Affiliate Program Agreement

1.Eligibility, capacity, and enrollment

An Affiliate account is a separate, free account that you create at affiliates.complyruo.com. An Affiliate is not a merchant: you do not need to operate a store, install the ComplyRUO plugin, or process any payments to participate. Your Affiliate account is distinct from any merchant account you may also hold, and participating in the Program does not create or modify any merchant relationship.

To enroll and remain eligible, you must be at least 18 years old and able to form a binding contract, provide accurate and complete identity information, and provide a valid Zelle handle (an email address or US mobile number enrolled with Zelle) for payouts. You must keep this information current. We may verify your identity, decline any application, and suspend or close any Affiliate account that contains inaccurate, incomplete, or unverifiable information. Providing false, misleading, or incomplete information, or failing to keep your information current, is a material breach of this Agreement and grounds for immediate suspension, termination, forfeiture of unpaid commission, and reporting.

Authority to bind an entity. If you enroll on behalf of a company or other legal entity, the individual accepting this Agreement represents and warrants that they have full authority to bind that entity, and that entity is then the “Affiliate” and is bound by this Agreement together with the accepting individual. Acceptance occurs by clicking to accept, by enrolling, or by continued participation in the Program, and your continued participation after any update to this Agreement is continued acceptance of the then-current version.

Sanctions and denied-party representation. You represent and warrant that you are not, and are not owned or controlled by, and do not act on behalf of, any person or entity that is the subject of economic or trade sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control (OFAC), the US Department of State, the US Department of Commerce, the United Nations, the European Union, the United Kingdom, or any other applicable authority, and that you are not named on any government sanctions, debarment, or denied-party list. You further represent that you are not located, organized, or resident in any country or territory that is the target of comprehensive sanctions or a US embargo. ComplyRUO may screen you against such lists at any time, and may suspend, terminate, and withhold, reverse, or forfeit any commission and any payout if you are, become, or are reasonably suspected to be a sanctioned or denied party or located in an embargoed jurisdiction.

Your relationship with ComplyRUO under this Agreement is solely that of an independent contractor.

2.Referral link and attribution

On enrollment you receive a unique referral link. When a prospective merchant follows your referral link and later signs up for a ComplyRUO merchant account, that merchant may be attributed to you as a “Referred Merchant.”

Attribution is determined as follows:

• First touch. The first Affiliate whose referral link the prospect used is the eligible referrer. Later clicks on other referral links do not change attribution.
• Ninety (90) day window. The merchant must complete signup within ninety (90) days of first following your referral link. After ninety (90) days the attribution opportunity expires.
• One referrer per merchant, locked at signup. Each merchant can be attributed to at most one Affiliate, and attribution is locked at the time of the merchant’s signup. It does not transfer afterward.

Self-referral is prohibited. You may not refer yourself, your own merchant account, an account you own or control, or an account created to capture commission on your own purchases, and you may not arrange for others to do so on your behalf. Attribution depends on cookies, links, and technical signals that may not function in all cases; ComplyRUO does not guarantee that any click, signup, or transaction will be tracked or attributed. ComplyRUO’s records of attribution are final and conclusive for all Program purposes, absent manifest error.

3.Commission

Subject to this Agreement, you may earn a commission equal to one and one-half percent (1.5%) of the gross order volume (the gross merchandise value, or “GMV”) processed through ComplyRUO by your Referred Merchants. The commission on any single transaction is clamped so that it never exceeds ComplyRUO’s own platform application fee on that transaction; where the application fee on a transaction is lower than 1.5% of its volume, your commission for that transaction is reduced to the amount of that application fee.

Commission accrues only on genuine, completed, and settled transactions that have not been refunded, charged back, disputed, or reversed, and that ComplyRUO determines are valid and properly attributed. Commission does not accrue on taxes, shipping, fees, or other amounts that are not part of the order volume, on test or canceled transactions, or on transactions ComplyRUO determines to be fraudulent, abusive, or in breach of this Agreement.

ComplyRUO may change the commission rate, the structure of the Program, the clamp, or the definition of qualifying volume on notice (including by posting an updated version of this Agreement). Changes apply to commission accruing after the change takes effect. Commission is calculated solely from ComplyRUO’s records.

4.Clawbacks, set-off, and recovery

Commission is provisional until it has cleared all adjustment events. If a transaction on which commission accrued is later refunded, charged back, disputed, reversed, or found to be fraudulent, or if a referral is later determined to be invalid, ineligible, duplicated, or reversed, the corresponding commission is reduced or reversed (a “clawback”).

Commissions accrue to an append-only ledger maintained by ComplyRUO. Clawbacks are applied to that ledger and may reduce your balance below zero. Any negative balance carries forward and is offset against your future commissions until it is cleared. ComplyRUO is not obligated to pay commission while your balance is negative.

In addition, ComplyRUO may withhold, delay, reduce, or reverse any commission it reasonably believes resulted from fraud, abuse, self-referral, cookie stuffing, incentivized or fake referrals, manipulation of attribution, a violation of Section 7, a violation of any other Section of this Agreement, or any other breach of this Agreement. ComplyRUO may also set off any amount you owe it (including negative balances and amounts arising from fraud or abuse) against any amount it owes you. ComplyRUO’s ledger and determinations as to accrual, clawback, and balance are final and conclusive absent manifest error.

Recovery of amounts owed. If a negative balance or any other amount you owe ComplyRUO (including amounts arising from clawbacks, fraud, abuse, or breach) cannot be recovered by offset against future commission within a reasonable period, ComplyRUO may invoice you for the outstanding amount, refer the amount to a collections agency, and pursue any other lawful means of recovery, including legal action. Amounts not recovered by offset and not paid when due accrue a contractual finance charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the date due until paid. This one and one-half percent (1.5%) per month charge is a negotiated contractual finance charge for the time value of money and the cost of carrying and recovering overdue amounts, and is not a penalty, liquidated damages, or interest in the nature of a penalty. You are responsible for ComplyRUO’s costs of collection and reasonable attorneys’ fees. This Section survives termination.

4.1Clawbacks are compensatory, not a penalty

You and ComplyRUO agree that every clawback, set-off, reversal, withholding, and forfeiture under this Section is compensatory in nature. Each is a good-faith adjustment designed to recover commission that did not properly accrue, to make ComplyRUO whole for refunded, charged-back, reversed, fraudulent, invalid, or ineligible transactions and referrals, and to recover amounts you owe, measured by ComplyRUO’s actual or reasonably estimated loss and exposure. No clawback, set-off, reversal, withholding, or forfeiture is intended or is to be construed as a penalty, a forfeiture in the nature of a penalty, or punitive in nature, and you waive any argument or defense that it is.

Reasonable, good-faith review with notice and an opportunity to respond. Before imposing a clawback, set-off, or forfeiture that is based on suspected fraud, abuse, self-referral, manipulation of attribution, or breach (as distinct from the automatic, mechanical reversal of commission tied to a refunded, charged-back, disputed, reversed, or invalid transaction or referral, which may be applied without prior notice), ComplyRUO will conduct a reasonable, good-faith review and will provide you notice of the basis for the action and a reasonable opportunity, ordinarily at least ten (10) calendar days, to respond and to provide records and information bearing on the matter. ComplyRUO will consider any timely response in good faith before finalizing the action. ComplyRUO may, however, withhold, hold, or freeze the affected commission and suspend your account during the review, and may act immediately, with notice promptly afterward, where it reasonably believes immediate action is necessary to prevent ongoing fraud, abuse, loss, or harm or to comply with law. ComplyRUO’s determinations following such review are final and conclusive absent manifest error.

5.Payouts

ComplyRUO pays earned, cleared commission on a monthly basis by Zelle, subject to a minimum payout threshold of twenty-five US dollars (US$25). If your cleared positive balance at the end of a payout period is less than US$25, no payout is made for that period and the balance rolls forward and accumulates until it meets or exceeds the threshold. Payouts reflect commission that has cleared the adjustment events in Section 4; pending, provisional, or clawed-back amounts are not paid.

You are solely responsible for the accuracy and currency of your payout details, including your Zelle handle and the name on your Zelle-enrolled account, and for resolving any issue with your bank or with Zelle, including enrollment, limits, holds, returns, or eligibility. Payouts are sent to the Zelle handle on file at the time of payout.

ComplyRUO is not liable for any payout that is delayed, returned, misdirected, or lost because of incorrect, outdated, or unverifiable payout details, because of a closed, unenrolled, or restricted recipient account, or because of any act, omission, limit, or failure of Zelle, your bank, or any intermediary. A payout sent in good faith to the Zelle handle on file discharges the corresponding commission obligation. We may set minimum and maximum payout amounts, adjust the payout schedule, require additional verification before paying, and withhold payouts pending review of suspected fraud, abuse, or breach.

5.1Records conclusive and payout confirmation

ComplyRUO’s books, ledger, and records of accrued commission, clearing, clawbacks, set-offs, balances, payout amounts, payout dates, and payout history are the controlling and conclusive records of all amounts owed and paid under this Agreement, and are final, binding, and conclusive on you for all Program purposes absent manifest error. You agree that ComplyRUO’s calculation of any payout from those records is correct unless you show manifest error.

Payout confirmation and review window. ComplyRUO may require you to confirm and verify each payout. You must review every payout, ledger entry, and statement promptly, and you must notify ComplyRUO in writing at support@complyruo.com of any claimed error, discrepancy, missing payout, or objection within thirty (30) calendar days after the payout is sent or the entry is posted (or, if earlier, made available to you in the affiliate portal). If you do not provide such notice within that window, the payout, entry, and statement are deemed received, accurate, complete, confirmed, and accepted by you, and you waive and release any claim, objection, or dispute regarding them, absent manifest error. A payout that you confirm, or that is deemed confirmed under this Section, conclusively discharges ComplyRUO’s obligation for the corresponding commission.

6.Taxes and backup withholding

You are solely responsible for determining, reporting, and paying all taxes, levies, and similar obligations arising from your participation in the Program and from any commission you receive. Commission is paid gross of taxes, and nothing ComplyRUO pays is grossed up for taxes.

On request, you must promptly provide a valid US Internal Revenue Service Form W-9 (or, for non-US persons, the applicable Form W-8) and any other tax documentation we reasonably require. ComplyRUO may withhold payouts until you provide required tax documentation. Where required, ComplyRUO may issue an information return such as a Form 1099 (generally for US payees paid US$600 or more in a calendar year). You are not an employee of ComplyRUO, and no payroll, income, or employment taxes are withheld on your behalf.

Backup withholding. If you fail to provide a valid Form W-9 or applicable Form W-8, provide an incorrect or unmatched taxpayer identification number, or are otherwise subject to backup withholding, ComplyRUO may apply backup withholding to your payouts at the rate required by the US Internal Revenue Code (commonly twenty-four percent (24%)) and remit the withheld amount to the Internal Revenue Service, and you bear the cost of that withholding. ComplyRUO may also withhold or deduct any other tax it is required to withhold or deduct under applicable law, and any amount so withheld or deducted is treated as paid to you for purposes of this Agreement.

7.Prohibited promotion

You must promote ComplyRUO lawfully, honestly, and only through your own legitimate channels. You must not:

• send spam, unsolicited bulk or commercial messages, or messages that violate the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), or any applicable anti-spam, telemarketing, robocall, text-messaging, or Do-Not-Call law (see Section 9);
• engage in deceptive, misleading, or fraudulent practices, or make false statements about ComplyRUO, the Program, or any merchant;
• make any medical, therapeutic, diagnostic, efficacy, human-or-animal-consumption, earnings, income, or approval claim, or any claim that ComplyRUO or its customers guarantee payment approval, continued processing, or any regulatory outcome;
• bid on, register, or misuse ComplyRUO trademarks, brand names, domains, or confusingly similar terms (including in paid search, display URLs, ad copy, social handles, or domain names), engage in typosquatting on ComplyRUO names or domains, or use them in any way that suggests endorsement or affiliation beyond your role as an Affiliate;
• engage in cookie stuffing, forced or hidden clicks, fake, self, or incentivized-fraud referrals, or any manipulation of attribution or tracking;
• create, post, distribute, or submit any unauthorized coupon, discount code, deal, promo code, cashback offer, or loyalty offer, or submit any such item to coupon, deal, cashback, loyalty, or browser-extension sites; represent the existence of any discount, code, or offer that ComplyRUO has not authorized; or use any coupon or deal placement to hijack, intercept, or claim attribution;
• represent yourself as ComplyRUO or its employee, agent, or partner, or make any commitment, representation, warranty, promise, offer, pricing commitment, service-level promise, or approval or processing guarantee on its behalf (see Section 11); or
• promote in any manner that violates law, the rights of others, or the policies of any platform you use.

A breach of this Section is a material breach of this Agreement and may result in clawback, withholding, forfeiture, suspension, or termination, and is subject to the indemnification in Section 17.

8.FTC endorsement and disclosure obligations

You must comply with the US Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (the “FTC Endorsement Guides,” 16 CFR Part 255) and all related FTC guidance and advertising law. Because you are paid for referrals, your relationship with ComplyRUO is a material connection that you must disclose.

You must clearly and conspicuously disclose your affiliate relationship with ComplyRUO on and in every endorsement, recommendation, review, post, story, reel, short, comment, email, message, video, livestream, podcast, advertisement, and other promotion of the Program, across every platform, channel, and device on which you promote it. The disclosure must be:

• Unavoidable and prominent. Placed so that the audience cannot reasonably miss it, in the same place and the same format as the endorsement itself, and (for video, audio, and livestream) in both the form and for a duration appropriate to the medium.
• Not hidden. Not buried in a profile or “bio,” not behind a “more,” “see more,” or similar link, not stacked in a block of hashtags, and not relegated to a terms page, a footer, or a separate location away from the endorsement.
• Plain. In clear, plain language that an ordinary audience understands.

You must not post or solicit fake, deceptive, or misleading reviews or testimonials, must not represent that an endorsement reflects the views of an independent or ordinary user when it does not, must not offer or accept anything of value in exchange for a review without disclosing it, and must not misrepresent your experience with ComplyRUO. You are solely responsible for compliance with the FTC Endorsement Guides and all advertising law in connection with your promotion, and for any FTC or other governmental inquiry, investigation, or action arising out of your endorsements, and you indemnify ComplyRUO for it under Section 17.

8.1Mandatory clear-and-conspicuous “#ad” disclosure

You must include a clear and conspicuous affiliate disclosure on and in every single promotion of the Program, without exception, in a form that satisfies the FTC Endorsement Guides (16 CFR Part 255). The disclosure must use an unambiguous, plain-language indicator of the paid or material connection, such as “#ad,” “#sponsored,” or “Affiliate” together with a plain statement that you earn a commission from ComplyRUO for referrals (for example, “#ad · I earn a commission from ComplyRUO referrals”). The disclosure must appear at the start of the promotion or otherwise where the audience cannot reasonably miss it, in the same medium and format as the endorsement, and must not be obscured, abbreviated into ambiguous terms (such as “sp,” “collab,” “thanks,” or “ambassador” alone), buried, or hidden as described above. Where a platform offers a built-in paid-partnership or material-connection disclosure tool, you must also enable it, but enabling it does not by itself satisfy this Section.

8.2Banned claims

In every promotion of the Program you are strictly prohibited from making, implying, or suggesting, and you must not make, imply, or suggest, any of the following:

• any medical, therapeutic, diagnostic, treatment, cure, prevention, health, clinical, dosing, or human-or-animal-consumption claim;
• any efficacy, performance, results, safety, or outcome claim regarding any peptide, product, or research-use-only material;
• any earnings, income, profit, return-on-investment, or financial-results claim, and any representation, example, or estimate that suggests a typical, expected, guaranteed, or achievable level of commissions, earnings, or income from the Program; and
• any claim that ComplyRUO, its customers, or research-use-only products guarantee payment approval, continued processing, or any regulatory, legal, or compliance outcome.

These prohibitions apply regardless of any disclaimer you add. A breach of this Section is a material breach of this Agreement, subject to clawback, withholding, forfeiture, suspension, termination, content takedown under Section 10, and the indemnification in Section 17.

9.CAN-SPAM, TCPA, and telemarketing compliance

You must comply with the CAN-SPAM Act and with the Telephone Consumer Protection Act (TCPA) and all other applicable federal, state, and local laws and regulations governing email, telemarketing, automatic telephone dialing systems and autodialers, prerecorded or artificial-voice messages, SMS and text messaging, robocalls, and Do-Not-Call requirements, in connection with any promotion of the Program.

In particular, you must:

• obtain all legally required consent before any call, text, or message promoting the Program, including the prior express written consent required by the TCPA for autodialed or prerecorded calls and for marketing text messages;
• honor all opt-out, unsubscribe, and stop requests promptly, and honor the National Do-Not-Call Registry and any applicable internal, state, or wireless Do-Not-Call lists;
• provide accurate header, sender, and identification information, a functioning opt-out mechanism, and a valid physical postal address in commercial email, and not use deceptive subject lines or harvested address lists; and
• maintain records of consent sufficient to demonstrate compliance on request.

You are solely responsible and liable for all of your calls, texts, messages, and email and for compliance with these laws. You acknowledge that violations of the TCPA can carry statutory damages and that you, not ComplyRUO, bear all liability arising from your messaging, calling, and email practices. You indemnify ComplyRUO for any claim, demand, investigation, action, or penalty arising out of your communications under Section 17.

9.1Consent and opt-out records; production on request

You must create and retain complete records of consent, opt-in, opt-out, unsubscribe, and Do-Not-Call suppression for every call, text, message, and email you send promoting the Program, sufficient to demonstrate compliance with the TCPA, the CAN-SPAM Act, and all applicable messaging, calling, and telemarketing law. On ComplyRUO’s request, you must produce those records to ComplyRUO within five (5) business days of the request. If you fail to produce records establishing valid consent for a given recipient or campaign within that period, that failure is deemed conclusive evidence, as between you and ComplyRUO, that no such consent existed, and you bear all resulting liability.

9.2No ComplyRUO data and no authorized-outreach claims

You must not use any contact list, lead, phone number, email address, customer data, or other data supplied by, obtained from, or derived from ComplyRUO (or from any ComplyRUO merchant, customer, or system) for any call, text, message, email, or other outreach. You must use only contacts and data that you have lawfully obtained yourself with all required consent. You must not state, imply, or suggest in any outreach that ComplyRUO authorized, sponsored, requested, sent, or is responsible for the outreach, or that ComplyRUO is the sender or on whose behalf the outreach is made.

Defense and indemnification for outreach. You will defend, indemnify, and hold ComplyRUO and Cevgate LLC harmless (under Section 17) from and against any and all claims, demands, investigations, actions, penalties, statutory damages, settlements, judgments, and costs (including reasonable attorneys’ fees) arising out of or relating to your calls, texts, messages, email, and other outreach, including any claim under the TCPA, the CAN-SPAM Act, or any telemarketing, messaging, robocall, autodialer, or Do-Not-Call law, and including any claim arising from your failure to obtain or produce consent, your use of any data in violation of this Section, or any representation that ComplyRUO authorized the outreach.

10.Audit and inspection rights

ComplyRUO may audit, review, monitor, and investigate your referrals, attribution, traffic sources, promotional channels and methods, content, endorsements, disclosures, consents, and compliance with this Agreement at any time, with or without notice. On ComplyRUO’s request, you must promptly provide samples, screenshots, copies, URLs, ad accounts, message and consent records, and other records and information reasonably necessary to verify your referrals and your compliance with this Agreement, and you must cooperate with any such audit, review, or investigation.

ComplyRUO may withhold, hold, delay, reduce, reverse, or forfeit any commission, and may suspend your account, pending the outcome of any audit, review, or investigation of suspected fraud, abuse, invalid or manipulated attribution, or breach of this Agreement. Your failure to cooperate with an audit, review, or investigation, or to provide requested records, is itself a material breach of this Agreement.

10.1Content monitoring, takedown, and pre-publication approval

ComplyRUO may, at any time and at its sole discretion, monitor, review, and assess any content, promotion, endorsement, advertisement, post, message, page, profile, or other material you create, publish, or distribute in connection with the Program, on any platform or channel, including by automated and manual means. ComplyRUO has no obligation to monitor, and any monitoring it does or does not perform does not relieve you of, or shift to ComplyRUO, any responsibility or liability for your content.

On ComplyRUO’s request, you must, within the time ComplyRUO specifies (and absent a specified time, within twenty-four (24) hours):

• Take down or correct content. Remove, take down, edit, or correct any promotional content that ComplyRUO determines, in its sole discretion, is non-conforming, inaccurate, misleading, off-brand, non-compliant, or otherwise objectionable or in violation of this Agreement or any law.
• Submit content for pre-publication approval. Submit any category of promotional content that ComplyRUO designates for prior written approval before you publish or distribute it, and not publish or distribute that content until ComplyRUO has approved it. ComplyRUO may grant, condition, or withhold approval in its sole discretion and may revoke any prior approval at any time.

Retention and production of promotional content. You must retain copies of all promotional content you create, publish, or distribute in connection with the Program (including the content, its placement, dates, channels, and reach where available) for at least the longer of the duration of your participation plus two (2) years or the period required by applicable law, and you must produce that content and the related records to ComplyRUO promptly on request and in no event later than five (5) business days after the request.

Offboarding for violations. Without limiting any other remedy, ComplyRUO may immediately suspend, ban, offboard, and terminate any Affiliate, deactivate the referral link, and withhold or forfeit unpaid commission for any failure to take down content, to obtain required pre-publication approval, or to retain or produce content, or for any content-related violation of this Agreement. Your failure to comply with this Section is a material breach of this Agreement.

11.No authority to bind ComplyRUO

You are an independent contractor and have no authority, express or implied, to act for or bind ComplyRUO. You will not, and have no authority to: make any offer, pricing commitment, service-level promise, approval, processing, or onboarding guarantee, warranty, or representation on ComplyRUO’s behalf; enter into, modify, or terminate any agreement or obligation for or on behalf of ComplyRUO; accept any payment, deposit, or property on ComplyRUO’s behalf; or hold yourself out as ComplyRUO or as its employee, partner, agent, joint venturer, or representative, or otherwise create or purport to create any apparent or ostensible authority.

You are solely responsible for, and you will defend, indemnify, and hold ComplyRUO harmless (under Section 17) against, any commitment, offer, promise, guarantee, warranty, representation, or agreement you make or purport to make on ComplyRUO’s behalf, and any claim arising from any holding-out of authority you were not granted.

12.Research-use-only positioning and acceptable use

ComplyRUO is compliance and payments infrastructure for the lawful, business-to-business sale of research-use-only peptides to qualified research counterparties. ComplyRUO is software and infrastructure; it is not a product for human or animal consumption and is not a bank, payment processor, money services business, law firm, or medical or regulatory authority. You must promote ComplyRUO consistently with that positioning and with ComplyRUO’s public compliance posture.

In your promotion you must not make, imply, or suggest any statement that is inconsistent with ComplyRUO’s research-use-only and business-to-business positioning, including any statement that ComplyRUO, its customers, or research-use-only products are for human or animal consumption or have any medical, therapeutic, diagnostic, or efficacy purpose, or any statement that ComplyRUO guarantees payment approval, continued processing, or any regulatory or compliance outcome. You must comply with the ComplyRUO Acceptable Use Policy to the extent applicable to your conduct, and you must not undercut, contradict, or misrepresent ComplyRUO’s compliance positioning in any channel.

13.Data, privacy, and consent

You are solely responsible for your own collection, use, storage, sharing, and disposal of any personal information you obtain from or about prospects, leads, audiences, or any other person in connection with your promotion of the Program. You must handle that information lawfully and in accordance with all applicable privacy, data-protection, and consent laws, must obtain all required consents and provide all required disclosures, and must maintain and make available a compliant privacy notice describing your practices.

You must not provide ComplyRUO with any personal information or data obtained unlawfully, without the required consent, or in a manner that would cause ComplyRUO to violate any law or its Privacy Policy. You are solely responsible for any security incident affecting data in your possession or control. You will defend, indemnify, and hold ComplyRUO harmless (under Section 17) for your data, privacy, and security practices and for any claim, demand, investigation, or penalty arising out of them.

14.Brand and intellectual property

Subject to your compliance with this Agreement, ComplyRUO grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the ComplyRUO names, logos, and marks that ComplyRUO expressly approves, solely to promote the Program in accordance with ComplyRUO’s brand and promotional guidelines as updated from time to time. You must use the marks only in the approved forms and must not alter, combine, or register them.

Prohibited brand uses. Without limiting the foregoing, you must not use any ComplyRUO name, logo, or mark:

• in any way that disparages, dilutes, or damages ComplyRUO or its goodwill, or that is misleading, deceptive, defamatory, or unlawful;
• in a way that states or implies a partnership, joint venture, sponsorship, endorsement, certification, or relationship beyond your status as an Affiliate;
• in any co-branding, combined, or composite mark, or combined with your own or any third party’s marks;
• as or within a domain name, subdomain, social media handle, username, account name, app name, or business name, or in any confusingly similar form;
• in a way that suggests ComplyRUO endorses, certifies, recommends, or is affiliated with you, your business, or any third-party product, service, or offer; or
• in any manner not expressly approved by ComplyRUO or that is inconsistent with ComplyRUO’s brand and promotional guidelines.

You must immediately remove or correct any non-conforming, unapproved, or objectionable use of the ComplyRUO marks or materials on notice from ComplyRUO. This license grants no other rights. All ComplyRUO names, logos, marks, content, and other intellectual property remain the exclusive property of ComplyRUO and Cevgate LLC. This license terminates automatically on the end of your participation in the Program or on notice from ComplyRUO, and you must promptly stop using all ComplyRUO marks and materials when it ends. ComplyRUO may revoke any approval and require you to remove or correct any promotional material at any time.

15.Suspension, forfeiture, and termination

ComplyRUO may pause, suspend, ban, or terminate any Affiliate or Affiliate account, and may modify or discontinue the Program, at its sole discretion and at any time, with or without cause and with or without notice. While paused or suspended, an Affiliate stops accruing commission for the duration of the pause; a banned Affiliate is removed from the Program.

Either party may terminate this Agreement and an Affiliate’s participation for convenience at any time. You may terminate by closing your Affiliate account or by notifying us at support@complyruo.com.

On termination, your referral link is deactivated, attribution of your Referred Merchants ceases to generate new commission, and your right to use ComplyRUO marks ends. Cleared, positive commission that is not subject to clawback, set-off, or a negative balance, and that meets the payout threshold, will be paid in the ordinary course. However, on termination or suspension for fraud, abuse, self-referral, or any breach of this Agreement, any unpaid and accrued commission may be withheld and forfeited, and ComplyRUO may pursue clawback, set-off, and recovery as provided in Section 4. Sections concerning clawbacks, set-off, and recovery, taxes and backup withholding, audit, no authority to bind, data and privacy, intellectual property, no guarantee of earnings, disclaimers, limitation of liability, indemnification, arbitration, the General section, and any provision that by its nature should survive, survive termination.

16.No guarantee of earnings

PARTICIPATION IN THE PROGRAM CREATES NO GUARANTEE OF ANY REFERRALS, SIGNUPS, TRANSACTIONS, COMMISSIONS, PAYOUTS, OR INCOME. ANY EXAMPLES OR ESTIMATES ARE ILLUSTRATIVE ONLY. YOUR RESULTS DEPEND ON FACTORS OUTSIDE COMPLYRUO’S CONTROL, INCLUDING WHETHER REFERRED MERCHANTS SIGN UP, ARE APPROVED, AND PROCESS VOLUME, AND COMPLYRUO DOES NOT WARRANT OR PROMISE ANY LEVEL OF EARNINGS. YOU PARTICIPATE AT YOUR OWN EXPENSE AND RISK.

17.Disclaimers, limitation of liability, indemnification, and arbitration

The Program and the affiliate portal are provided “as is” and “as available,” and the disclaimers of warranties, limitation of liability, indemnification, governing law, binding individual arbitration, jury-trial waiver, and class-action and representative-action waiver set out in the ComplyRUO Terms of Service are incorporated into this Agreement by reference and apply to your participation in the Program and to any dispute arising out of or relating to it. References in those provisions to the “Service” are read to include the Program and the affiliate portal, and references to fees are read to include commissions for purposes of any liability cap.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED, EXCEPT WHERE A LONGER PERIOD IS REQUIRED BY APPLICABLE LAW THAT CANNOT BE WAIVED.

In addition to the indemnification provisions of the Terms of Service, you will defend, indemnify, and hold harmless ComplyRUO and Cevgate LLC and their affiliates, members, managers, officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, demands, investigations, audits, losses, liabilities, damages, fines, penalties, assessments, settlements, judgments, and costs (including reasonable attorneys’ fees and expert fees) arising out of or related to your promotional activities and channels, your statements, content, endorsements, and disclosures, your calls, texts, messages, and email, your data, privacy, and security practices, your use of ComplyRUO marks, any commitment or representation you make or purport to make on ComplyRUO’s behalf, your breach of this Agreement or of any law (including the CAN-SPAM Act, the TCPA, the FTC Endorsement Guides at 16 CFR Part 255, and any telemarketing, messaging, privacy, or advertising law), or any fraud, abuse, or misuse of the Program by you. ComplyRUO may control the defense of any such claim, and you may not settle any claim in a way that imposes any obligation or admission on ComplyRUO without ComplyRUO’s prior written consent. This obligation survives termination.

18.General

Assignment. ComplyRUO may assign or transfer this Agreement, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets, without your consent. You may not assign or transfer this Agreement or any right or obligation under it, by operation of law or otherwise, without ComplyRUO’s prior written consent, and any attempted assignment in violation of this Section is void. This Agreement binds and benefits the parties and their permitted successors and assigns.

Severability and reformation. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be reformed and limited to the minimum extent necessary to make it valid and enforceable (the “blue-pencil” rule), and if it cannot be so reformed it will be severed, and the remaining provisions will remain in full force and effect.

No waiver. No failure or delay by ComplyRUO in exercising any right under this Agreement operates as a waiver of that or any other right, and no single or partial exercise of any right precludes any further exercise of it. Any waiver must be in writing and signed by ComplyRUO to be effective.

Entire agreement and order of precedence. This Agreement, together with the documents it incorporates by reference (including the Terms of Service and, where applicable, the Acceptable Use Policy and Privacy Policy), is the entire agreement between you and ComplyRUO regarding the Program and supersedes all prior or contemporaneous agreements, understandings, and communications regarding its subject. To the extent of a conflict on a Program matter, this Agreement controls over the Terms of Service; otherwise the order of precedence is this Agreement, then the Terms of Service, then the other incorporated documents.

Governing law. This Agreement is governed by the laws of the State of Arizona, excluding its conflict-of-laws rules, consistent with the governing-law, venue, and arbitration provisions of the Terms of Service.

Force majeure. ComplyRUO is not liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, acts of any government or authority, and the acts, omissions, or failures of Zelle, banks, payment processors, or other third parties.

Electronic communications. You consent to receive notices, disclosures, agreements, and other communications from ComplyRUO electronically, including by email to the address on file and by posting in the affiliate portal or on the ComplyRUO website, and you agree that electronic communications satisfy any legal requirement that a communication be in writing.

Relationship and beneficiaries. The parties are independent contractors, and nothing in this Agreement creates any employment, partnership, joint venture, agency, or fiduciary relationship. There are no third-party beneficiaries of this Agreement except the indemnified parties named in Section 17. Headings are for convenience only, and no rule of construction against the drafter applies.

19.Changes and contact

ComplyRUO may update this Agreement from time to time by posting an updated version. Changes are effective when posted or on the date stated, and your continued participation in the Program after a change takes effect constitutes acceptance of the updated Agreement. If you do not agree to a change, your sole remedy is to stop participating and close your Affiliate account.

Questions about the Program or this Agreement may be sent to support@complyruo.com. Legal notices are governed by the notice provisions of the Terms of Service.