Become an Infrastructure Partner

1. Independent Contractor Status

You are an independent business owner. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and Voltage Nexus. You are not an employee, agent, or franchisee of the Company.

You set your own hours, select your own venues, make your own business decisions, and bear your own costs, taxes, and business risk. You have no authority to bind Voltage Nexus, to make representations on its behalf, or to incur any obligation in its name. This is not a franchise, and no franchise fee, territory, or protected market is granted.

2. No Purchase Required

Participation as an Infrastructure Partner does not require the purchase of any kiosk, inventory, or product. There is no buy-in, qualifying order, minimum purchase, or recurring purchase requirement to participate or to remain eligible to earn. You may participate, sell kiosks to others, and earn without owning a kiosk yourself.

3. The Partner Role

As an Infrastructure Partner, your role is the physical and relational side of the network. You may:

• Purchase kiosks and place them in venues you source
• Choose venue locations and build and maintain those venue relationships
• Arrange installation and keep kiosks stocked, clean, and operational
• Introduce other Partners to the program

Voltage Nexus provides and operates everything else: the software, dashboards, payment processing, kiosk monitoring, customer service, remote updates, the advertising marketplace, ad review, and revenue accounting.

4. Kiosk Ownership

Kiosks you purchase are your property. You hold title to the hardware, and it is your equipment to place, relocate, maintain, insure, or sell, subject to this Agreement.

The software, network, firmware, and platform that make a kiosk function are owned and operated by Voltage Nexus and are licensed to you for use only while you are an active Partner in good standing. A kiosk earns revenue only through the Voltage Nexus network; ownership of the hardware does not include any right to the software or network independent of this Agreement.

5. Compensation

Voltage Nexus pays Partners from real activity on deployed kiosks and on real product sales. The compensation structure is:

• Rental revenue share — 40% of the rental revenue produced by the kiosks attributed to you
• Advertising revenue share — 40% of the advertising revenue produced by the kiosks attributed to you
• Personal sale commission — $150 for each kiosk you personally sell to a new Partner
• Production override — 12% of the rental and advertising revenue produced by the deployed kiosks of Partners you personally enroll (a single level; you earn on Partners you personally enroll, and no further)

Payments are made weekly, each Friday, for amounts earned during the prior week on a one-week delay (for example, amounts earned Friday through Thursday of one week are paid the following Friday of the next week). Voltage Nexus issues a Form 1099 for earned income as required by law. You are solely responsible for reporting and paying your own taxes.

The production override is paid on production, never on enrollment. Kiosks that are sold but not deployed and earning produce no override.

6. What Is Not Compensated

Voltage Nexus pays no compensation for recruiting or enrolling anyone. Specifically, nothing is paid for:

• Recruiting, enrolling, or signing up any person
• Reaching a rank, title, or status
• Purchasing inventory that is not deployed
• Any level of the network beyond the Partners you personally enroll

Every dollar paid under this Agreement is paid either on the sale of a real product or on the revenue that deployed kiosks generate from the public.

7. Software Access Fee

Each kiosk you own carries a software access fee of $5.00 per kiosk, per month. This fee covers the dashboard, kiosk monitoring and telemetry, the cellular connection that keeps the kiosk online, customer support for your renters, hosting, and software updates. It is billed per owned kiosk, whether or not the kiosk is deployed, and is not a membership or activation fee.

If a payment lapses, a 30-day grace period applies, during which your kiosks continue to operate. If the account remains past due after the grace period, dashboard access may be suspended, kiosks may be disabled at the Company’s discretion, and revenue may be held until the account is brought current. Amounts earned are held, not forfeited, and are released when the account is current.

8. The Partner Contact Card

Each kiosk you own displays a Partner Contact Card in one reserved screen slot, at no cost. The Contact Card is generated by Voltage Nexus from your account profile using a fixed company template. It displays your name, phone number, and email address, along with fixed company copy that is identical across the network.

You may not design, write, upload, or place any content on your kiosk slot, and you may not add any code, link, or QR code to it. The Contact Card will never contain any income claim, earnings figure, investment suggestion, promise of returns, or recruitment language. Its purpose is solely to let a person who sees the kiosk contact its owner.

You may not affix stickers, cards, signage, or any partner-authored promotional material to or around a kiosk or otherwise circumvent this section. Doing so is a material breach of this Agreement.

9. Venue Relationships

You source and maintain your own venue relationships. Voltage Nexus does not require a placement agreement with venues, by design, so that kiosks may be relocated freely. You are responsible for keeping your venue relationships in good standing and for arranging battery restocking with each venue.

Venues host kiosks at no charge and receive no revenue share unless they purchase a kiosk and become a Partner. A venue may refuse any advertisement on the kiosk in its building.

10. Warranty, Insurance, and Risk of Loss

Kiosk warranties and returns are governed by the Refund & Warranty Policy, incorporated by reference. Kiosks carry a three-year limited warranty against manufacturing defects, with a brand-new replacement unit as the remedy for a covered defect (you pay shipping).

The risk of loss of a kiosk passes to you upon delivery. Loss or damage from theft, vandalism, accident, water, misuse, or other excluded causes is your responsibility. Voltage Nexus strongly recommends that you maintain commercial insurance covering your kiosks against theft, vandalism, and damage.

11. All Sales Final

All kiosk purchases are final. Voltage Nexus does not offer refunds or a satisfaction guarantee for kiosk purchases. Your protection on the hardware is the three-year warranty described in the Refund & Warranty Policy.

12. No Guarantee of Earnings

Voltage Nexus makes no guarantee, projection, or representation of income. Revenue participation depends on real activity at real kiosks — foot traffic, location quality, venue type, seasonality, the number of kiosks deployed, advertising demand, and your own effort and judgment.

The Infrastructure Partner program is newly launched, and there is no established record of typical Partner results. Any figures shown in calculators, models, presentations, or marketing materials are illustrations of how the compensation math works — not forecasts, averages, or what you should expect to earn. Participation involves risk, including the risk of losing the full amount you pay. Many Partners will earn little or nothing. If you finance kiosks, you owe those payments regardless of what the kiosks produce. No Partner, representative, or promoter is authorized to guarantee you income.

13. Partner Conduct and Compliance

As a condition of participation, you agree that you will:

• Make no income claim, earnings guarantee, or promise of returns to any person, in any medium, at any time
• Not describe a kiosk as an investment or a security
• Comply with this Agreement and all Voltage Nexus policies, including the Advertising Policy
• Operate lawfully and obtain any licenses or permits your business requires
• Not damage, tamper with, or misuse kiosks, batteries, or the network, and not commit fraud or chargeback abuse
• Not reverse engineer, decompile, or attempt to derive the source code of the platform or firmware

You are responsible for your own statements. Voltage Nexus does not authorize, and is not bound by, any representation you make that conflicts with its published disclosures.

14. Term and Termination

This Agreement begins when you accept it and remains in effect for as long as you own or operate any kiosk connected to the Voltage Nexus network.

You may cease participating at any time by (a) removing your kiosks from service, (b) transferring them to another Partner who assumes the obligations of this Agreement, or (c) requesting that the Company deactivate them. For as long as any kiosk owned or deployed by you remains active on the network, you remain bound by this Agreement and all incorporated policies, regardless of your level of ongoing involvement.

While you are winding down, kiosks you continue to own and operate remain yours and continue to earn your revenue share in the ordinary course; your obligations under this Agreement continue for as long as those kiosks remain active.

Termination by the Company for cause

Voltage Nexus may suspend or terminate your participation for cause, which includes fraud or chargeback abuse; abuse, tampering with, or vandalism of kiosks or the network; violation of this Agreement or any Voltage Nexus policy; non-payment of the software access fee beyond the grace period; making any income claim or unauthorized earnings representation; and use of the Services for any unlawful purpose.

Effect of termination

On termination, your right to use the Voltage Nexus software and network ends, and kiosks attributed to you may be removed from the network and cease to earn. Amounts already earned and payable through the date of termination are paid in the ordinary course, subject to any hold for fraud, chargebacks, or amounts you owe the Company.

15. Company Buyback Right on For-Cause Termination

If Voltage Nexus terminates you for cause, the Company has the right, but not the obligation, to repurchase any or all kiosks you own that are deployed in venues, so that Company-branded hardware is not left operating in venues outside the Company’s relationship.

The buyback price for a kiosk is its original purchase price, depreciated on a straight-line basis over thirty-six (36) months from the date of your purchase. For example, a kiosk purchased for $1,200 has a buyback value of approximately $800 at twelve months and approximately $200 at thirty months; a kiosk beyond thirty-six months has a buyback value of $0. The Company may offset against the buyback price any amounts you owe the Company.

If the Company exercises this right, you agree to make the kiosks available for retrieval or return, and title to a repurchased kiosk passes to the Company on payment. This buyback right applies only to termination for cause; a Partner who voluntarily stops participating keeps the kiosks they own.

16. Confidentiality and Intellectual Property

The Voltage Nexus software, dashboards, firmware, designs, business processes, pricing, and non-public materials are confidential and proprietary to the Company. You may use them only to operate as a Partner and may not disclose, copy, or use them for any other purpose. All intellectual property in the platform, brand, and hardware designs remains the exclusive property of Voltage Nexus or its licensors. No rights are granted to you except the limited right to participate under this Agreement.

17. Arbitration and Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or your participation shall be resolved by binding arbitration administered in the State of Florida in accordance with the rules of the American Arbitration Association. You and the Company waive the right to a jury trial and the right to participate in a class action, class arbitration, or representative proceeding to the maximum extent permitted by law.

18. General

Voltage Nexus may modify this Agreement from time to time; the updated Agreement becomes effective when posted, and continued participation constitutes acceptance. This Agreement, together with the policies incorporated by reference, is the entire agreement between you and the Company regarding your participation and supersedes any prior understanding. If any provision is found unenforceable, the remainder stays in effect. Your obligations that by their nature should survive termination — including confidentiality, intellectual property, and dispute resolution — survive.

19. Contact

Questions about this Agreement may be sent to support@voltagenexus.com. Partner-specific questions may be directed to mitchell@voltagenexus.com.

Voltage Nexus is a brand operated by Voltage Nexus LLC, a Florida limited liability company.