Affiliate Partner Terms

1. Definitions

Capitalized terms below have the following meanings, both singular and plural.

1. Account. The account through which Partner and PaidSync access the Affiliate Platform.
2. Affiliate Partner Terms. The terms contained herein, including Annex 1, which form an integral part of the Partner Agreement.
3. Affiliate Platform. The affiliate management or tracking platform designated by PaidSync from time to time, through which Partner enrolls in the Partner Program, receives referral tools, has Referral Services attributed, and is paid commission. PaidSync may change the Affiliate Platform on reasonable written notice to Partner.
4. Intellectual Property Rights. All intellectual property and related rights, including copyrights, database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights, and rights to know-how.
5. Lead. A potential customer directed to PaidSync's services by Partner as a result of Partner's Referral Services, via a tracked referral link or other agreed referral tool.
6. Partner Agreement. The agreement between Partner and PaidSync, of which these Affiliate Partner Terms form an integral part.
7. Partner. A legal entity or natural person using the Affiliate Platform to conclude and perform Partner Agreements in exchange for commission.
8. Partner Program. PaidSync's offer, published on the Affiliate Platform, for Partners to enroll and conclude a Partner Agreement.
9. Party. Partner and PaidSync (plural), or either Partner or PaidSync (singular).
10. Referral Services. Services provided by the Partner to PaidSync in exchange for commission as specified in Annex 1.

2. Conclusion of the Partner Agreement

1. A Partner Agreement is concluded by Partner's request to enroll in the PaidSync Partner Program, Partner's acceptance of these Affiliate Partner Terms and Annex 1, and PaidSync's subsequent acceptance and confirmation of Partner's enrollment, all performed through the Affiliate Platform. Upon conclusion, Partner is authorized to perform Referral Services for PaidSync.
2. Order of precedence in case of inconsistencies: (a) the Referral Services and Variable Term Sheet (Annex 1), then (b) these Affiliate Partner Terms.
3. PaidSync may evaluate each application and may decline at its sole discretion.
4. The right to perform Referral Services is non-exclusive. PaidSync may engage other partners or affiliates for similar activities, and may always perform such activities itself.
5. By entering into the Partner Agreement, the Parties do not form a partnership, joint venture, or equivalent. Neither Party may enter into agreements on the other's behalf.

3. Obligations of the Partner

1. On conclusion of the Partner Agreement, Partner gains access to the Affiliate Platform's functionality to facilitate and track Referral Services. Partner must not share its Account with third parties.
2. Through the Affiliate Platform, Partner receives referral tools such as tracked links to perform the Referral Services.
3. Partner will:
   • a. comply with all applicable laws and regulations;
   • b. not perform Referral Services via unlawful or illegal websites or channels;
   • c. not perform Referral Services through electronic communication that constitutes spam in violation of applicable law, including unsolicited promotional email, SMS, or similar (CAN-SPAM Act, GDPR ePrivacy, CASL);
   • d. follow reasonable recommendations from PaidSync regarding the Referral Services;
   • e. not self-refer or otherwise distort tracking of Referral Services;
   • f. not bid on or purchase keywords in Google Ads, Bing Ads, Meta Ads, TikTok Ads, LinkedIn Ads, or any similar service, that contain any part of "PaidSync", "paidsync.ai", "Advanced Technology Labs", or any PaidSync trademark, trade name, or product name;
   • g. not run search engine ads, social ads, or display ads that would compete with PaidSync's own marketing or cause customer confusion;
   • h. not use coupon, deal, or discount-code websites to promote PaidSync without prior written approval from PaidSync;
   • i. not represent that Partner is PaidSync, its employee, or its authorized reseller.
4. PaidSync may provide Partner with promotional materials. Partner may not alter such materials and must always use the latest versions provided.
5. Partner will represent PaidSync honestly and not make claims about PaidSync's services that are misleading or unverifiable. Partner will not make any representation or promise that cannot be fulfilled by PaidSync.
6. PaidSync may conduct satisfaction research with Leads provided by Partner. Partner will reasonably cooperate. If the research indicates further affiliation may harm PaidSync's reputation, PaidSync may terminate the Partner Agreement with immediate effect.
7. Any abuse of Referral Service tools entitles PaidSync to terminate the Partner Agreement immediately without notice. Any rights of Partner accrued prior to such termination lapse, unless PaidSync decides otherwise.

4. Commission and payment

1. Subject to Annex 1, Partner may earn commission when a Lead undertakes qualifying actions with PaidSync, such as a paid subscription.
2. Commission attribution is calculated automatically through the Affiliate Platform. PaidSync will maintain an active Affiliate Platform integration for the duration of the Partner Agreement.
3. PaidSync will pay commission via the payment method and currency specified in Annex 1. Partner is responsible for all taxes applicable to the commission. Commission is considered inclusive of any VAT and similar levies. Currency exchange and payment-associated fees are at Partner's expense.
4. The payment frequency ("Payment Period") is specified in Annex 1. Payout occurs when the payment threshold ("Payment Threshold") is met.
5. If commission accrued during a Payment Period is below the Payment Threshold, the amount carries over to the next Payment Period until the threshold is met.
6. PaidSync will provide Partner with a commission specification at the end of each Payment Period. If the threshold is met, PaidSync will also issue a self-billed invoice on behalf of Partner via the Affiliate Platform. Partner is responsible for verifying accuracy. PaidSync must be notified of errors within one (1) week, otherwise the specification is final.
7. Refunds and chargebacks. If a Lead refunds, cancels with refund, or charges back any payment, the related commission is reversed and clawed back from Partner's next payout, or, if no future payout exists, invoiced to Partner.

5. Term and termination

1. The Partner Agreement commences on the date of conclusion under Section 2 and has indefinite duration.
2. Both Parties may terminate without cause and with immediate effect, at any time, by written notice via the Affiliate Platform or by email to the other Party.
3. PaidSync may terminate at any time by written notice. In the case of termination without cause by PaidSync, Partner remains entitled to commission on existing Leads for the remaining Commission Period as defined in Annex 1, calculated on the average of the prior three (3) months.

6. Intellectual property

1. Nothing in the Partner Agreement transfers any right, title, or interest in Intellectual Property Rights between the Parties.
2. PaidSync (and its licensors) retain all Intellectual Property Rights to PaidSync's services, software, materials, and brand assets.
3. Rights to information provided by Partner remain with Partner.
4. PaidSync may name Partner on its website and promotional materials, and may use Partner's trade name, trademarks, and logos for that purpose.
5. Partner may use PaidSync names and logos solely to perform Referral Services. PaidSync may set conditions on such use, which Partner must follow strictly. Partner may not modify PaidSync logos, register domain names containing "PaidSync" or close variants, or use PaidSync brand assets to imply employment or partnership beyond the affiliate relationship.

7. Liability

1. PaidSync is liable to Partner only for direct damages caused by attributable failure to perform the Partner Agreement. Liability for indirect damages is excluded, including lost savings, loss of data, lost profit, reputational damage, and damages from business interruption.
2. PaidSync's total liability for direct damages is capped at the commission paid to Partner (excluding VAT) in the three (3) months preceding the damaging event.
3. The above limitations do not apply where the damage results from intent or deliberate recklessness on the part of PaidSync's management.
4. Any claim for compensation must be notified to PaidSync in writing within 30 days after discovery.

8. Force majeure

1. Neither Party is obliged to perform under the Partner Agreement if prevented by force majeure. Neither Party is liable for loss or damage arising from force majeure.
2. Force majeure includes power outages, internet failures, telecommunication failures, network attacks (including DDoS), malware attacks, civil unrest, natural disaster, terrorism, mobilisation, war, import or export barriers, strikes, supply chain stagnation, fire, floods, and any circumstance preventing a Party from performing, irrespective of the reason.

9. Confidentiality

1. The Parties will treat as confidential, and not disclose except as permitted, (i) the contents of the Partner Agreement and (ii) information exchanged before, during, or after the Partner Agreement that is marked confidential or that the receiving Party knows or should know is confidential. Parties impose the same obligation on their employees and engaged third parties.
2. Section 9.1 does not apply to information that: (a) is or becomes generally public other than through the receiving Party's breach; (b) was in the receiving Party's possession before disclosure; (c) becomes available from a non-confidential source not bound by confidentiality; or (d) is independently developed by the receiving Party.
3. If a receiving Party is legally compelled to disclose, it will provide the disclosing Party prompt written notice so the disclosing Party may seek a protective order.
4. Promptly after termination, each receiving Party will return or destroy all confidential information in its possession at the disclosing Party's request.

10. Amendments

1. PaidSync may amend or supplement the Partner Agreement and these Affiliate Partner Terms, including Annex 1, at any time. PaidSync will notify Partner of amendments in writing (including via the Affiliate Platform). Amendments take effect two (2) weeks after notification. If Partner does not accept an amendment, Partner may terminate the Partner Agreement effective on the amendment date.

11. Miscellaneous

1. This Agreement is governed exclusively by the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.
2. Any dispute arising from or related to the Agreement will be submitted to the competent courts of the State of Wyoming, United States, unless mandatory law dictates otherwise.
3. "Written" or "in writing" includes communication by email and via the Affiliate Platform, provided sender identity and content integrity can be reasonably established.
4. The version of any communication as recorded by PaidSync is deemed authentic unless Partner supplies proof to the contrary.
5. If any provision of the Agreement is contrary to applicable law or otherwise unenforceable, it will be amended to align with applicable law while preserving its intended meaning.
6. PaidSync may transfer the Partner Agreement or any rights and obligations to a third party without Partner's consent (for example, in connection with a sale or reorganization of Advanced Technology Labs LLC). Partner may not transfer the Partner Agreement or its rights and obligations without PaidSync's prior written permission.

Annex 1. Referral Services and Variable Term Sheet