Affiliate Program Agreement

1.1 Program. The ReplyClerk Affiliate Program (the "Program") allows Affiliate to earn commissions by referring businesses to Company's online reputation management software-as-a-service product for Google Business reviews (the "Service"). Affiliate will be issued one or more unique tracking links and/or referral codes (collectively, "Referral Links") that identify customers referred by Affiliate.

1.2 Enrollment. To participate in the Program, Affiliate must submit an application and be approved by Company. Company reserves the right, in its sole discretion, to accept or reject any application for any lawful reason, and to terminate any Affiliate's participation in the Program in accordance with Section 9.

1.3 Eligibility. Affiliate represents and warrants that Affiliate is at least eighteen (18) years of age, has the legal capacity to enter into this Agreement, and, if applying on behalf of an entity, has full authority to bind that entity to this Agreement.

2.1 Use of Referral Links. Affiliate shall use only the Referral Links provided by Company to refer prospective customers ("Referred Customers"). A sale will be credited to Affiliate only if the Referred Customer (a) clicks on Affiliate's Referral Link or applies Affiliate's referral code at the time of checkout, and (b) completes a paid subscription to the Service in accordance with Company's tracking systems.

2.2 Tracking. Company's tracking systems and records will be the sole and definitive basis for determining commissions due. Affiliate acknowledges that cookies, browser settings, ad blockers, and other technical factors outside Company's reasonable control may affect tracking, and Company shall have no liability for sales not properly tracked through Company's systems.

2.3 No Self-Referrals. Affiliate may not earn commissions on Affiliate's own purchases of the Service or on purchases made by any entity owned or controlled by Affiliate. Self-referrals constitute a material breach of this Agreement.

3.1 Commission Rate. Subject to the terms of this Agreement, Company shall pay Affiliate a commission equal to twenty-five percent (25%) of the Net Recurring Revenue actually received by Company from each Referred Customer for so long as that Referred Customer maintains an active, paid subscription to the Service.

3.2 Net Recurring Revenue. "Net Recurring Revenue" means the recurring monthly subscription fees actually received and retained by Company from a Referred Customer, less (a) refunds, chargebacks, credits, and reversals; (b) sales, use, value-added, and similar taxes; (c) payment processing fees charged by Stripe or other payment processors; and (d) any discounts, coupons, or promotional credits applied to the Referred Customer's subscription. One-time fees, setup fees, add-on charges, and non-recurring charges are excluded from Net Recurring Revenue and do not generate commissions.

3.3 Subscription Tiers. Commissions apply to both of Company's standard subscription tiers (currently $99/month and $199/month) and to any successor or replacement recurring subscription plans designated by Company in writing as eligible for the Program. Company reserves the right to add, modify, or discontinue subscription tiers at any time.

3.4 Recurring Nature. Commissions are recurring and will continue to accrue each month that the Referred Customer remains an active, paying subscriber, subject to the terms of this Agreement. Commissions cease immediately upon cancellation, non-payment, downgrade to a non-eligible plan, or termination of the Referred Customer's subscription, and upon termination of this Agreement as set forth in Section 9.

3.5 Refunds and Chargebacks. If a Referred Customer receives a refund or initiates a chargeback after a commission has been paid to Affiliate, the corresponding commission amount will be deducted from Affiliate's next payout. If Affiliate's account does not contain sufficient unpaid commissions to offset the deduction, Affiliate agrees to repay the deficit to Company within thirty (30) days of written demand.

4.1 Payment Method. All commission payments will be made automatically through Stripe (or such other payment processor as Company may designate from time to time). Affiliate must create and maintain an active Stripe Connect account (or comparable account) in good standing in order to receive payments. Affiliate is solely responsible for ensuring that Affiliate's payment account information is accurate and up to date.

4.2 Payment Schedule. Commissions are calculated on a calendar-month basis and are paid out automatically following the close of each calendar month, typically within fifteen (15) days after month-end, subject to the holdback and adjustment provisions of this Agreement. Company may delay or withhold payment if Company reasonably suspects fraud, breach of this Agreement, or any chargeback risk.

4.3 Minimum Payout. Company may, in its sole discretion, establish a minimum payout threshold. Earned commissions below the threshold will roll over to subsequent payment periods until the threshold is met.

4.4 Taxes. Affiliate is solely responsible for all taxes, withholdings, and government charges arising out of payments received under this Agreement. Affiliate shall provide Company with any tax forms (including IRS Form W-9 or W-8, as applicable) reasonably required for Company's tax reporting obligations. Company may withhold payment until any required tax documentation is received.

4.5 Independent Contractor. Affiliate is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, joint venture, agency, or franchise relationship. Affiliate has no authority to make any representations, warranties, or commitments on behalf of Company.

5.1 Lawful Promotion. Affiliate shall promote the Service only through lawful means and in a professional manner. Affiliate shall comply with all applicable federal, state, and local laws and regulations, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), the Federal Trade Commission Act, the FTC's Endorsement Guides (16 C.F.R. Part 255), and all applicable consumer protection, advertising, privacy, and data protection laws.

5.2 Truthful Representations. Affiliate shall not make any false, misleading, deceptive, or unsubstantiated claims about the Service, Company, or any results that customers may achieve. Affiliate shall use only marketing materials and claims that are either provided or expressly approved by Company in writing.

5.3 Required Disclosures. Affiliate shall clearly and conspicuously disclose Affiliate's material connection to Company in all promotional content, in compliance with the FTC Endorsement Guides.

5.4 Prohibited Conduct. Affiliate shall not, directly or indirectly: (a) send unsolicited commercial email (spam) referencing Company, the Service, or any Referral Link; (b) bid on Company's trademarks, brand names, or any confusingly similar terms in any pay-per-click or paid search advertising platform; (c) use cookie-stuffing, link-cloaking (other than standard URL shorteners), iframe stuffing, forced clicks, malware, adware, or any other deceptive tracking or traffic-generation methods; (d) register or use any domain name, social media handle, or app name containing "ReplyClerk" or any confusingly similar variation; (e) promote the Service on any website or in any medium that contains or promotes adult content, gambling, hate speech, violence, illegal activity, or content that infringes the rights of any third party; (f) misrepresent Affiliate's identity, affiliation with Company, or the terms of any Company offer; (g) offer cash rebates, kickbacks, or other unauthorized incentives to Referred Customers in exchange for using a Referral Link; or (h) attempt to intercept, redirect, or override another affiliate's referral tracking.

5.5 Compliance Cooperation. Affiliate shall promptly take down or modify any promotional content upon Company's request and shall cooperate with any compliance investigation conducted by Company.

6.1 Limited License. Subject to Affiliate's ongoing compliance with this Agreement, Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to use Company's name, logos, trademarks, and approved marketing materials (collectively, the "Company Marks") solely for the purpose of promoting the Service in accordance with this Agreement and any brand guidelines provided by Company.

6.2 Reservation of Rights. All right, title, and interest in and to the Company Marks, the Service, and all related intellectual property remain the exclusive property of Company. Affiliate acquires no ownership rights by virtue of this Agreement, and all goodwill arising from Affiliate's use of the Company Marks inures solely to the benefit of Company.

6.3 No Modification. Affiliate shall not alter, modify, or create derivative works of the Company Marks and shall use them only in the form and manner approved by Company.

7.1 Confidential Information. "Confidential Information" means any non-public information disclosed by Company to Affiliate in connection with the Program, including, without limitation, customer lists, sales data, commission rates of other affiliates, pricing strategies, technical information, product roadmaps, and any other information that a reasonable person would understand to be confidential.

7.2 Obligations. Affiliate shall (a) hold all Confidential Information in strict confidence, (b) use Confidential Information solely for the purpose of performing Affiliate's obligations under this Agreement, and (c) not disclose Confidential Information to any third party without Company's prior written consent. The obligations in this Section 7 shall survive termination of this Agreement for a period of three (3) years.

8.1 No Guarantees. Company makes no representations or warranties regarding the income or earnings Affiliate may achieve through the Program. Affiliate acknowledges that earnings depend on numerous factors outside Company's control, including Affiliate's own efforts, marketing skills, and market conditions.

8.2 DISCLAIMER OF WARRANTIES. THE PROGRAM, THE SERVICE, THE COMPANY MARKS, AND ALL MARKETING MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED.

8.3 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE BY COMPANY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.1 Term. This Agreement begins on the date Affiliate's application is accepted by Company and continues until terminated as provided herein.

9.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, upon written notice (including email) to the other Party.

9.3 Termination for Cause. Company may suspend or terminate Affiliate's participation in the Program immediately, without notice, if Company believes in good faith that Affiliate has breached this Agreement, engaged in fraudulent or deceptive activity, or otherwise acted in a manner that may harm Company's reputation or business.

9.4 Effect of Termination. Upon termination of this Agreement for any reason: (a) all licenses granted to Affiliate, including the right to use Referral Links and Company Marks, immediately terminate; (b) Affiliate shall promptly cease all use of the Company Marks and remove all Referral Links and Company-related promotional content from Affiliate's websites and channels; and (c) Affiliate's right to receive any further commissions, including recurring commissions on previously Referred Customers, shall immediately and permanently cease, except that Company shall pay Affiliate any commissions earned and unpaid as of the effective date of termination, subject to the terms of Sections 3 and 4. For the avoidance of doubt, termination of this Agreement extinguishes all rights to recurring commissions, and Affiliate shall have no claim to commissions accruing after the effective date of termination.

9.5 Survival. Sections 3.5, 4.4, 6.2, 7, 8, 9.4, 9.5, 10, and 11 shall survive any termination or expiration of this Agreement.

Affiliate shall defend, indemnify, and hold harmless Company and its officers, directors, members, employees, agents, and affiliates from and against any and all claims, demands, actions, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Affiliate's breach of this Agreement; (b) Affiliate's negligence, willful misconduct, or violation of any law; (c) any claim that Affiliate's promotional content, websites, or marketing activities infringe, misappropriate, or violate the rights of any third party; or (d) any representations or warranties made by Affiliate about the Service that were not expressly authorized by Company in writing.

11.1 Modification. Company reserves the right to modify this Agreement, including commission rates, payment terms, and Program rules, at any time by posting an updated version or by providing notice to Affiliate. Affiliate's continued participation in the Program after the effective date of any modification constitutes acceptance of the modified terms. If Affiliate does not agree to a modification, Affiliate's sole remedy is to terminate this Agreement under Section 9.2.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict-of-laws principles. The Parties irrevocably consent to the sole and exclusive jurisdiction and venue of the state and federal courts located in Sheridan County, Wyoming for all dispute arising out of or relating to this Agreement that is not subject to arbitration.

11.3 Dispute Resolution; WAIVER OF JURY TRIAL; NO CLASS ACTION. Any dispute, claim, or controversy arising out of or relating to this Agreement shall, at Company's election, be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, with arbitration to take place in Sheridan, Wyoming. Each Party shall bear its own costs and attorneys' fees, except as otherwise awarded by the arbitrator. The Parties HEREBY IRREVOCABLY waive any right to a trial by jury and to participate in any class or representative action.

11.4 Assignment. Affiliate may not assign or transfer this Agreement or any rights or obligations hereunder without Company's prior written consent. Company may freely assign this Agreement. Any attempted assignment in violation of this section is void.

11.5 Notices. Notices to Company shall be sent to ReplyClerk LLC, 30 N. Gould, Suite R, Sheridan, Wyoming 82801, or to hello@replyclerk.com or such other email address as Company designates. Notices to Affiliate may be sent to the email address on file in Affiliate's account.

11.6 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the Program and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding the same subject matter, all of which are merged herein.

11.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

11.8 Waiver. No waiver by either Party of any breach of this Agreement shall constitute a waiver of any subsequent breach. No waiver shall be effective unless in writing and signed by the waiving Party.

11.9 Force Majeure. Company shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including, without limitation, acts of God, war (whether declared or undeclared), terrorism, civil unrest, pandemic, internet or utility outages, payment processor failures, or governmental action.

11.10 Headings. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

11.11 Electronic Acceptance. Affiliate acknowledges that clicking "I Agree" (or a similar button), submitting an application, or otherwise participating in the Program constitutes Affiliate's electronic signature and legally binding acceptance of this Agreement.

11.12 ACCEPTANCE OF GENERAL TERMS & PRIVACY POLICY. Affiliate acknowledges that clicking "I Agree" (or a similar button), submitting an application, or otherwise participating in the Program constitutes Affiliate's electronic signature and legally binding acceptance of ReplyClerk's general website terms and conditions and privacy policy.