SanTerris Referrer Terms and Conditions
General Referrer Terms
for SanTerris Referrers “SanTerris Planet Partner RainMaker”

1 Scope of Application

(1) The following terms and conditions are an integral part of every referrer agreement between SanTerris SA, Rue Félix-Bovet 30, 2015 Areuse, Switzerland, represented by the Board of Directors Edwin Deuber, email: service@santerris.com (hereinafter: SanTerris), and the independent and self-employed contractual partner (hereinafter: Referrer).

(2) SanTerris provides its services exclusively on the basis of these General Referrer Terms.

2 Subject Matter of the Agreement (Referrer)

(1) SanTerris is an innovative company that operates various platforms with a Pro Planet philosophy.

(2) The subject of the referrer activity is to establish contact between buyers of the SanTerris One Token or other investors (hereinafter: Customers) and SanTerris in return for a referrer commission upon successful conclusion of a contract between the Customer and SanTerris. For this activity, it is not mandatory for the Referrer to make financial expenditures, to purchase a minimum number of services from SanTerris, or for the Referrer to recruit other referrers. Only free registration is required. The commission, as well as the method of payment or other fulfillment of the commission claim, is determined by the remuneration plan applicable at that time.

(3) For the commencement and execution of their activities, SanTerris provides the Referrer with an online back office (including an affiliate link) that enables the Referrer to have an up-to-date and comprehensive overview of their sales, commissions, and customer and downline developments.

3 General Requirements for Concluding a Contract / KYC Verification Procedure

(1) A contract can be concluded with legal entities, partnerships, or natural persons who, or whose responsible persons, have reached the age of 18 and are entrepreneurs in accordance with applicable law, if required. Conclusion of a contract by consumers is not possible.

(2) If a legal entity (e.g., UG, Ltd, GmbH, or AG) or a partnership (e.g., GbR, OHG, KG, etc.) submits a referrer application, the corresponding commercial register extract regarding registration, as well as the VAT identification number, must be submitted – if available for a partnership. All partners must have reached at least the age of 18. The partners are personally liable to SanTerris for the conduct of the legal entity. Cooperatives or associations, as well as foundations/trusts, cannot register.

(3) SanTerris expressly reserves the right to request proof of age, a commercial register extract (only applies to legal entities or partnerships registered in the commercial register), and proof of identity of the applicant or the responsible person acting on their behalf as part of a “KYC procedure” before accepting the contract application.

(4) Each Referrer is entitled to acquire only one position in the remuneration plan, whereby circumvention of this provision by registering as a natural person and additionally via a legal entity or partnership is prohibited. If a Referrer registers more than one position in the remuneration plan for themselves or a legal entity or partnership registered by them, or otherwise directly or indirectly, SanTerris expressly reserves the right of termination mentioned in paragraph (8).

(5) The Referrer is obliged to complete the online referrer application fully and correctly and to transmit it to SanTerris electronically. In addition, by separately checking a box on the application form, the Referrer accepts these General Referrer Terms as acknowledged and as part of the contract. SanTerris reserves the right to obtain further information from the Referrer in individual cases.

(6) Changes to the Referrer’s personal data must be reported to SanTerris without delay.

(7) SanTerris reserves the right to reject referrer applications at its own discretion without giving any reason. If online order or application forms are used, these are considered part of the contract.

(8) In the event of a breach of the obligations regulated in paragraphs (1), (2), and (4), SanTerris is entitled to terminate the referrer agreement without notice and without prior warning, and to reclaim any commissions paid. In this case of extraordinary termination, SanTerris also expressly reserves the right to assert further claims for damages.

4 Referrer’s Status as an Entrepreneur

(1) The Referrer acts as an independent and self-employed entrepreneur. They are neither an employee nor a commercial agent or broker of SanTerris. There are no sales targets, purchase, distribution, or other activity obligations. With the exception of contractual obligations, the Referrer is not subject to instructions from SanTerris and bears the full entrepreneurial risk of their business activities, including the obligation to bear all their business costs and the obligation to properly pay their employees, if any.

(2) The Referrer must set up and operate their business in the manner of a diligent merchant, which includes operating their own office premises or a workplace managed in the manner of a diligent merchant.

(3) As an independent entrepreneur, the Referrer is solely responsible for complying with the relevant legal provisions, including tax and social security regulations [e.g., obtaining a VAT identification number, registering their employees with social security, as well as obtaining a trade license (a Referrer should apply for a trade license with the competent authority within 2 weeks of registration at the latest, if they do not yet have one at the time of registration), if required]. In this respect, the Referrer assures that all commission income generated within the scope of their activities for SanTerris will be properly taxed at their place of business. SanTerris reserves the right to deduct the respective sum for taxes and duties from the agreed commission or to claim damages or reimbursement of expenses incurred by it due to a violation of the aforementioned provisions, unless the Referrer is not responsible for the damage or expense. SanTerris does not pay social security contributions for the Referrer. The Referrer is not authorized to make declarations or enter into obligations on behalf of SanTerris.

5 Use of the Back Office

6 Referrer’s Obligations Regarding Advertising and General Obligations

(1) The Referrer is obliged to protect their personal passwords and login credentials from third-party access. The Referrer is prohibited from infringing the rights of SanTerris, its referrers, affiliated companies, product partners, or other third parties, harassing third parties, or otherwise violating applicable law in the course of their activities. In particular, the Referrer is not permitted to make false or misleading statements about SanTerris’ services or SanTerris’ distribution system. In the course of their referrer activities, the Referrer will only make such general statements about SanTerris, SanTerris’ services, and the SanTerris distribution system in the context of establishing contact that correspond in content to the specifications in SanTerris’ advertising and information materials and are only provided as general information. Furthermore, the sending of unsolicited advertising emails, advertising faxes, or advertising SMS (spam) is prohibited. Misuse or illegal acts, such as the use of unauthorized or unfair advertising (e.g., misleading statements), are also prohibited. Likewise, any abusive use of SanTerris or SanTerris’ services is prohibited.

(2) It is expressly prohibited for a Referrer to make payments to SanTerris for other referrers or customers (prohibition of third-party payments).

(3) The Referrer is prohibited from violating applicable law and legal requirements, in particular AML (anti-money laundering) or tax laws and/or guidelines or competition law, in the course of their activities.

(4) SanTerris provides its referrers with approved marketing materials. The use, production, and distribution of own websites, digital advertisements, including professional social media business presences, or other independently created sales or advertising materials, is only permitted with the prior express written or emailed consent of SanTerris, which is at SanTerris’ sole discretion. The approval of the website ends at the latest upon termination of the contract for any reason and can, moreover, be revoked at any time for good cause or if SanTerris has a special interest.

(5) The Referrer must not create the impression in business dealings that they are acting on behalf of or in the name of SanTerris. The Referrer is further prohibited from applying for and taking out loans, incurring expenses, entering into obligations, opening bank accounts or eWallets, concluding other contracts, or otherwise making binding declarations of intent on behalf of SanTerris or in the interest of the company. The Referrer is neither granted collection authority nor authority to represent SanTerris vis-à-vis third parties. The Referrer is therefore obliged to identify themselves in business dealings as an INDEPENDENT SanTerris Referrer.

(6) All travel expenses, disbursements, office costs, telephone costs, or other expenses for advertising materials shall be borne by the Referrer themselves.

(7) The Referrer is not entitled in business dealings to negatively, disparagingly, or unlawfully name trademarks of competing companies or other third parties, or to negatively or disparagingly evaluate other companies.

(8) The use (or modification) of the SANTERRIS identifier of registered trademarks, product names, work titles, and business designations of SanTerris is also not permitted beyond the expressly provided advertising materials and other official SanTerris documents. Furthermore, the registration of own trademarks, work titles, internet domains, or other intellectual property rights that contain the SanTerris identifier or registered trademarks, product names, work titles, or business designations of SanTerris is prohibited. The aforementioned also applies to trademarks, business designations, or work titles for which SanTerris has an exclusive right of use. The aforementioned prohibitions apply to both identical and similar signs. The relabeling of virtual services of SanTerris is likewise prohibited.

(9) The Referrer is not permitted to respond to press inquiries about SanTerris, its services, the SanTerris marketing plan, or other SanTerris services. The Referrer is obliged to forward all press inquiries to SanTerris without delay. The Referrer will also otherwise only comment publicly (e.g., television, radio, internet forums) on SanTerris, SanTerris services, and the SanTerris distribution system after obtaining prior consent from SanTerris via email or in writing.

(10) Customer inquiries or complaints of any kind about SanTerris’ services, service, or remuneration system must be forwarded to SanTerris immediately.

(11) The Referrer undertakes – as far as possible – to ensure that customer and/or referrer data obtained through their (or their downline’s) sales performance is used exclusively within the scope of their activities for SanTerris and, in particular, is not exploited for other purposes or passed on to other third parties (or for third-party services) and/or used.

(12) The Referrer is obliged to inform SanTerris immediately and truthfully of violations of the rules of the General Referrer Terms, other contractual provisions, and all other company regulations.

7 No Non-Compete Clause / No Poaching / Sale of Third-Party Services

(1) The Referrer is permitted to distribute products and/or services for other companies, even if these compete with SanTerris.

(2) Notwithstanding paragraph (1), the Referrer is prohibited from poaching or attempting to poach other SanTerris referrers for the distribution of other services and/or companies, just as the Referrer is prohibited for the duration of this contract from acting directly for SanTerris’ customers and business partners.

(3) The Referrer is also prohibited from violating other referrer or other distribution agreements they have concluded with other companies, and whose clauses are still in effect, by concluding a referrer agreement.

(4) If the Referrer is simultaneously active for other competitors, they undertake to organize their respective activities (including their respective downline) in such a way that there is no connection or mixing with their activities for the other competitor. In particular, the Referrer may not offer services other than SanTerris services and/or services at the same time in the same place or in immediate spatial proximity or on the same website, unless SanTerris has expressly approved this, for example, because there is an official cooperation between SanTerris and this competitor.

8 Confidentiality

The Referrer must maintain absolute secrecy about SanTerris’ business secrets and its structure. Business secrets include, in particular, customer and referrer data, as well as information on downline activities and the information contained therein. This obligation continues even after the termination of this referrer agreement.

9 Warning, Contractual Penalty, Damages, Indemnification

(1) In the event of a first violation of the Referrer’s obligations regulated in § 6, SanTerris will issue a written warning, setting a period of 10 days to remedy the breach of duty. The Referrer undertakes to reimburse the warning costs, in particular the legal fees incurred for the warning.

(2) Express reference is made to § 13 paragraph (2), according to which SanTerris is entitled to extraordinary termination without prior warning in the event of a violation of the obligations regulated in §§ 7, 8, as well as in the event of a particularly serious violation of § 6, other applicable contractual or legal rights. Notwithstanding the immediate extraordinary right of termination regulated in § 13 paragraph (2), SanTerris has the right, in individual cases, upon the occurrence of one of the aforementioned breaches of duty, to issue a warning within the meaning of paragraph (1), even with a shortened remedy period, at its own discretion before declaring extraordinary termination.

(3) The Referrer is liable for all damages incurred by SanTerris due to a breach of duty within the meaning of §§ 6 – 8, unless the Referrer is not responsible for the breach of duty.

(4) The Referrer shall indemnify SanTerris upon first request from liability in the event of a claim by a third party due to a violation of one of the obligations regulated in §§ 6 – 8 or any other violation of applicable law by the Referrer. In particular, the Referrer undertakes to bear all costs, especially legal, court, and damage compensation costs, incurred by SanTerris in this context.

10 No Territorial Protection

The Referrer is not entitled to territorial protection.

11 Commission Terms

(1) As remuneration for successful contact establishment, the Referrer shall receive a referrer commission in accordance with the applicable remuneration plan, provided that this contact establishment results in the conclusion of a contract between a Customer and SanTerris.

(2) Successful contact establishment within the meaning of paragraph (1) only exists if a contract is subsequently concluded between a Customer and SanTerris. A commission claim does not arise or expires retroactively, in particular, if

the Customer exercises their right of withdrawal or contestation against SanTerris;

the contact with SanTerris was established unlawfully;

SanTerris rejects the acceptance of the contract at its sole discretion.

Furthermore, no commission claim arises in cases of fraudulent contact establishment, either through fraudulent or abusive actions by the Referrer or the Customer.

Should a customer contract already concluded with SanTerris be invalid and/or reversed in accordance with paragraph (2) or for other reasons, commissions already paid must be refunded.

(3) The contracting parties agree that no claims for a commission higher than that underlying this contract exist or can be asserted. All claims of the Referrer are settled by the commission, in particular all travel expenses, disbursements, office costs, telephone costs, or other expenses, as well as all other costs related to the fulfillment of the contract. With the payment of the remuneration according to paragraph (1), all services of the Referrer are also settled, in particular for the establishment and maintenance of the customer base, as well as the resulting future market potential, and exist as an advance payment for this, so that in the event of termination of the contract, by whichever party and for whatever reason, no severance payments and/or compensation claims for whatever legal reason are to be made by SanTerris.

(4) SanTerris is entitled to offset claims and/or repayment claims that SanTerris has against the Referrer, in whole or in part, against their commission claims. Assignments and pledges of the Referrer’s claims from this contract are excluded, unless mandatory law dictates otherwise. The encumbrance of the contract with third-party rights is not permitted, unless mandatory law dictates otherwise.

(5) All payments from SanTerris to the Referrer are considered net payments. The Referrer will promptly check the statements issued and immediately notify SanTerris of any objections. Incorrect commissions must be reported to SanTerris in writing within 60 days of the incorrect payment. After this period, the commissions are deemed approved.

(6) Remuneration will be disbursed upon the Referrer’s express request, taking into account SanTerris’ payment modalities and payout methods. Payouts will only be made from a minimum commission claim of 100 EUR.

(7) SanTerris reserves the right to request the Referrer at any time, for example, before the first payout of commissions, to provide proof of identity, address, tax IDs, and business registration (e.g., presentation of the trade license), as well as any necessary information within the framework of money laundering prevention. The business, identity, and address verification can be carried out, at SanTerris’ discretion, in the form of a copy of the trade license and identity card or passport, possibly in conjunction with a current electricity, gas, water, or other utility bill or another registration certificate (not older than one month) via the specified electronic means and must be done immediately, at the latest within 2 weeks, after the request. For legal entities or partnerships or registered merchants, proof of identification of the responsible person (e.g., managing director or personally liable partner) and – if registered in the commercial register – a copy of the current commercial register extract (not older than one month) must be submitted.

(8) The Referrer will initially be managed by SanTerris as a small business owner. They will inform SanTerris immediately, by providing their VAT identification number, as soon as they opt for VAT payment (value-added tax) within the scope of their commercial activity or exceed the small business limits.

(9) Referrer commissions, depending on the type of commission, are usually credited to the back office immediately after the conclusion of a contract by the customer and made available for payout within 4 weeks thereafter, with the billing of the referrer activity taking place monthly in the form of a credit note and being stored in the back office. Commission payouts can only be transferred to the Referrer’s accounts (bank accounts or PayPal accounts or similar – upon request by SanTerris), unless an alternative bank account has been exceptionally accepted separately in writing or via email at SanTerris’ sole discretion.

12 Blocking of the Referrer and/or their Access to the Back Office

(1) In the event that the Referrer provides untrue, incomplete, or otherwise false information during registration, uploads false/untrue or otherwise misleading documents within the framework of KYC, fails to provide the requested evidence within 14 days of a request by SanTerris, e.g., for account verification, the KYC procedure, or the acquisition of services, or violates an obligation from these General Referrer Terms (which does not lead to immediate extraordinary termination), SanTerris is entitled to temporarily block the Referrer until the requested information is provided/submitted, the requested evidence or documents are furnished, or the breach of duty is remedied. The period of a block does not entitle the Referrer to extraordinary termination and likewise does not cause a refund of services already paid or a claim for damages, unless the Referrer is not responsible for the block.

(2) Regardless of the blocking reasons mentioned in paragraph (1), SanTerris reserves the right to block for good cause. In particular, SanTerris reserves the right to block the Referrer’s access without notice if the Referrer violates the obligations mentioned in §§ 3 paragraphs (1), (2), and (4), §§ 6 – 8, or other applicable law, or if there is otherwise good cause. Unless there is an immediate reason for termination and SanTerris sends a warning to the Referrer in accordance with § 9 (1), the block will be lifted if the Referrer remedies the corresponding breach of duty within the set deadline following SanTerris’ warning.

13 Duration and Termination of the Contract and Consequences of Termination / Right of Return

(1) The referrer agreement is concluded for an indefinite period and can be terminated by either party with one month’s notice to the end of the month.

(2) Notwithstanding the reason for termination in (1), SanTerris reserves the right to extraordinary termination for good cause. Good cause exists in particular in the event of a violation of one of the obligations regulated in § 6, if the Referrer fails to fulfill their obligation to remedy within the deadline specified in § 9 paragraph (1) or if, after the breach of duty has been remedied, the same or a comparable violation occurs again at a later date. In the event of a violation of the obligations regulated in §§ 3 paragraphs (1), (2), and (4), §§ 7, 8, as well as in the event of a particularly serious violation of § 6 or other applicable contractual or legal rights, SanTerris is entitled to extraordinary termination without prior warning. An extraordinary reason for termination also exists for either party if insolvency proceedings have been opened against the other party, or the opening has been rejected due to lack of assets, or the other party is otherwise insolvent, or has submitted an affidavit of insolvency in the course of enforcement. The right to extraordinary termination exists without prejudice to further claims.

(3) Upon termination of the contract, the Referrer has no right to commission, and in particular no commercial agent’s compensation claim, as the Referrer is not a commercial agent within the meaning of the German Commercial Code.

(4) Terminations must always be in writing, whereby telecommunication transmission via email is sufficient.

(5) SanTerris reserves the right to terminate all referrer agreements with 3 months’ notice if SanTerris (a) ceases operations; (b) is acquired, merges, liquidates, or dissolves as a company; or (c) discontinues the distribution of its products and/or services through direct sales channels.

14 Force Majeure / Limitation of Liability

(1) SanTerris is expressly not liable in cases of force majeure such as pandemics (e.g., the Covid-19 pandemic), wars, and/or political entanglements, disruptions at transport companies, strikes, or other disturbances. Furthermore, SanTerris is only liable for damages other than those resulting from injury to life, body, and health, insofar as these are based on intentional or grossly negligent acts, or on a culpable breach of an essential contractual obligation by SanTerris, its employees, or vicarious agents. This also applies to damages arising from the breach of obligations during contract negotiations and from the commission of unlawful acts. Any further liability for damages is excluded.

(2) Liability, except in cases of injury to life, body, and health or intentional or grossly negligent conduct by SanTerris, its employees, or vicarious agents, is limited to damages typically foreseeable at the time of contract conclusion and, moreover, to the amount of average damages typical for the contract. This also applies to indirect damages, in particular lost profits.

(3) SanTerris is not liable for damages of any kind caused by data loss on the servers, except in the case of gross negligence or intentional fault on the part of SanTerris, its employees, or vicarious agents.

15 Transfer of Business Operations / Sponsored Structure to Third Parties

(1) SanTerris may transfer its contractual position, in whole or in part, at any time to a successor company that continues the business covered by this contract in the same manner and fully assumes the existing rights and obligations.

(2) The Referrer is not entitled to transfer their sales structure to another natural or legal person.

16 Separation / Dissolution

In the event that a Referrer registered as a legal entity or partnership terminates its company internally, only one referrer position remains even after the separation, dissolution, or other termination of the aforementioned company. The separating members/partners must agree internally on which member/partner shall continue the contractual relationship and notify SanTerris in writing or via email. In the event of an internal dispute about the consequences of the separation, divorce, dissolution, or other termination with regard to this contractual relationship, SanTerris reserves the right to extraordinary termination if such a dispute leads to a neglect of the Referrer’s duties, a violation of these General Referrer Terms, a violation of applicable law, or an unreasonable burden on the downline or upline.

17 Inclusion of the Remuneration Plan

(1) The remuneration plan – attached as Appendix 1 – is an express part of the referrer agreement. The Referrer must always comply with its provisions according to the currently valid version.

(2) By sending the online application to SanTerris, the Referrer simultaneously assures that they have taken note of the remuneration plan and accept it as part of the contract.

(3) SanTerris is entitled to amend the remuneration plan in accordance with § 20 paragraph (1).

18 Data Protection / Referrer’s Data Protection Obligations

(1) SanTerris collects and uses the data voluntarily submitted by the Referrer only within the framework of legal provisions.

(2) The partner is prohibited from exploiting personal or customer-specific data of interested parties, customers, or partners owned by SanTerris, which become known to them, beyond the contractual rights and/or provisions, from passing them on to third parties, storing them, or otherwise processing them.

19 Applicable Law / Place of Jurisdiction

(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods.

(2) The place of jurisdiction and the place of performance is, unless mandatory law dictates otherwise, the registered office of SanTerris.

20 Final Provisions

(1) SanTerris is entitled to amend these General Referrer Terms and/or the remuneration plan at its own discretion, if this is necessary for economic reasons or due to legal changes. SanTerris will announce changes with 30 days’ notice before the change takes effect, specifically naming the future contractual change via email or in the Referrer’s back office. The Referrer has the right to object to the change or to terminate the contract in text form without observing a notice period upon the effective date of the change. In the event of an objection, SanTerris is entitled to terminate the contract. If the Referrer does not terminate the contract or object to the change by the effective date of the change, the changes will come into effect from the date specified in the change announcement. SanTerris is obliged to inform the Referrer in the change announcement of the significance of their silence.

(2) Otherwise, amendments or additions to these General Referrer Terms require written form. This also applies to the waiver of the written form requirement.

(3) If a clause of these General Referrer Terms is invalid or incomplete, the entire contract shall not be invalid. Rather, the invalid clause shall be replaced by a valid one that comes closest economically to the meaning of the invalid clause. The same shall apply to the closing of a gap requiring regulation.

Status of the General Referrer Terms: 2026-02-15