Affiliate Program Terms and Conditions

Effective Date: January 25, 2025

This Affiliate Program Agreement ("Agreement") is entered into by and between Capchr LLC, a Delaware limited liability company ("Company"), and the individual or entity agreeing to participate as an affiliate ("Affiliate"). This Agreement sets forth the terms and conditions governing Affiliate's participation in the Affiliate Program ("Program").

By participating in the Program, Affiliate acknowledges and agrees to be bound by this Agreement. If the Affiliate does not agree, they must refrain from participating in the Program.

1. Definitions

• 1.1 "Affiliate Program" means the Company's program under which participants are authorized to promote the Platform Services through designated referral links or codes and earn commissions based on referrals resulting in subscriptions.
• 1.2 "Affiliate Link" means the unique tracking link provided to the Affiliate to track referrals and commissions.
• 1.3 "Commission" means the payment earned by an Affiliate for successful referrals, as specified in this Agreement.
• 1.4 "Platform Services" means the Company's SaaS platform for video intelligence and analysis.
• 1.5 "Subscription Sale" means a completed purchase of the Platform Services by a referred customer through an Affiliate Link.

2. Enrollment and Eligibility

• 2.1 Eligibility. To participate in the Program, the Affiliate must:
  • Be at least 18 years old or the legal age of majority in their jurisdiction.
  • Register and verify their identity through the Company's affiliate platform.
  • Agree to these Terms and Conditions.
• 2.2 Restrictions. The Program is open to individuals and businesses worldwide, except in jurisdictions restricted by Company policy or applicable law.

3. Affiliate Obligations and Conduct

• 3.1 Marketing Practices.
  • Affiliate must accurately represent the Platform Services and comply with applicable laws, including FTC and GDPR regulations.
  • Affiliates must not engage in misleading advertisements, false claims, or spam activities.
• 3.2 Use of Referral Links.
  • Affiliate must use the designated referral link provided by the Company.
  • Affiliate Links cannot be shared on illegal, unethical, or inappropriate websites or forums.
• 3.3 Prohibited Conduct.
  • Self-referrals, cookie stuffing, or fraudulent activities are strictly prohibited.
  • Affiliates cannot purchase Platform Services through their own referral links.

4. Commissions and Payments

• 4.1 Commission Structure.
  • 10% commission on the monthly and annual subscription fees of referred customers.
  • Tiered commissions: Affiliates reaching 100 active referrals over three consecutive months qualify for bonuses.
  • Tier 2 Commissions: Eligible affiliates earn an additional 1.5% on indirect referrals.
• 4.2 Payment Terms.
  • Commissions are calculated monthly and paid within 30 days after the end of each month.
  • Minimum payout threshold: $100 USD.
  • Payments are processed via Wise transfer.
• 4.3 Hold Period.
  • A 30-day hold applies to commissions to account for potential chargebacks or cancellations.
• 4.4 Tax Responsibilities.
  • Affiliates are responsible for reporting and paying applicable taxes in their jurisdiction.
  • Australian Affiliates: Affiliates located in Australia will be paid via the Australian entity in AUD. If GST-registered, they must issue GST invoices. The Australian entity will report payments to the ATO (Australian Tax Office) where required.
  • Non-Australian, U.S.-based, and Non-U.S.-based Affiliates: Affiliates outside Australia will be paid by the U.S. entity in USD, subject to applicable IRS rules. Non-U.S. affiliates will only be subject to IRS regulations to the extent such rules apply to them (e.g., W-8BEN for non-U.S. persons, W-9 for U.S. persons).
• 4.5 Account Activation Fee.
  • Affiliates must pay a one-time activation fee of $9.95 USD, refundable upon first commission payout.

5. Milestones and Rewards

• Tier 1 Bonus: $100 for maintaining 100 active referrals over three consecutive months.
• Tier 2 Upgrade: Additional 1.5% commission on indirect referrals.
• Additional Incentives: The Company may introduce further rewards at its discretion.

6. Affiliate Dashboard

Affiliates will have access to a dashboard to track clicks, conversions, and earnings in real time.

7. Termination

• 7.1 Termination by Affiliate.
  • Affiliate may terminate their participation at any time by providing written notice to the Company.
• 7.2 Termination by Company.
  • The Company reserves the right to terminate an Affiliate's participation for violation of this Agreement, fraudulent activity, or conduct harmful to the Company's reputation.
  • Upon termination, all access to Company-provided materials and referral links must cease.

8. Intellectual Property

• Affiliates receive a non-exclusive, revocable license to use Company trademarks and marketing materials for promotion.
• Unauthorized alterations or misuse of Company assets are prohibited.

8. Limitation of Liability

• The Company is not liable for indirect, incidental, or consequential damages arising from the Program.
• The Company's liability is limited to the total commissions earned by the Affiliate.

10. Modifications

• The Company reserves the right to modify or terminate the Program with notice to Affiliates.
• Continued participation after changes constitutes acceptance of updated terms.

11. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
• Any disputes arising from this Agreement shall be resolved exclusively in the courts of Delaware.

12. Miscellaneous

• This Agreement constitutes the entire agreement between the Affiliate and the Company.
• If any provision is deemed invalid, the remaining provisions shall remain in full force and effect.

By signing up for the Affiliate Program, you acknowledge that you have read, understood, and agree to these Terms and Conditions.