Affiliate Agreement

Last Updated: August 2024

IMPORTANT: THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE PARTICIPATING IN THE PROGRAM.

This Affiliate Agreement (“Agreement”) – together with the RuleFirst Terms of Service and the RuleFirst Privacy Policy (both incorporated herein by reference) – governs your participation in RuleFirst’s Affiliate Program (the “Program”). By accepting this Agreement or by participating in the Program, you (“Affiliate” or “You”) agree to be bound by its terms. If you represent a business entity, you warrant that you have the authority to bind that entity to this Agreement. RuleFirst reserves the right to modify this Agreement at any time; your continued participation in the Program will constitute acceptance of any modifications. You are responsible for ensuring that your employees, agents, and representatives comply with this Agreement. Any breach by those acting on your behalf is deemed a breach by you.

1. Program Application

1.1 Application Information

You agree to provide all information reasonably requested by RuleFirst during your application for the Program. You represent and warrant that all information you provide is truthful and accurate. RuleFirst retains sole discretion to determine your qualification for the Program and may change its criteria at any time.

1.2 Contact and Notification

You consent to be contacted by RuleFirst regarding your application and participation in the Program at the email address and phone number provided. It is your responsibility to manage your notifications. If you wish to opt out of non-essential communications, please follow the instructions provided in those communications. RuleFirst is not responsible for issues related to third-party network services.

2. Program Rules

You agree to abide by all rules and guidelines provided by RuleFirst, including the Code of Conduct (see Exhibit A) and all applicable laws and regulations. Failure to comply may result in immediate termination of your participation in the Program and forfeiture of any earned commissions.

You shall not:

• Use deceptive practices to generate referrals.
• Encourage existing RuleFirst customers to cancel or transfer their accounts to “self-refer” for commissions.
• Manipulate or misrepresent your Affiliate Link.
• Engage in any conduct that RuleFirst deems harmful or contrary to the spirit of the Program.

3. Compensation

3.1 Commission Structure

Upon acceptance into the Program, you will receive a unique Affiliate ID incorporated into your Affiliate Link. You will earn a recurring commission equal to 40% of the $97 monthly subscription fee for each new sale generated through your Affiliate Link. A “Sale” is defined as a new user (“Prospect”) who:

• Purchases RuleFirst’s products by clicking your Affiliate Link, and
• Remains in good standing for at least 45 days after the sale.

3.2 Commission Payment

Commissions are calculated based on the fees received by RuleFirst (less any applicable taxes) and will be paid in U.S. Dollars (USD). Commissions will be paid out 30 days after RuleFirst receives the referral’s payment. Your total earned commissions must equal or exceed $50 before payment is issued; any amount less than this in a 120-day period will be forfeited.

3.3 Payment Requirements

You must register and maintain an active account with a third-party payment provider and provide complete and accurate information (including any required tax forms) to receive commission payments. Failure to do so may delay or forfeit your commission payouts.

3.4 Refunds and Chargebacks

If a referral’s payment is refunded or charged back, any commissions previously paid for that Sale will be deducted from your future payouts or recovered by RuleFirst.

3.5 Fraudulent Activity

If RuleFirst determines, in its sole discretion, that a Sale was procured fraudulently or in violation of this Agreement, no commission will be earned for that Sale. If a commission was paid and the Sale is later deemed fraudulent, RuleFirst may withhold or recover the amount from future payouts.

4. Intellectual Property and Use of RuleFirst Materials

RuleFirst may provide you with intellectual property (“RuleFirst Materials”), including trademarks and marketing resources, solely to promote the Program. RuleFirst retains all ownership rights, and your use of these Materials is subject to RuleFirst’s guidelines. You may not sublicense or allow others to use these Materials. Your use of RuleFirst’s trademarks and branding must comply with RuleFirst’s Brand Style Guidelines. You may not imply any relationship with RuleFirst beyond your status as an independent affiliate.

5. Term and Termination

5.1 Term

This Agreement begins on the date you accept it and will continue until terminated by either party.

5.2 Termination

Either party may terminate this Agreement at any time with 30 days’ written notice. RuleFirst may immediately terminate this Agreement, freeze your commission payouts, or suspend your access if you breach any terms of this Agreement or engage in fraudulent activity. Upon termination, you forfeit any unpaid commissions, and all provisions intended to survive termination (such as indemnification and limitations of liability) shall remain in effect.

6. Independent Contractor

You acknowledge that you are an independent contractor. Nothing in this Agreement creates an employee–employer relationship, partnership, joint venture, or agency between you and RuleFirst. You have no authority to bind RuleFirst, and the only compensation available to you is set forth in this Agreement. You are responsible for your own taxes and expenses.

7. No Guarantee

RuleFirst does not guarantee business success, income, or sales. The Program is not a business opportunity, and no leads or referrals are provided by RuleFirst. Your earnings depend solely on your own efforts.

8. Limitation of Liability

Except as prohibited by law, in no event shall RuleFirst or its affiliates be liable for any indirect, incidental, special, consequential, or punitive damages arising from this Agreement or your participation in the Program. RuleFirst’s total liability to you shall not exceed the lesser of (a) three (3) times the total commission payments made in the month preceding the claim or (b) $1,500, subject to applicable law.

9. Dispute Resolution, Class Action Waiver, & Governing Law

9.1 Governing Law and Venue

This Agreement is governed by the laws of the State of Texas, without regard to its conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Austin, Texas (except that if you are a consumer in the European Union, you may bring a claim in the courts of your residence).

9.2 Dispute Resolution

The parties agree to attempt to resolve disputes amicably. If a dispute cannot be resolved within 30 days, the dispute shall be submitted to mediation, and if necessary, binding arbitration. Claims must be brought within one (1) year of the cause of action arising.

9.3 Class Action Waiver

You and RuleFirst agree that any dispute resolution will be conducted solely on an individual basis; class actions and class arbitrations are not permitted.

10. Indemnification

You agree to indemnify, defend, and hold harmless RuleFirst and its affiliates from any claims, damages, or expenses (including reasonable attorneys’ fees) arising from your breach of this Agreement, your use of RuleFirst Materials, your promotional activities, or your violation of any applicable law.

11. Severability

If any provision of this Agreement is found to be invalid or unenforceable under applicable law, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to comply with the law.

12. Judicial Action for Provisional Relief

You acknowledge that any breach of this Agreement may cause irreparable harm to RuleFirst. In such event, RuleFirst shall be entitled to seek injunctive relief without the requirement of posting a bond, in addition to any other available legal remedies.

13. Confidentiality

Any non-public, proprietary information that RuleFirst discloses to you in connection with the Program is considered Confidential Information. You agree to maintain such information in strict confidence and use it only for fulfilling your obligations under this Agreement. Confidential Information does not include information that is publicly available or independently developed without reference to RuleFirst’s Confidential Information.

14. Force Majeure

Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control (a “Force Majeure Event”), such as natural disasters, wars, riots, governmental orders, or other unforeseeable events. The affected party shall notify the other as soon as practicable.

15. Amendments

RuleFirst reserves the right to modify or update the terms of this Agreement at any time. You will be notified of any changes, and your continued participation in the Program constitutes acceptance of the updated terms.

16. Contact Information

If you have any questions or concerns regarding this Agreement, please contact RuleFirst at: Email: [email protected]

EXHIBIT A – Code of Conduct

As a participant in the Program, you agree to:

• Comply with all RuleFirst policies and instructions.
• Ensure that any claims made about RuleFirst or its products are honest, truthful, and substantiated.
• Not misrepresent RuleFirst as offering a business opportunity, franchise, “business-in-a-box,” or assisted marketing plan.
• Not use deceptive or misleading tactics to promote your Affiliate Link.
• Avoid any practices that could harm RuleFirst’s reputation or violate applicable laws or regulations.

Any materials published by you must represent fair, accurate, and truthful depictions of what customers can expect. You are prohibited from guaranteeing earnings or making misleading claims. Failure to correct inaccurate statements may result in termination of your participation in the Program.