This Affiliate Program Agreement ("Agreement") governs participation in an affiliate program ("Program") operated by a business ("Merchant") using the Rezfiliate platform ("Platform"). By applying to or participating in a Program, you ("Affiliate") agree to this Agreement, the Merchant's published Program Terms or program settings presented to you, if any, Rezfiliate's Terms of Service, Privacy Policy, Cookie Policy, and Acceptable Use Policy. Any published Merchant Program Terms and the program settings presented to you govern the commercial commission offer; this Agreement governs participation and platform rules; and Rezfiliate's Terms of Service govern the relationship with Rezfiliate. If documents conflict, the document addressing the more specific subject controls, except that the Terms of Service control on Rezfiliate's liability, disputes, account, and payment-platform role.

This Agreement is accepted by Affiliates through a click-wrap agreement during sign-up. By accepting, Affiliates also agree to comply with Rezfiliate's Terms of Service, Privacy Policy, Cookie Policy, and Acceptable Use Policy, all incorporated by reference.

Participation in a Program is subject to Merchant approval. Merchants may approve, reject, or remove Affiliates at their sole discretion, in accordance with their stated Program terms.

Rezfiliate Platform Rights: Rezfiliate reserves the right to limit Affiliate participation in any Program at its sole discretion, including based on applicable platform policies.

Prohibited Affiliates: Affiliates operating in the following industries are prohibited from participating in any Program through the Rezfiliate Platform: adult content or services; gambling or betting; cryptocurrency, ICOs, or unregulated financial products; illegal goods or services; weapons, ammunition, or explosives; and any other industry prohibited by applicable law.

All Affiliates must comply with the following platform rules:

• Disclosure: Clearly disclose the affiliate relationship in accordance with applicable law, including FTC Endorsement Guides.
• No Misrepresentation: Do not make false, misleading, or unsubstantiated claims.
• No Paid Search on Trademarks: Do not bid on Merchant trademarks without written authorization.
• No Spam or Malware: Do not use spam, malware, incentivized clicking, cookie-stuffing, or other deceptive practices.
• No Self-Referrals: Do not refer your own purchases unless explicitly permitted in writing.
• Compliance with Law: Comply with all applicable laws and regulations.

Commissions are calculated based on the structure configured by the Merchant. Applicable rates are displayed on the Affiliate's dashboard and may vary by Merchant and Program. Merchants set their own commission rates, structures, minimum payout thresholds, and payout schedules.

No Guaranteed Payments: Rezfiliate does not guarantee that any Merchant will pay commissions. Merchants are solely responsible for funding commission payouts. Rezfiliate does not assume responsibility for funding a Merchant's unpaid accrued commissions.

Referrals are tracked via unique referral links, referral codes, or discount codes. The Platform's tracking records are the authoritative source for determining valid, attributable conversions, subject to the Merchant's reasonable review for fraud or policy violations.

Attribution Window: Referrals are tracked for 30 days from the date of the Affiliate's referral click. A conversion within this window will be attributed to the Affiliate, provided the customer uses the Affiliate's referral link or code.

Cookie Duration: The tracking cookie set on the Merchant's website has a lifespan of 30 days. If the customer clears cookies before the 30-day period expires, Rezfiliate and the Merchant are not responsible for lost attribution.

Payout Schedule: Commissions are paid according to the payout schedule set by the Merchant. The standard schedule is every 30 days (monthly), but Merchants may also click "Pay Now" at any time to initiate an earlier payout.

Payment Processing: Certain payment, connected-account, and payout services used with Rezfiliate are provided by Stripe and are subject to the Stripe Connected Account Agreement. Merchant customer payments may instead be handled by the Merchant's ecommerce or payment provider. By agreeing to this Agreement, Affiliates agree to be bound by the Stripe Connected Account Agreement.

Funds Flow: Customer transactions for the Merchant's products are handled by the Merchant and its ecommerce or payment providers. Rezfiliate is not the Merchant of Record for those transactions. For commission funding, Rezfiliate may create a separate PaymentIntent against the Merchant's saved payment method and then create a Stripe transfer to the Affiliate's Stripe Express connected account. The relevant commission-funding flow is: Merchant payment method → Rezfiliate Stripe platform account → Affiliate's Stripe Express connected account.

Platform Payment Risk: Because the commission-funding charge is made on Rezfiliate's Stripe platform account, Stripe may debit the platform balance for related Stripe fees, refunds, disputes, chargebacks, or other negative transactions. Rezfiliate may seek reimbursement from the Merchant and may use available transfer reversal or other recovery mechanisms, subject to Stripe's rules and applicable law. As described in Section 7, external account debits are disabled for Affiliate connected accounts, so recovery against an Affiliate is limited to amounts available in the Affiliate's Stripe Express connected account and, to the extent supported by Stripe, future funds credited to that account.

Payout Currency: Payouts are made in the currency set by the Merchant. Stripe conversion fees may apply if the Affiliate's Stripe Express account is in a different currency. These fees are the Affiliate's responsibility.

Payout Adjustments: Merchants reserve the right to withhold, reverse, or adjust commissions associated with fraudulent, refunded, or policy-violating transactions, as described in Section 7.

Refunds and Commission Reversals: If a customer who generated a commission receives a refund from the Merchant, the corresponding Affiliate commission may be reversed.

Clawback Mechanism: If the commission payout has already been transferred to the Affiliate's Stripe Express account, Rezfiliate may reverse the transfer from the Affiliate's Stripe Express account balance using Stripe's transfer reversal functionality. External account debits are disabled for Affiliate connected accounts, so recovery is limited to amounts available in the Affiliate's Stripe Express connected account and, to the extent supported by Stripe, future funds credited to that account. Rezfiliate does not intend to debit an Affiliate's external bank account, card, or other external payment method to recover such amounts.

No External Account Debits: Rezfiliate has configured its Stripe Connect integration so that external account debits are disabled for Affiliate connected accounts. Accordingly, Rezfiliate does not intend to, and this Agreement does not authorize Rezfiliate to, debit an Affiliate's external bank account, card, or other external payment method to recover a commission, refund, chargeback, negative balance, or other amount. If the available Stripe Express balance is insufficient, recovery may be delayed until sufficient funds become available, and Rezfiliate does not guarantee that recovery will ever occur.

Negative Balances: A transfer reversal can create a negative balance in the Affiliate's connected account. Because external account debits are disabled, Stripe may instead attempt to recover the negative balance from future funds credited to the connected account, or otherwise administer the balance in accordance with Stripe's applicable rules and the connected-account configuration. The parties acknowledge that Stripe may allocate responsibility for negative balances, refunds, disputes, and chargebacks to Rezfiliate under the applicable Connect configuration. Rezfiliate may seek reimbursement from the Merchant to the extent permitted by the applicable agreement and law, and may wait for sufficient Affiliate Express balance or future funds before completing a dependent Merchant refund or adjustment. Nothing in this Agreement promises that Rezfiliate will absorb a loss, that recovery from an Affiliate will succeed, or that any party will be insulated from Stripe's applicable administration of the connected account.

Authorization: By accepting this Agreement, Affiliates authorize transfer reversals and balance adjustments to the extent permitted by the Stripe Connected Account Agreement, the connected account configuration, and applicable law. This Agreement does not authorize Rezfiliate to debit an Affiliate's external bank account, card, or other external payment method, and Rezfiliate does not intend to do so, because external account debits are disabled on the Affiliate connected accounts. Recovery is limited to the Affiliate's available or future Stripe Express balance as described above.

Affiliates must maintain a valid Stripe Express account linked to their Rezfiliate profile to receive commission payouts. Stripe Express accounts used on the Rezfiliate Platform are managed under Rezfiliate's platform account.

Affiliates are responsible for providing accurate account information, keeping Stripe Express information up to date, complying with Stripe's terms and KYC requirements, and paying any fees, taxes, or charges associated with their Stripe Express account.

No Rezfiliate Identity/Tax Verification: Rezfiliate does not currently independently verify Affiliate identity, tax status (W-8/W-9/T4A), or sanctions status. Affiliates are responsible for their own tax, reporting, and legal obligations. Rezfiliate may implement additional verification or compliance procedures if required.

Termination by Affiliate: Affiliates may terminate their participation at any time. Upon voluntary termination, commissions earned on valid, non-disputed conversions remain payable by the Merchant.

Termination by Merchant (Without Cause): Merchants may remove an Affiliate from a Program at their sole discretion and without providing a reason. If an Affiliate is removed without Cause, commissions earned on valid, non-disputed conversions occurring before the effective date of termination remain payable by the Merchant in accordance with the applicable Program Terms.

Termination for Cause: If an Affiliate violates this Agreement, any published Merchant Program Terms or program settings, or Rezfiliate's applicable policies, the Merchant or Rezfiliate may suspend or terminate the Affiliate's participation immediately where reasonably necessary to protect users, the Service, payment integrity, or the interests of the Merchant or other participants.

For purposes of these Terms, "Cause" means a genuine and reasonably substantiated material violation, including:

• Fraud, attempted fraud, or fraudulent activity.
• Manipulation or generation of clicks, leads, conversions, commissions, or attribution through bots, automated systems, fabricated activity, self-referrals, or other deceptive means.
• Knowingly providing false or materially misleading information to Rezfiliate or a Merchant.
• Use of prohibited traffic sources, advertising methods, promotional practices, or other marketing methods in violation of applicable Program Terms or program settings.
• Deceptive, misleading, or unlawful promotional or advertising practices.
• Material violation of applicable privacy, data protection, consumer protection, or other laws in connection with participation in a Program.
• Material misuse or infringement of a Merchant's intellectual property or other rights.
• Another material breach of this Agreement, applicable Program Terms, program settings, or Rezfiliate policies.

Where a violation is capable of being corrected, Cause will generally require that the Affiliate be given reasonable notice and an opportunity to cure the violation, unless immediate suspension or termination is reasonably necessary to protect users, the Service, payment integrity, or prevent further harm.

A Merchant's assertion that Cause exists does not, by itself, establish Cause.

A commission may be withheld, reversed, or invalidated only to the extent reasonably related to a refund, chargeback, fraud, unlawful conduct, or other conduct that caused the applicable conversion or commission to be invalid under the applicable Program Terms or program settings. Valid, accrued, non-disputed commissions are not automatically forfeited solely because an Affiliate's account or Program participation is suspended or terminated, subject to lawful set-off, payment-provider recovery, applicable Program Terms, and applicable law.

Merchant Termination: Merchant termination does not relieve the Merchant of its obligation to pay commissions that were validly accrued by Affiliates before termination. Rezfiliate does not assume responsibility for funding a Merchant's unpaid accrued commissions. Affiliate claims for unpaid commissions will be handled in accordance with the Merchant's obligations under the Merchant Agreement, the applicable Affiliate Program terms, and Rezfiliate's dispute and recovery procedures.

No Automatic Removal for Inactivity: Affiliates are not automatically removed due to lack of referrals or inactivity. However, Merchants may remove inactive Affiliates at their discretion, and Rezfiliate may restrict access for inactive accounts as set out in the Terms of Service.

Affiliates participate as independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the Affiliate and the Merchant or between the Affiliate and Rezfiliate.

Affiliates are solely responsible for applicable taxes on commissions, complying with applicable laws, and obtaining any required licenses or permits.

Rezfiliate provides the technology routing layer used to track, calculate, and facilitate affiliate relationships. Rezfiliate is merely a software provider and is not a party to the underlying commercial relationship between Merchant and Affiliate.

Rezfiliate is not responsible for the Merchant's Program terms, product quality, service delivery, funding of payment obligations by Merchants, disputes between Merchants and Affiliates, or the legality of any Merchant's products or services.

Any dispute between a Merchant and an Affiliate regarding commissions, tracking, or other Program matters shall be resolved directly between the parties. Rezfiliate is not a mediator and is not responsible for resolving such disputes.

Rezfiliate will make the tracking and transaction records available to the extent held and legally shareable, but records may be incomplete, delayed, inaccurate, or affected by browsers, consent choices, integrations, fraud controls, or third-party systems. If a dispute arises and the Merchant fails to pay valid commissions, the Affiliate's primary remedy is against the Merchant, not Rezfiliate, subject to any non-waivable rights.

To the maximum extent permitted by law, neither the Merchant nor Rezfiliate shall be liable for any indirect, incidental, special, consequential, or punitive damages arising from participation in the Program.

Rezfiliate's Total Liability: Rezfiliate's liability is limited as provided in Section 16 of the Terms of Service, including its minimum cap, exclusions, indemnity allocation, and non-waivable-law carve-out. The Affiliate is not treated as having paid a zero fee merely because the Merchant pays Rezfiliate's subscription fees.

No Warranty: The Platform is provided "AS IS" and "AS AVAILABLE," without warranties of any kind.

This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws principles.

Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the dispute resolution provisions in the Terms of Service, including mandatory arbitration with a small claims carve-out, a class action waiver, and the 30-day arbitration opt-out.

You agree to defend, indemnify, and hold harmless Rezfiliate Inc., the Merchant, and their respective directors, officers, employees, and agents from any claims, damages, liabilities, costs, and reasonable legal fees arising out of or relating to: (a) your participation in the Program; (b) your violation of this Agreement or any incorporated policy; (c) your violation of applicable law; (d) your marketing activities; or (e) your infringement of any third-party rights.