Brandjet Affiliate Program Agreement

This Affiliate Program Agreement (this "Agreement") is a legally binding contract between you ("Affiliate") and Brandjet, Inc. ("Brandjet"). By submitting an application, clicking "I Agree," or participating in the Brandjet Affiliate Program in any capacity, you confirm that you have read, understood, and agree to be bound by all terms herein. If you do not agree, you must not participate in the Affiliate Program.

The following capitalized terms shall have the meanings set forth below throughout this Agreement.

• Affiliate — The individual or entity accepted into the Affiliate Program under this Agreement. Also referred to as "you" or "your."
• Affiliate Channels — Permitted promotional platforms including websites, social media profiles, email newsletters to opted-in lists, and other digital properties, expressly excluding discount sites, coupon aggregators, and cashback platforms unless Brandjet provides prior written approval.
• Affiliate Lead — A prospective customer who clicks on a valid Affiliate Link within the applicable Cookie Duration and completes a qualifying Customer Transaction.
• Affiliate Link — The unique, trackable URL issued to Affiliate for use solely on Approved Channels in promoting Brandjet Products.
• Affiliate Policies — All policies, guidelines, prohibited activities lists, and requirements applicable to affiliates that Brandjet publishes or updates from time to time, incorporated herein by reference.
• Affiliate Tool — The platform, dashboard, or tracking system provided by Brandjet to manage Affiliate's participation, track Affiliate Leads, and process Commission payments.
• Chargeback — A reversal of a Customer Transaction initiated by a Customer's financial institution or payment processor.
• Clawback Period — The sixty (60) calendar day period following a Customer Transaction during which Commission may be reversed pursuant to Section 6.5.
• Commission — Compensation payable to Affiliate for eligible Customer Transactions, as determined by the applicable Commission Model in Schedule A or an Order Form.
• Commission Model — The specific commission structure applicable to Affiliate, as set forth in Schedule A or an Order Form. Multiple Commission Models may apply sequentially.
• Cookie Duration — The ninety (90) calendar day period following an Affiliate Link click during which a resulting Customer Transaction is attributable to Affiliate. Attribution is last-click.
• Customer — An individual or entity that purchases or subscribes to a Brandjet Product after being referred through a valid Affiliate Link within the Cookie Duration.
• Customer Data — All data submitted, uploaded, or processed by a Customer through Brandjet Products.
• Customer Transaction — A qualifying initial purchase or subscription by an Affiliate Lead, completed within the Cookie Duration, that is eligible for Commission under this Agreement.
• Eligible Plans — Brandjet paid subscription plans expressly designated as eligible for Commission in Schedule A or the Affiliate Tool. Free plans, trial periods, and enterprise/custom-priced plans are excluded unless expressly stated.
• FTC Guidelines — The U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, as amended from time to time.
• Net Commission — The Commission amount after any applicable Clawback deductions, refund reversals, or fraud adjustments.
• Order Form — A written or electronic document executed by both parties specifying Commission Model, rates, and deal-specific terms, which supplements and may supersede this Agreement to the extent of any conflict.
• Prohibited Activities — The conduct listed in Section 9 of this Agreement, the Affiliate Policies, and any updates thereto.
• Transition Notice — Written notice confirming a change in Commission Model pursuant to Section 5.4, effective only upon written acknowledgment by Brandjet.
• Validation Period — The forty-five (45) calendar day period following a Customer Transaction during which the transaction is verified before Commission is approved for payment.

2.1 Nature of Relationship. This Agreement governs Affiliate's participation in the Brandjet Affiliate Program. Nothing herein creates an employment, agency, joint venture, partnership, or fiduciary relationship between the parties. Affiliate is an independent contractor solely responsible for its own business operations, taxes, and personnel.

2.2 Non-Exclusivity. This Agreement is non-exclusive. Both parties may engage with third parties, including direct competitors, subject to the confidentiality obligations in Section 11 and the brand protection obligations in Section 9.

2.3 Single Account. Affiliate may maintain only one (1) Affiliate Tool account. Creation of duplicate or multiple accounts without prior written consent is a Prohibited Activity and grounds for immediate termination and forfeiture of all accrued Commissions.

2.4 Program Updates. Brandjet may modify, discontinue, or integrate the Affiliate Program at any time upon thirty (30) calendar days' written notice to Affiliate for material changes. Continued participation after the notice period constitutes acceptance. Affiliate may terminate pursuant to Section 13 if it does not accept the updated terms.

3.1 Eligibility Requirements. To be eligible to participate in the Affiliate Program, Affiliate must:

• Be at least the age of majority in their jurisdiction of residence;
• Have the legal authority to enter into binding contracts;
• Not be located in, or be a national or resident of, any country subject to U.S. economic sanctions or export restrictions, including Cuba, Iran, North Korea, Syria, Russia, Belarus, and the regions of Crimea, Donetsk, and Luhansk;
• Not be listed on any U.S. government prohibited persons or entities list, including the OFAC SDN List or the BIS Entity List;
• Not be a direct competitor of Brandjet or an employee thereof (without prior written consent); and
• Operate a legitimate Affiliate Channel with genuine audience reach.

3.2 Application and Review. Brandjet will review applications and notify Affiliate of acceptance or rejection. Brandjet may request additional information prior to acceptance. Applications not accepted within thirty (30) calendar days shall be deemed rejected.

3.3 Onboarding. Upon acceptance, Affiliate must complete all required onboarding steps, including providing valid payment and tax documentation, within thirty (30) calendar days. Failure to do so may result in termination at Brandjet's discretion.

3.4 Team Members. Affiliate may authorize team members to access its Affiliate Tool account. Affiliate is solely responsible for all actions taken by authorized team members and must ensure they comply with this Agreement in full.

3.5 Ongoing Compliance. Affiliate must maintain eligibility and comply with this Agreement and all Affiliate Policies throughout the Term. Brandjet may re-verify eligibility at any time and may suspend access pending verification.

4.1 Cookie Duration and Attribution. Affiliate Links track referrals for a Cookie Duration of ninety (90) calendar days from first click, on a last-click attribution basis. If a prospect clicks multiple affiliate links before converting, Commission is awarded to the last valid Affiliate Link clicked within the Cookie Duration.

4.2 New Prospects Only. Affiliate Leads must be genuine new prospects not already in Brandjet's CRM, sales pipeline, or existing customer database at the time of the Affiliate Link click. Brandjet reserves the right to reject any Affiliate Lead at its reasonable discretion.

4.3 Brandjet's Sales Rights. Brandjet retains the right to independently engage with any Affiliate Lead and manage the sales process at its sole discretion, including assigning internal sales representatives.

4.4 Excluded Plans. Commission is not payable for free plan sign-ups, trial-only accounts, enterprise or custom-priced arrangements, or any plan not expressly listed as an Eligible Plan in Schedule A or the Affiliate Tool.

4.5 Ineligible Transactions. Commission is not payable for transactions involving:

• Fraud, misrepresentation, or manipulation of any kind;
• Violation of this Agreement, Affiliate Policies, or applicable law;
• Self-referrals (Affiliate referring itself, its employees, or related entities);
• Duplicate referrals already credited to another affiliate or partner;
• Customers enrolled in a conflicting Brandjet partner program;
• Duplicate IP addresses or device fingerprints indicating coordinated or artificial traffic;
• Transactions subsequently reversed, refunded, or charged back within the Clawback Period; or
• Any transaction Brandjet reasonably determines resulted from Prohibited Activities.

5.1 Overview. Brandjet offers multiple Commission Models to accommodate different affiliate relationships. The applicable model is specified in Schedule A or an Order Form. Where an Order Form conflicts with this Agreement, the Order Form controls solely as to the terms expressly addressed.

5.2 Commission Models Summary:

• First-Month Introductory — Trigger: Month 1 subscription fee. Rate: 100% of Month 1 fee. Recurrence: One-time only. Key Condition: Initial transaction within Cookie Duration.
• Recurring Revenue — Trigger: Month 2+ (post-Transition Notice). Rate: Per Schedule A / Order Form. Recurrence: Per billing cycle. Key Condition: Requires written Transition Notice.
• Hybrid (First-Month + Recurring) — Trigger: Month 1 @ 100%, then recurring. Rate: 100% Month 1 + % from Month 2. Recurrence: Ongoing after transition. Key Condition: Default model unless stated otherwise.
• Flat-Fee / One-Time — Trigger: Per qualifying transaction. Rate: Fixed USD per Order Form. Recurrence: None. Key Condition: No recurring component.
• Custom / Tiered — Trigger: Agreed milestones or volume. Rate: Per executed Order Form. Recurrence: Variable. Key Condition: Supersedes Schedule A rates.

5.3 First-Month / Introductory Model. Where specified in Schedule A or an Order Form, Affiliate shall earn a Commission equal to one hundred percent (100%) of the first month's subscription fee paid by each referred Customer ("First-Month Commission"). This is a one-time payment applicable solely to the initial billing cycle. Key Terms: Rate — 100% of Month 1 subscription fee (net of taxes and fees). Trigger — Customer completes initial paid subscription within Cookie Duration. Recurrence — One-time. Does not apply to renewals, upgrades, or expansions. Clawback — Subject to 60-day Clawback Period. Transition — May switch to Recurring Model via Transition Notice.

5.4 Recurring Commission Model and Transition. Where specified in Schedule A or an Order Form, or upon a valid Transition Notice, Affiliate shall earn a recurring Commission as a percentage of ongoing subscription fees paid by each referred Customer ("Recurring Commission"). The rate and duration are as specified in Schedule A or the applicable Order Form. A Transition Notice has no legal effect until Brandjet provides written acknowledgment confirming the recurring rate.

5.5 Hybrid Model (Default Recommended). The Hybrid Model combines 100% of Month 1 as a First-Month Commission, automatically transitioning to the Recurring Model from Month 2 at the rate specified in Schedule A or an Order Form, without requiring a separate Transition Notice.

5.6 Cancellation Threshold / Fraud Trigger. If more than fifty-five percent (55%) of an Affiliate's Customer Transactions in any given calendar month are subsequently cancelled, refunded, or charged back within sixty (60) days, Brandjet reserves the right to: (a) suspend payment of all Commissions for that month pending investigation; (b) reverse previously paid Commissions for that month; and (c) terminate this Agreement for cause.

5.7 Tiered Performance Structure. Brandjet may, at its discretion, offer performance-based tiers with escalating Commission rates and benefits. Tier eligibility, rates, and benefits are specified in Schedule A or the Affiliate Tool and may be updated with thirty (30) days' notice.

5.8 Commission Rate Modifications. Brandjet may modify Commission rates applicable to new Customer Transactions upon thirty (30) calendar days' prior written notice. Rate changes shall not apply retroactively to Customer Transactions already in the Validation Period.

5.9 No Commission on Renewals or Expansions. Unless expressly stated in Schedule A or an Order Form, Commission applies only to the initial qualifying Customer Transaction. Commission does not extend to subscription renewals, plan upgrades, seat expansions, add-ons, or additional purchases by the same Customer.

6.1 Payment Prerequisites. To receive any Commission payment, Affiliate must: Accept this Agreement in its then-current form; maintain an active, single Affiliate Tool account in good standing; provide valid and current payment details; submit all required tax documentation (IRS Form W-9 for U.S. persons; W-8 series for non-U.S. persons); and not be in breach of this Agreement or subject to a pending investigation. Failure to satisfy all prerequisites within six (6) months results in permanent forfeiture of that Commission.

6.2 Payment Schedule and Terms. Commission payments are made on a net-45 basis — Net Commissions are calculated and approved at the end of each calendar month, and payment is disbursed forty-five (45) calendar days after month-end. Minimum payout threshold is USD $50.00.

6.3 Currency and Payment Method. Commissions are paid in U.S. Dollars (USD) by the payment method selected by Affiliate from options available in the Affiliate Tool (ACH, wire transfer, PayPal, or equivalent). Affiliate is solely responsible for all applicable taxes, duties, levies, currency conversion costs, and third-party transaction fees.

6.4 Validation Period. All Customer Transactions are subject to a forty-five (45) calendar day Validation Period during which Brandjet verifies the transaction, confirms no refund or cancellation has occurred, and checks for fraud indicators.

6.5 Clawback and Chargebacks. If a Customer receives a full or partial refund, or initiates a Chargeback, within sixty (60) calendar days of the Customer Transaction date, the corresponding Commission shall be reversed. If payment has already been made, the reversed amount shall be deducted from future Commission payments. If a Customer downgrades to a lower-priced plan within the Clawback Period, Commission shall be recalculated based on the lower plan's subscription fee.

6.6 Fraud Investigation and Audit Rights. Brandjet reserves the right to investigate any suspected fraud, policy violation, or abnormal traffic pattern at any time. During an investigation, Brandjet may withhold payment of affected Commissions.

6.7 Assignability. This Agreement is assignable by Brandjet to any successor entity. Affiliate may not assign this Agreement or any Commission rights without Brandjet's prior written consent.

7.1 FTC Disclosure. Affiliate must clearly and conspicuously disclose its material connection to Brandjet (i.e., that it receives compensation for referrals) in all promotional content, in compliance with the FTC Guidelines. Disclosure must appear before any affiliate link or call to action, in plain language, in a font and color that is easily readable.

Required Disclosure Language (Example): "Disclosure: I earn a commission if you purchase through my link. This helps support my content at no extra cost to you."

7.2 No False Earnings Claims. Affiliate must not make specific income or earnings claims unless they are truthful, substantiated, and include clear and prominent disclaimers that results are not typical.

7.3 Accuracy of Claims. All product claims, pricing representations, and feature descriptions must be accurate and consistent with Brandjet's current published materials.

7.4 Social Media. On social media platforms, Affiliate must use platform-native disclosure tools (e.g., "#ad", "#sponsored", or platform affiliate disclosure features) in addition to any textual disclosure.

8.1 Pre-Approval Requirement. Affiliate must submit all marketing materials, landing pages, advertising copy, and promotional content that uses Brandjet's name, marks, or product descriptions to Brandjet for prior written approval before publication or distribution. Brandjet will respond to approval requests within ten (10) business days.

8.2 Review Rights. Brandjet reserves the right to review Affiliate's website(s), social media profiles, email marketing practices, and any other Affiliate Channel at any time.

8.3 Removal of Non-Compliant Content. Upon Brandjet's written request, Affiliate must remove or modify any promotional content that Brandjet determines is inaccurate, misleading, non-compliant, or harmful to Brandjet's brand. Affiliate must comply within forty-eight (48) hours.

8.4 Quality Standards. Affiliate Channels must maintain professional quality and must not contain content that is defamatory, obscene, hateful, discriminatory, or otherwise objectionable.

Affiliate must not engage in any of the following activities. Violations may result in immediate termination, forfeiture of all accrued Commissions, and liability for damages. This list is illustrative and not exhaustive.

• 9.1 Brand and Trademark Violations: Bidding on Brandjet's trademarked keywords without express prior written approval; including Brandjet's trademarks in domain names or social media handles; using Brandjet's marks in any unauthorized manner; creating websites that impersonate official Brandjet properties; making public statements on behalf of Brandjet without prior written authorization.
• 9.2 Deceptive and Fraudulent Practices: Cookie stuffing, pixel stuffing, forced clicks, or artificial lead generation; using bots, scripts, or click farms; creating fake reviews or testimonials; making false claims; manipulating the Affiliate Tool; creating duplicate accounts.
• 9.3 Spam and Unsolicited Communications: Sending unsolicited commercial email, SMS, or DMs in violation of CAN-SPAM, CASL, GDPR; conducting mass email campaigns to purchased or scraped lists; using pop-up advertising, adware, or spyware; telemarketing or cold calling without lawful basis.
• 9.4 Placement and Channel Restrictions: Placing content on discount sites, coupon aggregators, or cashback platforms without approval; placing content on adult, gambling, hate speech, or illegal platforms; directing content at individuals under 13; incentivizing clicks or sign-ups without approval; using affiliate content in offline marketing without approval.
• 9.5 Competitive and Relationship Conflicts: Referring own employer or related entities without prior disclosure; contacting existing Brandjet customers to divert them; making disparaging or false statements about Brandjet.

The following activities result in immediate termination and forfeiture of all accrued Commissions: Any spam offense; Cookie stuffing or artificial traffic generation; Brand bidding on Brandjet trademarks (without approval); Fraudulent Customer Transactions or fake leads; Exceeding the 55% monthly cancellation threshold.

10.1 Trademark License. Each party grants the other a limited, non-exclusive, non-transferable, royalty-free license to display approved trademarks solely in connection with the Affiliate Program. Affiliate's trademark license terminates immediately upon expiration or termination of this Agreement.

10.2 Trademark Guidelines. Affiliate must use Brandjet's marks only in their approved form, without modification or distortion.

10.3 Brandjet Intellectual Property. All Brandjet Products, content, software, and technology remain the exclusive property of Brandjet and its licensors. No rights are granted except as expressly stated.

10.4 Affiliate-Created Content. Affiliate-created promotional content incorporating Brandjet's brand elements may be used by Brandjet for its own marketing purposes upon Affiliate's written consent.

10.5 Customer Data. Customers retain all ownership of their Customer Data. Brandjet shall not use Customer Data inconsistent with its published Privacy Policy.

11.1 Confidential Information. Each party agrees to hold in strict confidence all non-public, proprietary, or sensitive information of the other party, including Commission rates, customer lists, business strategies, pricing, and the specific terms of this Agreement.

11.2 Exclusions. Confidential Information excludes information that is publicly available, was already known, is independently developed, or must be disclosed by law.

11.3 Survival. Confidentiality obligations survive termination for three (3) years, except for trade secrets, which are protected indefinitely.

12.1 Data Protection Laws. Each party shall comply with all applicable data protection and privacy laws (GDPR, CCPA, etc.).

12.2 Affiliate's Data Obligations. Where Affiliate collects or processes personal data, Affiliate shall have a lawful basis, provide privacy notices, honor data subject rights, and implement appropriate security measures.

12.3 Data Processing Addendum. Where required by law (e.g., for EU/EEA-based affiliates), the parties shall execute a Data Processing Addendum.

12.4 Export Controls. Affiliate shall comply with all applicable U.S. export control and sanctions laws.

12.5 Advertising Law Compliance. Affiliate shall comply with all applicable advertising, marketing, and consumer protection laws, including CAN-SPAM, CASL, and FTC Guidelines.

13.1 Term. This Agreement commences on the date Affiliate's application is accepted and continues until terminated.

13.2 Termination for Convenience. Either party may terminate upon fifteen (15) calendar days' prior written notice.

13.3 Immediate Termination for Cause. Brandjet may terminate immediately upon: Zero-Tolerance Activity; material breach; fraudulent or illegal conduct; insolvency; 55% cancellation threshold; or conduct materially harmful to Brandjet.

13.4 Cure Period. For non-zero-tolerance breaches, Brandjet will provide written notice. Affiliate shall have thirty (30) calendar days to cure.

13.5 Low Performance Termination. Brandjet may terminate upon thirty (30) days' notice if Affiliate has zero qualifying Customer Transactions in any continuous 180-day period.

13.6 Effect of Termination. Upon termination: all licenses cease; Affiliate must remove Affiliate Links and promotional content within 48 hours; accrued Net Commissions for eligible transactions completed prior to termination shall be paid, unless termination is for cause.

13.7 Commission Cutoff. No Commission is payable for Customer Transactions completed more than thirty (30) calendar days after the effective termination date.

13.8 Non-Solicitation Post-Termination. For twelve (12) months following termination, Affiliate shall not solicit Brandjet customers (introduced through Affiliate) to cancel or migrate, or other affiliates to terminate.

Each party represents and warrants that it has full legal right and authority to enter into this Agreement; this Agreement constitutes a valid, binding obligation; and its performance does not violate any applicable law or third-party agreement.

Affiliate additionally represents and warrants that it satisfies all eligibility requirements; will not engage in Prohibited Activities; will comply with data protection and privacy laws; will make required FTC disclosures; and has not made any binding representation or warranty on behalf of Brandjet.

15.1 Affiliate's Indemnification. Affiliate shall defend, indemnify, and hold harmless Brandjet and its officers, directors, employees, and agents from any claims arising out of: Affiliate's breach of this Agreement; Affiliate's marketing activities; Affiliate's violation of law; any Prohibited Activity; or any third-party claim arising from Affiliate's participation.

15.2 Brandjet's Limited Indemnification. Brandjet shall defend and indemnify Affiliate from third-party claims alleging that Brandjet's Products infringe a third party's intellectual property rights, when used as authorized, provided Affiliate promptly notifies Brandjet and cooperates. This does not apply to claims arising from Affiliate's unauthorized use or modification.

16.1 Disclaimer of Warranties. BRANDJET PRODUCTS AND THE AFFILIATE TOOL ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.

16.2 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

16.3 Aggregate Liability Cap. BRANDJET'S TOTAL AGGREGATE LIABILITY TO AFFILIATE SHALL NOT EXCEED THE TOTAL NET COMMISSIONS ACTUALLY PAID TO AFFILIATE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

17.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of law principles.

17.2 Dispute Resolution and Arbitration. Any dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, conducted in English, with the seat in Wilmington, Delaware. Each party waives its right to a jury trial.

17.3 Class Action Waiver. TO THE EXTENT PERMITTED BY LAW, AFFILIATE WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST BRANDJET.

17.4 Entire Agreement. This Agreement, together with all Schedules, Order Forms, and Affiliate Policies, constitutes the entire agreement between the parties.

17.5 Amendments. Brandjet may amend this Agreement by providing thirty (30) days' written or electronic notice.

17.6 Waiver and Severability. Failure to enforce any provision shall not constitute a waiver. If any provision is unenforceable, it shall be modified to the minimum extent necessary.

17.7 Notices. Notices to Brandjet: legal@brandjet.com. Notices to Affiliate: the email address registered in the Affiliate Tool.

17.8 Complaints and Disputes. Affiliate may submit complaints or commission disputes to affiliates@brandjet.com. Brandjet will acknowledge within three (3) business days and provide a substantive response within fourteen (14) calendar days.

17.9 Non-Disparagement. During the Term and for twenty-four (24) months following termination, Affiliate shall not make public disparaging or materially false statements about Brandjet.

17.10 Force Majeure. Neither party is liable for delays or failures resulting from causes beyond its reasonable control.

17.11 Language. This Agreement is executed in English, which shall be the governing language.

17.12 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts. Electronic signatures (including click-to-accept) are valid and binding.

Schedule A is incorporated into and forms part of the Brandjet Affiliate Program Agreement. To be completed and executed for each Affiliate relationship.

Key Terms:

• Cookie Duration — 90 days from Affiliate Link click (last-click attribution)
• Validation Period — 45 calendar days from Customer Transaction date
• Clawback Period — 60 calendar days from Customer Transaction date
• Cancellation Threshold — 55% of monthly referrals (see Section 5.6)
• Minimum Payout Threshold — USD $50.00
• Payment Terms — Net-45 from end of month in which Commission is validated
• Payment Currency — USD
• Governing Law — State of Delaware

The following commission models are available (select one per Order Form):

• Hybrid Model — 100% Month 1 + Recurring from Month 2 [RECOMMENDED]
• First-Month Only — 100% Month 1, one-time payment
• Recurring Only — No First-Month bonus; recurring % per billing cycle
• Flat-Fee Per Transaction — Fixed USD amount per qualifying transaction
• Custom / Tiered — Per executed Order Form; supersedes Schedule A rates