility.
With clawback or holdback: payout after the applicable window or repayment threshold expires, unless Novel Funding accelerates payment in writing.
Tax documentation: a completed Form W-9 or other required tax documentation must be on file before Novel Funding makes any payment.
Self-referral: no Tier 1 or Tier 2 amount is payable on any self-referral or self-dealing transaction prohibited by Section 4.5.

EXHIBIT B - Marketing and Compliance Rules

No email, phone, SMS, social media, or other spam.
No false or misleading statements about approval, pricing, repayment terms, time to fund, renewal eligibility, or savings.
No upfront fees, application fees, processing fees, broker fees, or consulting fees charged to Applicants or Merchants without prior written approval.
No use of Novel Funding branding, landing pages, forms, links, phone numbers, email addresses, or trademarks except as approved.
No sale, resale, sharing, or unauthorized use of Applicant or Merchant data.
No self-referral or self-dealing: an Affiliate may not submit its own deal as a Merchant referral and may not enroll under itself as a Referred Affiliate (Section 4.5).
Affiliate must preserve consent records, traffic-source records, and approved marketing materials for at least two (2) years or any longer period required by law.