Portless Referral Program Terms and Conditions

Effective Date: June 17, 2026

These Terms and Conditions (the “Terms”) govern participation in the Portless Referral Program (the “Program”) operated by Daily Grabs Inc., a corporation incorporated under the laws of Ontario, Canada, doing business as Portless (“Portless,” “we,” “us,” or “our”). By submitting a referral through the Portless Referral Program intake form, making an Introduction, or accepting any payment under the Program, you (the “Partner”) agree to these Terms in full. If you do not agree, do not participate in the Program.

1. Overview

The Program rewards eligible Partners who introduce new brands and merchants to Portless that subsequently sign a service agreement with Portless and ship orders through Portless. The headline economics — $1 per Order shipped, up to $10,000 per Approved Referral, paid quarterly, with no limit on the number of brands you may introduce — are described in Section 6 and are subject in all respects to these Terms. Portless may also offer Additional Incentives from time to time as described in Section 6, on the terms Portless then has in effect. Participation is voluntary and is conditioned on compliance with these Terms.

2. Definitions

"Additional Incentive" means any supplemental reward, bonus, or promotional payment that Portless designates as currently in effect under the Program. Only an Additional Incentive that Portless then-presently and expressly offers is valid; Portless is the sole authority as to which Additional Incentives, and on what terms, are in effect at any given time.

"Approved Referral" means a Referred Merchant that Portless has confirmed in writing under Section 4 is eligible and has been formally registered to you as the Partner.

"Introduction" means a documented connection — for example, a warm email or calendar invite that includes both an authorized representative of the Referred Merchant and a member of the Portless team — made by you following Portless's written confirmation of eligibility under Section 4. Submitting the Referral Form alone is not an Introduction.

"Order" means a customer order shipped by Portless on behalf of a Referred Merchant for which Portless has issued an invoice and actually received payment in full.

"Qualified Call" means a discovery or sales call between Portless and an authorized representative of the Referred Merchant that Portless reasonably determines, in its sole discretion, is a genuine evaluation of Portless's services.

"Referral Form" means the Portless Referral Program intake form located at portless.com/portless-referral (or any successor URL designated by Portless), through which you submit details of a proposed Referred Merchant.

"Referred Merchant" means a brand, retailer, or other commercial entity proposed by you and approved by Portless under these Terms.

"Referral Fee" means the per-Order payment described in Section 6.

3. Eligibility

You may participate in the Program only if you:

• Are at least 18 years old (or the age of majority in your jurisdiction);
• Are not a current employee, officer, or director of Portless or any of its affiliates;
• Are not subject to any contractual, fiduciary, or other obligation that would prohibit you from making the Introduction;
• Make Introductions only with the prior knowledge and consent of the Referred Merchant;
• Are not located in, or a resident of, any jurisdiction where the Program is prohibited by applicable law; and
• Have agreed to and continue to comply with these Terms.

Portless reserves the right to determine eligibility in its sole discretion and to refuse, suspend, or revoke participation at any time.

4. How to Submit a Referral (Pre-Approval)

The Program is a two-step process. Submitting the Referral Form is the first step only — it does not, by itself, qualify you for any Referral Fee.

Step 1 — Submit the Referral Form. Before contacting the proposed Referred Merchant on Portless's behalf, complete the Referral Form with your details and the legal name, website, and email of the proposed Referred Merchant.

Step 2 — Wait for written confirmation. Portless will use commercially reasonable efforts to review and respond within five (5) business days. A Referred Merchant is eligible only if, at the time of submission, it is not:

• (a) An existing Portless customer;
• (b) An active prospect already engaged in sales discussions with Portless;
• (c) A merchant previously registered to another Partner in the Program; or
• (d) Otherwise excluded by Portless in its sole discretion.

Introductions made without prior written confirmation will not qualify for any Referral Fee, regardless of outcome. Portless's eligibility determination is final.

5. The Introduction Process

After you receive written confirmation that the Referred Merchant is an Approved Referral, you must make an actual Introduction within thirty (30) days. Acceptable Introductions include: an email copying you, an authorized representative of the Referred Merchant, and a Portless representative; a calendar invite for an introductory call that includes all three; or a messaging-app introduction in which a Portless representative is present.

You are not authorized to negotiate pricing, quote rates, make commitments on Portless's behalf, or represent yourself as an agent, employee, or formal partner of Portless.

A Referred Merchant becomes a "qualified" Approved Referral, and Referral Fees may begin to accrue, only after both confirmation under Section 4 and a documented Introduction under this Section 5.

6. Referral Fees

For each Approved Referral that signs a service agreement with Portless and becomes a paying customer, you are eligible to earn:

USD $1.00 per Order shipped, up to a maximum of USD $10,000 per Approved Referral.

• No aggregate cap. There is no aggregate cap across multiple Approved Referrals — each is subject to its own USD $10,000 cap.
• Paid Orders only. Referral Fees accrue solely on Orders for which Portless has received full payment. Refunded, charged-back, fraudulent, cancelled, or unpaid Orders do not count.
• One Partner per Referred Merchant. Each Referred Merchant may generate Referral Fees for only one (1) Partner.
• Sunset on inactive Approved Referrals. If, in any two (2) consecutive calendar quarters, accrued Referral Fees for a single Approved Referral total less than USD $250 per quarter, that Approved Referral will automatically and permanently expire at the end of the second such quarter.
• Current terms control. In addition to the Referral Fee, Portless may from time to time offer one or more Additional Incentives — for example, fixed-amount bonuses, accelerated or milestone-based payments, or limited-time promotions — and may introduce, modify, replace, or discontinue any Additional Incentive at any time in its sole discretion without amending these Terms. Only the Additional Incentive that Portless expressly presents as currently in effect at the time a qualifying condition is met will apply, on the amount, conditions, payment timing, and cap treatment then specified by Portless. Except where an Additional Incentive expressly states otherwise, every Additional Incentive is subject to these Terms in full, including the eligibility, approval, Introduction, payment, good-standing, disqualification, and discretionary-program provisions. The offer of any Additional Incentive at any time does not create an entitlement to the same or any other incentive in the future.
• Current terms control. Additional Incentives change over time. Portless honors only the version it currently and officially presents as in effect. Portless has no obligation to honor any incentive, amount, or terms that have been changed, superseded, expired, or withdrawn, regardless of where a Partner may have encountered them — including any archived, cached, screenshotted, forwarded, outdated, or third-party-republished page or communication. Where any sources conflict, the terms Portless internally records as in effect at the relevant time govern. It is the Partner’s responsibility to confirm the current Additional Incentives with Portless (referrals@portless.com) before relying on them.

7. Payment Terms

Portless will calculate accrued Referral Fees on a calendar-quarter basis and pay them within thirty (30) days after the end of each quarter, subject to:

• Minimum payout. If the accrued balance for a quarter is less than USD $250, it will carry over to the next quarter (subject to the sunset rule in Section 6).
• Payment method. You must provide a valid payment method (ACH, wire transfer, or other method acceptable to Portless).
• Tax documentation. You must provide accurate tax documentation (Form W-9, W-8BEN, or W-8BEN-E as applicable) before any payment is made.
• Good standing. You must not be in breach of these Terms at the time of payment.

Payments are made in US dollars. Portless is not responsible for currency-exchange fluctuations or fees imposed by your financial institution.

8. Taxes

You are solely responsible for all taxes, levies, and similar government charges associated with any Referral Fee. Portless will report Referral Fees to applicable tax authorities as required by law.

9. Restrictions and Prohibited Conduct

You agree that you will not:

• Make any Introduction without the Referred Merchant's prior knowledge and consent;
• Refer yourself or any entity you control for the purpose of circumventing these Terms;
• Engage in spam-like behavior to generate referrals;
• Make false, misleading, or unauthorized claims about Portless, its services, pricing, or operations;
• Use Portless's trademarks, logos, or marketing materials without prior written consent;
• Pay or offer any consideration to a Referred Merchant in exchange for taking a call or signing with Portless; or
• Violate any applicable law, including anti-corruption, anti-spam, and data-protection laws.

10. Discretionary Program; No Rights of Action

The Program is a marketing initiative offered by Portless at its sole and absolute discretion. Participation does not create any contractual entitlement, joint venture, partnership, or employment relationship. Portless may at any time modify, suspend, or permanently terminate the Program, change Referral Fee terms, or disqualify any Partner, with or without notice or liability.

You expressly waive, to the maximum extent permitted by applicable law, any and all rights and claims against Portless arising out of or relating to any of the foregoing.

11. Disqualification

Portless may disqualify you, withhold unpaid Referral Fees, and require repayment of Referral Fees previously paid if you have breached these Terms, engaged in fraud or misrepresentation, made an Introduction without prior written confirmation, or otherwise acted in bad faith. Portless's determination is final.

12. Confidentiality

Information you receive about Portless's pricing, customers, prospects, products, technology, or operations as a result of participating in the Program is confidential and may not be disclosed to any third party without Portless's prior written consent.

13. Intellectual Property and Marketing

These Terms do not grant you any license or right in Portless's trademarks, logos, copyrights, or other intellectual property. You may identify Portless by name when making an Introduction, but may not represent yourself as a partner, agent, employee, or representative of Portless.

14. Relationship of the Parties

You are an independent third party. Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between you and Portless.

15. Disclaimer and Limitation of Liability

THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE." PORTLESS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PORTLESS'S AGGREGATE LIABILITY WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. PORTLESS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

16. Indemnification

You agree to indemnify, defend, and hold harmless Portless and its officers, directors, employees, and agents from any claim, demand, loss, damage, or expense (including reasonable legal fees) arising out of or related to (a) your breach of these Terms; (b) any Introduction you make; or (c) any false or misleading representation you make regarding Portless or its services.

17. Governing Law and Disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any dispute will be resolved exclusively in the courts of the Province of Ontario sitting in the City of Toronto, and you irrevocably submit to the personal jurisdiction of those courts.

18. Miscellaneous

• Entire Agreement. These Terms constitute the entire agreement between you and Portless regarding the Program.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• Assignment. You may not assign your rights or obligations without Portless's prior written consent.
• No Waiver. Portless's failure to enforce any provision is not a waiver of its right to do so later.
• Language. The parties have requested that these Terms be drafted in English. Les parties ont exigé que la présente entente soit rédigée en anglais.
• Survival. Sections 8–18 survive termination of these Terms or the Program.

19. Contact

Questions about the Program? Email referrals@portless.com.