Brandjet Affiliate Program Agreement

Version 2.0 — Effective Upon Acceptance

Last Updated: March 3, 2025

IMPORTANT — PLEASE READ CAREFULLY BEFORE PARTICIPATING

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.

1. DEFINITIONS

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. PROGRAM OVERVIEW AND RELATIONSHIP

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. ELIGIBILITY AND ACCEPTANCE

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. AFFILIATE LEADS AND ATTRIBUTION

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. COMMISSION STRUCTURE AND MODELS

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.

6. PAYMENT TERMS

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.

7. MANDATORY DISCLOSURE REQUIREMENTS

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."