Affiliate Program Agreement

1. About This Agreement

1.1 This Affiliate Program Agreement (the "Agreement") is between ElevateAI ("ElevateAI") and you ("Affiliate," "you"). It incorporates by reference the Terms and Conditions and the Acceptable Use Policy, and it governs your application to and participation in the ElevateAI affiliate program (the "Program").

1.2 By accepting this Agreement or participating in the Program, you agree to be bound by it. If you represent a business entity, you warrant that you have authority to bind it. You are responsible for making sure your employees, agents and representatives comply; their breaches are treated as yours.

1.3 Under the order of precedence in the Terms and Conditions, Section 5.2, this Agreement is supplemental and applies only to Program participants.

2. Application and Eligibility

2.1 You agree to provide the information we reasonably request with your application and warrant that it is truthful and accurate. We have sole discretion over who qualifies for the Program and may change the qualification criteria at any time.

2.2 You consent to being contacted about your application and the Program at the email address and phone number you provide. To stop Program text messages, reply STOP from the enrolled number; this opts you out of that program only and does not stop messages necessary to administer the Program. We may modify or discontinue Program messaging at any time, and we are not responsible for issues arising from mobile networks outside our control.

3. Program Rules

3.1 When participating in the Program you must comply with: (a) the Code of Conduct in Exhibit A; (b) this Agreement, all applicable laws and guidance (including the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising and related FTC guidance, the "FTC Endorsement Guides") and the terms of every website and platform you use (together, "Laws/Terms"); and (c) the Disclosure Requirements in Exhibit B.

3.2 If we determine, in our sole discretion, that you have violated any of these rules, you are in material breach, and we may terminate this Agreement and your participation immediately, including forfeiture of earned Commissions, in addition to any other remedies available to us.

4. Commissions, Attribution and Payment

4.1 Affiliate Link. On acceptance you receive a unique Affiliate ID through your affiliate dashboard, incorporated into the URL you use to promote ElevateAI (your "Affiliate Link").

4.2 Commission rates. This Section is the single source of truth for Program commission rates:

• (a) ElevateAI SaaS platform subscriptions: 20% recurring commission on Sales attributed to you;
• (b) Second tier: 5% recurring commission on Sales generated by affiliates you recruited into the Program ("Second Tier Affiliates"), with second-tier designations at our discretion.

Commission rates may change from time to time at our discretion, with changes applying prospectively.

4.3 What counts as a Sale. A "Sale" occurs when a new user (a "Prospect") reaches the ElevateAI site through your Affiliate Link and purchases, where your link was the last Affiliate Link the Prospect clicked within the previous 90 days. Where a Prospect has multiple affiliate cookies, the most recent generally controls, except: (a) recently canceled customers re-subscribing under a different affiliate within 90 days of cancellation; (b) self-referrals; and (c) other abuse scenarios we identify. Prospects who sign up with no affiliate connection are unaffiliated, and no Commission is due. Where different affiliates are connected to different services for one Prospect, we allocate Commissions as we reasonably determine. All determinations of whether a Sale occurred and whether a Commission is payable are made by us.

4.4 Anti-manipulation. You may not induce existing customers to cancel, transfer or re-affiliate accounts to attach them to your Affiliate ID. Unless the customer requests the change independently and in their own capacity, no Commission applies, and the attempt is a material breach.

4.5 When a Commission is earned. A Commission is earned only if: (a) you maintain a usable PayPal account and have given us complete, accurate payment information; and (b) the Prospect's account remains in good standing for at least 30 days after the Sale. No Commission is earned on Sales to anyone located in, or associated with, a country or territory subject to comprehensive US sanctions or a person on a US government sanctions list; you are responsible for making sure your Prospects are not sanctioned parties.

4.6 Payment. Commissions are paid in US dollars by PayPal within 30 days after the end of the calendar month in which we receive payment for the Sale. Commissions are calculated on the fees we actually receive, less sales taxes; PayPal processing fees may be deducted. Your combined balance must reach $50.00 before payout; if your combined Commissions do not reach $50.00 within a 120-day period, they are forfeited.

4.7 Clawbacks. If we determine a Sale was fraudulent or procured in violation of this Agreement or law, no Commission is earned; if already paid, we may offset it against future payouts or require repayment, and we may terminate this Agreement. If a Sale is refunded or charged back after a Commission was paid, the Commission is unearned and will be deducted from future payouts. Where we cannot pay a Commission for reasons outside our control, it may be forfeited.

5. Taxes and Required Documentation

5.1 You must register with PayPal to receive payouts. We or PayPal may require a completed W-8 or W-9 and supporting tax documents before paying Commissions; if you do not provide them promptly, Commissions earned more than 120 days before we receive them may be refused. If you are not a US resident, we may withhold tax where required by law. You are solely responsible for your own taxes, filings and reporting.

6. Intellectual Property and Brand Use

6.1 We may provide you with materials for use solely in the Program ("ElevateAI Materials"). We own them, and all goodwill from your use inures to us. We grant you a non-exclusive, royalty-free, personal, non-sublicensable license to use the ElevateAI Materials solely as needed for the Program, in the manner we approve. You must follow our brand guidelines and instructions, use trademark notices only as instructed and provide samples of materials using our marks on request.

6.2 All rights in the Services and in the ElevateAI name, trademarks, logos and other intellectual property not expressly granted to you are reserved. You may not use our marks in your company or domain name without written consent, and you may not attack our rights in them. You will promptly notify us of any infringement you become aware of, reasonably assist us (at our expense) in addressing it, and not promote anyone who infringes our IP. On becoming aware of any security breach affecting the Services on your systems, you will notify us immediately and cooperate to remedy it.

7. Confidentiality and Personal Information

7.1 "Confidential Information" means non-public business, technical, financial or other proprietary information you receive from us in connection with the Program, including brand guidelines, data, the terms of this Agreement and any personal information of customers or prospects we provide to you ("Personal Information"). It does not include information that: (a) is or becomes public through no fault of yours; (b) you already knew without restriction; (c) a third party rightfully disclosed to you without restriction; or (d) you independently developed without using it.

7.2 You will hold Confidential Information in strict confidence, use it only as this Agreement allows, and not disclose it to third parties, except where required by law or court order, in which case, where legally permitted, you will promptly notify us so we can seek protective treatment.

7.3 You will handle Personal Information in accordance with all applicable Laws/Terms and applicable privacy policies, maintain and publish your own privacy policy for the people you interact with in the Program, and never share or sell Confidential Information or Personal Information to third parties without our express written consent.

7.4 This Section survives termination.

8. Independent Contractor Status

8.1 You are an independent contractor, not an employee, agent or partner of ElevateAI. You have no authority to bind us, and you are solely responsible for your own taxes, withholdings, insurance and statutory obligations.

9. Term and Termination

9.1 This Agreement starts when you are accepted into the Program and continues until terminated. Either party may terminate at any time, with or without cause, on 30 days' written notice; we may terminate immediately, without notice, if you breach this Agreement.

9.2 On termination you will immediately stop using the ElevateAI Materials and remove references to ElevateAI from your sites, social accounts and marketing. Provisions that by their nature should survive, including ownership, confidentiality, indemnity and liability provisions, survive.

10. Representations and Warranties

10.1 You represent and warrant that: (a) you have full authority to enter into this Agreement; (b) it does not conflict with any other agreement you have; (c) your performance will not violate any law; and (d) all information you give us is accurate and complete.

10.2 The Program and the Services are provided without warranty of any kind; the disclaimers in the Terms and Conditions, Section 22, apply to the Program.

11. Indemnification

11.1 You agree to defend, indemnify and hold harmless ElevateAI and its officers, directors, employees, owners, parent companies and assigns from all claims, damages, liabilities, losses, fees and costs (including reasonable attorneys' fees and investigation costs) arising from or connected with:

• (a) information or data you supply;
• (b) your breach of this Agreement;
• (c) your use of ElevateAI property, including ElevateAI IP and Materials;
• (d) your negligence or willful misconduct or that of anyone working on your behalf;
• (e) your use or modification of the Services or Affiliate Links; and
• (f) materials you create or campaigns you run in connection with the Program.

11.2 We may assume the exclusive defense of any such matter at your expense; you will cooperate and will not settle any claim without our prior written consent.

12. Limitation of Liability

12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT, THE PROGRAM OR THE SERVICES IS SUBJECT TO THE EXCLUSIONS OF INDIRECT DAMAGES AND THE SINGLE AGGREGATE LIABILITY CAP IN THE TERMS AND CONDITIONS, SECTION 23. THIS AGREEMENT DOES NOT STATE A SEPARATE CAP.

13. Dispute Resolution, Class Action Waiver and Governing Law

13.1 This Agreement and all Program disputes are governed by the laws of the United States and the State of Delaware, without regard to conflict-of-law rules, and are resolved through the process in the Terms and Conditions, Section 26: informal negotiation, then mediation in Dover, Delaware, then exclusively the state and federal courts in the State of Delaware. If you are a consumer based in the European Union, you may instead bring a claim in the courts of the country where you reside.

13.2 CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT ALLOWED. ANY DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS, AND YOU MAY BRING A CLAIM ONLY ON YOUR OWN BEHALF.

13.3 Any claim under this Agreement must be brought within one year after the cause of action arises, or it is barred. The prevailing party in any proceeding is entitled to its costs and reasonable attorneys' fees.

13.4 Breach or threatened breach of this Agreement would cause us irreparable harm, so in addition to other remedies we may seek injunctive relief without posting a bond and without proving actual damages.

14. Force Majeure; Miscellaneous

14.1 Neither party is liable for non-performance caused by events beyond its reasonable control (including natural disasters, war, terrorism, embargoes, governmental action, labor disturbances, epidemics and public health emergencies), provided the affected party gives timely notice and makes good-faith efforts to find a reasonable solution.

14.2 You must notify us at [email protected] within 24 hours of receiving any complaint about content you have disseminated under this Agreement.

14.3 We may modify this Agreement by posting an updated version on this page; your continued participation after posting is acceptance. We may also modify the Disclosure Requirements in Exhibit B, and you must comply with modifications provided to you.

14.4 If any provision is inconsistent with applicable law, it is modified to the minimum extent needed to comply, and the rest of this Agreement remains in effect.

14.5 We are not responsible for the content or services of any third party.

14.6 Program contact: [email protected]. Legal notices: [email protected], ElevateAI, 8 The Green, Ste R, Dover, Delaware 19901, United States. Phone: +1 212 287 9171.

15. Prior Versions

15.1 This version of the Affiliate Program Agreement takes effect on the date at the top of this page and replaces all earlier versions.

16. Exhibit A: Code of Conduct

You must comply with every applicable ElevateAI policy and instruction, including immediate compliance with our requests to remove content or materials you have posted or distributed. In addition:

Truthfulness. Your claims about ElevateAI must reflect your honest, truthful opinions. If your opinion changes so that you can no longer truthfully endorse ElevateAI, tell us immediately; we may then terminate this Agreement. Everything you publish must be fair, accurate, typical and truthful, must reflect what an average customer can expect, and must clearly and conspicuously disclose generally expected results. Correct any statement that later becomes inaccurate. Do not make deceptive, misleading or unsubstantiated claims.

Prohibited claims. Do not state or imply that ElevateAI is or provides a business opportunity, franchise opportunity, "business-in-a-box" or assisted marketing plan. Do not guarantee, expressly or impliedly, that anyone will make money by using ElevateAI or by becoming an affiliate.

Competitors and conduct. If you comment on competitors, make clear you are not speaking for ElevateAI, and do not be defamatory, misleading, unfair or unsubstantiated. Do not defame ElevateAI, its employees, its affiliates or associated parties. Do not communicate or disseminate content that is unlawful, harassing or abusive; that incites hatred, slurs, bigotry, racism or gratuitous violence; or that contains pornography, vulgarity, obscenity, nudity or sexually explicit content. Do not promote excessive or irresponsible alcohol consumption or any illegal or abusive drug use.

Rights and technology. Do not disseminate content protected by intellectual-property, privacy or publicity rights unless you own or control all rights or have all necessary consents (including written permission from photo and video owners and everyone depicted, and commercially cleared music). Do not distribute malware or any code designed to damage, intercept or expropriate systems or data. Do not use software that intercepts, diverts or redirects internet traffic or affiliate payments, including toolbars, plug-ins and extensions. Do not impersonate ElevateAI or anyone else, or imply you can bind us. Do not copy or mirror the look and feel of our website or frame it.

Link integrity. Use your Affiliate Link only without manipulation; do not share it with another affiliate. Do not self-refer: only purchases by other people through your link earn Commissions. Do not engage in cookie stuffing, pop-ups, false or misleading links, or masking referring URLs. Do not engage in deceptive, manipulative or fraudulent behavior, alone or with a Prospect or another affiliate, or conduct outside the spirit of the Program to gain Commissions.

Communications. Do not send unsolicited bulk email, text spam, form spam or social spam. Comply with all laws applicable to your email (including the CAN-SPAM Act) and text (including the TCPA and related state laws) communications, along with privacy laws and industry data-security standards, and indemnify us for claims resulting from your failure to do so. Emails and texts must be sent on your own behalf and must not state or imply they come from ElevateAI; you are the designated sender, must scrub against applicable do-not-contact lists, must include a functioning opt-out, must not text anyone without prior written consent, and must honor all opt-outs. Comply with privacy laws when collecting Personal Information, follow our published privacy practices for any Personal Information we provide, and publish your own privacy policy. Comply with export and sanctions laws; do not pursue Sales to sanctioned parties or in sanctioned countries without our prior written approval.

Advertising placement. You may run paid advertising campaigns if you comply with Laws/Terms. Do not place advertisements on sites or apps containing or referencing adult content, pornography, weapons, graphic violence, alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, hateful, threatening, defamatory, harassing or discriminatory, or on fake news content. Do not use content containing advertising for yourself or third parties (such as money-making schemes, discount cards, credit counseling or online surveys). Do not engage in deceptive search engine optimization.

Promotions. Do not offer monetary incentives (rewards points, cash, prizes) for responses to advertisements. Do not run contests or offer prizes without our prior written approval, and administer any approved contest in compliance with all contest and sweepstakes laws. Do not offer discounts, coupons, free trials or promo codes unless we expressly authorize them in writing, and comply with all terms we set for any promotional offer. Unless we agree otherwise in writing, do not promote through a sub-affiliate network. Do not link to external sites that violate this Code of Conduct.

Your properties. Maintaining and updating your content, accounts and sites is your responsibility; we may monitor them, and you agree to honor our requested changes related to the Program. Use only images, text and content we provide as we authorize, without modification; all our rights in them are reserved.

17. Exhibit B: Disclosure Requirements

I. Disclose your material connection. You must make your material connection to ElevateAI known to viewers of your content, consistent with this Agreement, this Exhibit and all applicable law and guidance, including the FTC Endorsement Guides and the FTC's business guidance "Endorsement Guides: What People are Asking." Material connections include monetary compensation, free product, gift cards, discounts, personal or professional relationships and access to events, and must be disclosed even when you simply tag ElevateAI or post about using our products.

II. Disclosures must be clear and conspicuous.

Clear means easy for an ordinary viewer of your content to understand, accurate about your connection, and not contradicted by anything else in the content. Unless we agree otherwise in writing, acceptable disclosures are: "#ad" (where it is otherwise clear ElevateAI is the sponsor); "Sponsored by ElevateAI"; or natural language such as "I am a paid affiliate marketer for ElevateAI," "Paid post for ElevateAI," or "I was paid by ElevateAI to…". If you are earning commissions from an affiliate link and #ad and the link are not viewable together, you must add one of: "This is an affiliate link and I get commissions for purchases made through links in this post" or "I am a ElevateAI affiliate, which means I get a commission when purchases are made through this link: [URL]."

The following do not work as standalone disclosures: #ElevateAI; abbreviations consumers would not understand (#spon, #pd, #sp, #collab); #partner, #ambassador, #consultant, #adviser, #affiliate or #teamElevateAI alone; "thank you," "thanks," "gift" or "gifted" without explanation; #endorsement alone; a platform's branded-content tool alone; tagging or @mentioning ElevateAI alone; or a campaign hashtag alone.

Conspicuous means unavoidable. Disclosures are required regardless of space limitations and must appear in every applicable post. If the endorsement is visual, disclose at least visually; if audible, at least audibly; if both, both. Consider font, color, size, contrast, viewing time and competing elements for visual disclosures, and speed, volume, cadence, proximity to the mention and background sound for audible ones.

III. Format-specific rules.

In-feed posts (X, Facebook, Instagram grid): the disclosure must appear in the first two lines of text, never buried in a bio, below the fold, behind a "More" or "Disclosure" link, or in the middle or end of a series of hashtags.

Video: place the disclosure within the video itself and in the video description, at the beginning, displayed long enough to read and understand. An end card alone is not sufficient.

Stories, Snaps, TikToks: superimpose the disclosure over the image or video so it is easy to notice, read and comprehend in the available time, well contrasted and positioned where attention is drawn.

Live streams: repeat the disclosure throughout so viewers who join late still hear it.

Platform transparency tools (such as Instagram's "Branded Content" label) must be used in addition to, never instead of, the disclosures above. If a post syndicates to another platform, the disclosure must travel with it and appear unavoidably, pre-click, on every platform.

IV. Modifications. We may modify these Disclosure Requirements and the policies they reference; you must comply with modifications provided to you.