Terms of Service

Worldwide Partnership Agreement (Clickwrap)

By selecting the acceptance checkbox in the registration or onboarding flow, the Partner enters into this Worldwide Partnership Agreement with Tradenet Services Srl. This agreement is non-exclusive and applies worldwide.

Contractual Parties and Definitions

• Tradenet: Tradenet Services Srl, Via Marconi 3, 36015 Schio (VI), Italy, VAT/Tax Code IT02860350244.
• Partner: the natural person and or legal entity identified by account and billing data that purchases a Partner Membership and accepts this agreement via clickwrap.
• Membership Contract: the paid subscription purchased in the Tradenet store for a specific platform or technology.
• Net Collections: amounts actually received by Tradenet from end customers, net of VAT, similar taxes, duties, withholding taxes, bank charges, discounts, credits, refunds, chargebacks, write-offs, and currency conversion costs.
• Products and Services: all current and future Tradenet offerings, including SaaS, licenses, source-code royalty models, workshops, blueprints, and related services.

Article 1 - Purpose and Territory (Worldwide, Non-Exclusive)

The Partner acts as a non-exclusive distribution partner for the Tradenet portfolio described in Annex A and any additional present or future Products and Services offered by Tradenet.

No territorial exclusivity, customer exclusivity, or market exclusivity is granted.

Article 2 - Term, Membership Dependency, and Automatic Termination

1. This agreement exists only if and while the purchased Membership Contract is paid and active.
2. The only source of the contractual relationship between the Parties is the valid payment and active status of the Membership Contract.
3. If the membership is not renewed, expires, is suspended, is canceled, or becomes inactive for any reason, this agreement terminates automatically and immediately, without notice.
4. After termination, no referral finder fee, commission, or other compensation is due, including for previously introduced opportunities, unless expressly agreed in a separate written contract signed by Tradenet.

Article 3 - Exclusions Requiring Special Export License (Dual-Use and Cryptography)

1. Products and Services requiring export authorization under Italian or EU law are excluded unless a valid prior authorization has been obtained from the competent authority.
2. This includes dual-use goods, software, technology, and cryptography-related items.
3. Compliance with applicable Italian and EU export-control rules is mandatory.

Article 4 - Sanctions, Export Controls, and Prohibited Resale or Re-Export

1. Any direct or indirect sale, supply, brokering, making available, resale, or re-export of Products and Services to sanctioned countries or territories, or to designated persons and entities, is strictly prohibited.
2. The Partner must perform screening of customer, counterparty, end-user, and end-use and must prevent diversion to prohibited destinations.
3. Annex C is dynamic and automatically aligned with EU restrictive measures as updated over time.

Article 5 - Annex A Modus Operandi (Mandatory)

Promotion, qualification, sales, implementation, support, lead management, onboarding, and reporting must follow Annex A. Any sub-distributor or local partner appointed by the Partner must comply in writing with Annex A and with Articles 3 and 4 of this agreement.

Article 6 - Dynamic Annex B and Dynamic Website Information (Mandatory Partner Duty)

1. Annex B and all product or service information published on tradenet.it are dynamic and may change daily.
2. Before any customer-facing activity, including outreach, presentations, negotiations, proposals, and commitments, the Partner must check the latest information in Annex B and on tradenet.it.
3. The Partner assumes full responsibility for using outdated information and waives any claim based on obsolete versions.

Article 7 - Collaboration Principles

1. Alignment with Tradenet referral engagement model: confidential briefing, workshop, and blueprint contract.
2. Coordination with Tradenet to prevent customer and project conflicts, with priorities assigned by Tradenet case by case.
3. Periodic reporting and minimum objectives may be set by Tradenet in additional written commercial terms.

Article 8 - Compensation (Variable, Collections-Based Only)

1. Compensation is exclusively variable and based on Net Collections actually received by Tradenet from end customers linked to compliant Partner activities.
2. No fixed fees, retainers, reimbursements, or guaranteed amounts are due unless expressly agreed in writing by Tradenet.
3. Compensation accrues only after cash-in by Tradenet and is payable monthly in arrears, within 30 days after month-end, subject to invoice and compliance checks.
4. Refunds, chargebacks, credits, or write-offs trigger reversal or set-off of related compensation.
5. Any breach of export-control or sanctions obligations causes forfeiture of unpaid compensation related to non-compliant transactions.

Article 9 - Preliminary and Framework Nature

This clickwrap agreement is binding as to the rules set out herein and provides the framework for future non-exclusive distribution agreements, project-specific statements of work, and commercial addenda when applicable.

Article 10 - Termination and Liability

1. Any breach of Articles 3 or 4 is a material breach and entitles Tradenet to immediate termination, without prejudice to any additional legal remedy.
2. The Partner shall indemnify and hold Tradenet harmless from losses, damages, penalties, and claims arising from Partner non-compliance.

Article 11 - Governing Law, Jurisdiction, and Clickwrap Acceptance

1. This agreement is governed by Italian law.
2. Exclusive jurisdiction is Vicenza, Italy, without prejudice to Tradenet's right to seek urgent or injunctive relief before the court of the defendant's domicile where legally permitted.
3. Clickwrap acceptance has full contractual value and is equivalent to handwritten acceptance for permitted online contracting purposes.

Annex A - Modus Operandi and List of Tech

Important: read and follow these instructions before engaging with customers.

Since 1994, Tradenet has developed software products and technologies delivered via SaaS, license, and source-code royalty models through high-value distribution partnerships.

Tradenet focuses on 6 core platforms based on two fundamental technologies: AI and Blockchain.

The only engagement model is:

1. The customer has a clear problem and willingness to solve it within 3 months.
2. The partner gathers the problem, budget, and decision maker.
3. The partner may request a confidential briefing on the potentially suitable application.
4. The customer joins a 4-hour workshop to identify root causes.
5. The customer signs a contract for a blueprint.
6. Tradenet executes and solves the customer problem.

Tradenet does not provide demos, trials, preliminary sales meetings, or alternative engagement models.

Annex B - Dynamic Product and Service Rules

• Annex B is incorporated by reference through the current materials and notices published by Tradenet.
• tradenet.it is a live contractual source for current product scope, availability, conditions, and operating rules.
• The Partner must verify updates before each customer interaction.

Annex C - Sanctioned Countries and Territories

Operational definition: sanctioned countries and territories are those subject to EU restrictive measures that ban or materially restrict sale or supply of the Products and Services covered by this agreement.

List as of February 26, 2026 (non-exhaustive, subject to updates):

• Russia and the Ukrainian territories of Crimea/Sevastopol, Donetsk, Luhansk, Zaporizhzhia, Kherson.
• Belarus.
• Iran.
• North Korea.
• Syria.

Sales and supplies to persons or entities designated on applicable EU sanctions lists are prohibited even if they are located outside the countries listed above.