SocialPost.ai Affiliate Program Agreement

This Affiliate Program Agreement (“Agreement”) is between SocialPost AI Corporation, a Delaware corporation with its principal office at 19505 Biscayne Blvd, Suite 2350, Aventura, FL 33180 (“SocialPost”, “we”, “us”), and you, the person or business joining the SocialPost Affiliate Program (“Affiliate”, “you”). It covers your participation in the program.

You accept this Agreement by checking the acceptance box when you sign up at socialpost.getrewardful.com/signup. We record the date, time, and version you accepted. If you accept for a company, you confirm you have authority to bind it. If you don't agree, don't sign up.

We run the program with Rewardful (tracking, commission calculation, and payouts) and Stripe (payments). By joining, you agree we can share the data these providers need to run the program. Our Privacy Policy explains how we handle personal data.

You don't need to be a SocialPost customer to join. You must be 18 or older and able to enter a binding contract. Approval is automatic, but we can decline or remove any Affiliate at our discretion.

You take part as an independent business. This Agreement doesn't make you our employee, agent, partner, or joint venturer, and you can't speak or sign for SocialPost or present yourself as our employee or agent.

You earn Commission only on referrals our tracking credits to you.

• Clicking your Affiliate Link sets a tracking cookie that lasts 90 days (the Attribution Window).
• If that person makes their first payment for a paid plan within those 90 days, the customer is credited to you.
• Credit goes to the first link clicked. If two Affiliates refer the same person, the Affiliate whose link was clicked first gets the referral.
• Our tracking records decide who gets credit, and they are final. No tracked referral means no Commission, whatever was agreed outside the program.
• Visits that come straight from a search engine results page, including search ads, aren't credited.
• A customer can be credited to only one SocialPost referral or affiliate program. If more than one applies, this program takes priority.

Share your Affiliate Link as we give it to you. We aren't responsible for referrals lost because the link was edited or its tracking was removed.

You earn 40% of what each Referred Customer actually pays on Qualifying Purchases during the 12 months after their first payment, renewals included. Commission is calculated on the amount paid after any discount, excluding taxes. On an annual plan, you earn on the annual payment when it's made.

There's no cap on what you can earn per customer or in total. Free plan signups earn nothing until the customer pays, and your Commission starts with their first paid payment. If we ever offer a promotion that makes a period free, no Commission arises for that period.

5.1 Verification and reversals

Each Commission is held for a 30-day Verification Period before it becomes payable. We reverse a Commission, and recover it if it has already been credited, when:

• the payment is returned to the customer, disputed, or charged back;
• the payment fails; or
• we reasonably decide the referral was fraudulent, self-referred, or broke this Agreement.

A negative balance can be offset against future Commissions. If a customer cancels, Commissions stop on their future payments. Verified Commissions on earlier payments stay yours.

Each Commission becomes payable 30 days after the payment it comes from, once its Verification Period ends. We pay by PayPal once your payable balance reaches $50 USD. A balance under $50 carries over until it reaches $50. Payouts are in US dollars, and any PayPal fees are yours. Keep your PayPal details up to date in your affiliate dashboard. We aren't responsible for payments that fail because of details you gave us.

Taxes

You're responsible for all taxes on your Commissions. Commissions include any VAT, GST, or similar tax you may owe, and you're responsible for reporting and paying it. Before your first payout we need a completed Form W-9 (US) or Form W-8BEN or W-8BEN-E (outside the US). We issue Form 1099 where required. We don't withhold tax unless the law requires it. If it does, we deduct it and pay you the rest.

Our customers trust two things: nothing posts without their approval, and we never automate engagement. We hold Affiliates to the same standard. Breaking any rule below can reverse the Commissions involved and end your participation.

While you're an approved Affiliate in good standing, you have a limited, non-exclusive, revocable, non-transferable license to use the SocialPost name and logo, only to promote SocialPost under this Agreement and following any brand guidelines we give you.

You get no other rights in our trademarks or other intellectual property. Don't register names, domains, or social handles that could be confused with ours. When your participation ends, stop using our brand.

This Agreement starts when you accept it and runs until either of us ends it. Either party can end it at any time by giving notice. We can suspend or end your participation immediately if you breach this Agreement or harm SocialPost or its customers.

When it ends:

• your Affiliate Link stops earning;
• Commissions from referrals that broke this Agreement are forfeited, and if we end it because of your breach, all unpaid Commissions are forfeited; and
• Commissions you properly earned that haven't been reversed are paid in the normal cycle.

Section 5.1 (reversals) and Sections 8, 10, 12, and 13 continue to apply after the Agreement ends.

Keep any non-public information you get through the program confidential, and use it only to take part in the program.

We may update this Agreement or the program. If we reduce commission terms, we'll give you at least 30 days' notice before the change takes effect, and it applies only to customers referred after that date. If you keep participating after a change takes effect, you accept it. We may change, pause, or end the program with notice.

The program is provided “as is.” We don't guarantee any earnings, any number of referrals, or that tracking catches every referral. We aren't liable for untracked referrals caused by things outside our reasonable control.

To the maximum extent the law allows, neither party is liable for indirect or consequential damages, and our total liability is capped at the Commissions paid or payable to you in the 12 months before the claim. Nothing in this Agreement limits liability that can't legally be limited.

This cap doesn't limit your indemnity obligations or your liability for breaching Sections 7, 8, or 10.

Governing law. New York law governs this Agreement, without regard to its conflict-of-laws rules. The state and federal courts located in Ithaca, New York have exclusive jurisdiction, and both parties submit to them.

Jury and class waiver. Each party waives trial by jury. Claims can be brought only individually, not as a class, collective, or representative action.

Indemnity. You'll indemnify and hold SocialPost harmless from claims and costs arising from how you promote SocialPost, your breach of this Agreement, or your breach of any law or third-party right.

Assignment. You can't assign this Agreement without our consent. We can assign it, for example if the business is sold.

Notices. We can send notices to the email on your affiliate account or post them in your affiliate dashboard at socialpost.getrewardful.com. Send notices to us at support@socialpost.ai.

Entire agreement. This is the entire agreement about the program. If it conflicts with the Affiliate Program page or any other marketing, this Agreement applies.

Severability and waiver. If any part can't be enforced, the rest still applies. Not enforcing a term isn't a waiver of it.