Affiliate Agreement

Affiliate Agreement Review

Affiliate Agreement

OS may offer you an opportunity to become an independent OS Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for OS accounts. Affiliate compensation is further discussed herein. See also OS Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided in writing. This Affiliate Agreement (“Agreement”) governs your activity, participation application, and any subsequent participation in OS's Affiliate program. By clicking “I Accept the Terms and Conditions” and submitting, you thereby accept the terms of this Agreement. By using your Unique Affiliate ID or Accessing the OS Software, you thereby accept the terms of this Agreement. You indicate that you have read and understood this Agreement, and agree that you are bound by its terms, including any future amendments or updates.

SECTION 1. PARTIES.

All references to “OS” or “We” herein mean and refer to Team HQ LLC. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. OS and You are each referred to herein as a “Party,” and collectively as the “Parties.”

SECTION 2. APPLICATION.

You agree to provide all information reasonably requested by OS in connection with Your Affiliate application to be considered, and You affirm that all information that You provide is truthful and accurate. You understand and agree that OS retains sole and exclusive discretion to determine whether You qualify for participation in the OS Affiliate program. Not everyone who applies for the OS Affiliate program will qualify to participate. OS may review the application, at our sole discretion, and may terminate Your Affiliate status at any time. The standard of qualifications required for an Affiliate may change, at our sole discretion, at any time.

SECTION 3. CONSENT TO BE CONTACTED.

You expressly consent to be contacted at the email address and the phone number You provide in Your application, including through automated dialing systems, texts, and artificial or pre-recorded messages. This consent can only be revoked via written notice.

SECTION 4. COMPENSATION.

As an integral part of the OS partnership, Affiliates are required to maintain an active OS Subscription to be eligible for reselling and to earn commissions. For more information about OS Subscriptions, please review OS’ Terms of Service. You will receive a unique Affiliate ID when OS approves you as a qualified affiliate. The Affiliate ID will be incorporated within each URL which You will use to advertise OS. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID. All determinations of whether a Sale occurred and whether a Commission is payable, will be made by OS in its sole discretion.

Once a user (“Prospect”) has signed up, the affiliate partner credited with the sale will not be changed or reassigned, regardless of any subsequent cookies acquired. This policy applies even if the Prospect user believes the most recent cookie incorrectly attributed the sale to an affiliate. Once an affiliate partner is credited, the decision is final, and no changes will be made. Additionally, if a Prospect user has been signed up for more than thirty (30) days without any affiliate association, they cannot choose to become affiliated thereafter.

Provided that the Sold Account (as defined below) remains in good status within thirty (30) days from the Sale, Your commission is considered earned. You will earn commission for each Sold Account that generates a payment to OS in a month (“Commission”) once considered sold as defined below. The Commission will be determined by OS and may be changed from time to time depending on the quantity of sales, products, and other factors. Except as otherwise provided herein, Commission payments will be paid on the 30th of each month following OS's receipt of payment for a Sold Account, subject to the other terms of this Agreement. In the event the 30th of each month falls on a holiday or weekend, Commission payments will be paid on the business day following the holiday. All Commission payments are based on the amount of fees received by OS, less sales taxes.

The Commissions for the Affiliate Agreement are based on your OS Subscription Tier:

Pro Tier:

Tier 1: 40%

Partner Tier:

Tier 1: 45%

Tier 2: 5%

Platinum Tier:

Tier 1: 50%

Tier 2: 30%

Tier 3: 10%

Tier Definitions:

Tier 1(“Affiliate”): Represents a direct sales made by the referrer

Tier 2 (“Sub Affiliate”): Represents a sale made by the referee’s sign-up.

Limitations: Tiers do not extend past the 2nd tier.

Sub Affiliates will automatically be added to the referrer’s account

All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must equal or exceed Fifty and 00/100 Dollars ($50.00) (USD) before You receive a payment from OS.

Once a Commission of $50 (USD) or more is earned, You will need to register with our third-party payment provider to receive payment of Commissions. This means You are authorizing third-party companies to contact You. Depending on your preferred method of receiving payment of Commissions from us, i.e. if You choose a different payment method other than PayPal, OS or our third-party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation (the “required documents”) before processing any payment for Commissions. If You fail to submit the required documents, OS or our third-party payment provider may not process any payment for Commission.

If you, as an OS Affiliate, choose to charge your own pricing for the OS products or services beyond the standard package pricing set by OS, the following terms will apply:

1. Custom Pricing Authorization: You have been approved by OS to establish and charge custom prices for the OS products or services that you resell to your customers.

2. Commission Calculation: Regardless of the custom pricing you set, OS will calculate your commission based on the standard package pricing and will take up to the agreed-upon percentage of the standard package price. This means that the percentage of the sale OS earns, will be determined as if the products or services were sold at the standard OS prices, regardless of any higher prices you charge.

3. Standard Package Reference: The standard package price will be the baseline pricing for the specific OS product or service as listed on the OS website or as otherwise communicated to you by OS in writing.

4. Reporting and Payments: You must report your custom pricing to OS accurately. OS will use this information to calculate your commission based on the standard package price.

Commission payments will continue to be made in accordance with Section 4 of this Agreement.

5. Compliance with Laws: You must ensure that your custom pricing complies with all applicable laws and regulations. OS is not responsible for any legal issues arising from your custom pricing practices. You cannot charge less than the prices advertised by OS.

6. Disclosure to Customers: You must clearly disclose to your customers that the prices you charge are set by you and not by OS. You should also inform them that your pricing may differ from the standard OS pricing.

7. If you choose to charge your own pricing, you forfeit your eligibility for any and all referral partner competitions or promotions OS offers.

By charging custom prices, you acknowledge and agree to these terms and accept that OS will take its commission based on the standard package pricing, regardless of the prices you charge your customers. Additionally, by charging custom prices, you forfeit your rights to any additional tiered commissions eligible on your subscription.

Commissions that were earned more than 120 days before submitting completed required documents may not be processed. Applicable tax documents may be requested from You and You shall submit such documents upon OS’s request. If You are not a resident of the United States, OS may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the applicable governing body(ies).

Affiliates shall not earn any commissions for payments made on their own user accounts. Affiliates are strictly prohibited from creating or using an OS account under the name of another person or entity, a fictitious name, or any other name solely for the purpose of obtaining commissions or other compensation. Affiliates are not authorized to offer cash rebates or any other monetary incentives to secure sales unless explicitly approved in writing by OS. Additionally, affiliates cannot earn commissions from businesses in which they hold any ownership interest or are otherwise affiliated. Establishing a commission-sharing structure with any sub-affiliates is expressly forbidden. Commissions can only be earned in accordance with the terms and conditions specified in the affiliate agreement. Any violation of these terms will result in immediate termination of the affiliate account and forfeiture of any pending commissions.

Commissions are earned for transactions that actually occur between OS and a sale in which payment is received by OS. If a refund/chargeback occurs for a Sold Account, and if a Commission was paid to You for that Sold Account, such amount is considered unearned, and the Commission will be deducted from Your future Commissions.

If OS determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions or shall be refunded back to OS. OS may also terminate this Agreement immediately with written notice to the Affiliate.

Affiliates are responsible for paying their monthly subscription fees in full, regardless of any commissions earned through the Affiliate Program. Commissions earned by affiliates will not be applied as discounts or deductions towards their OS subscription fees.

Separate Payments: Commissions earned are paid directly to affiliates as outlined in the Commission structure, and are separate from any subscription payments. Affiliates are required to maintain an active and fully-paid subscription to remain eligible for earning commissions.

No Offsetting: Under no circumstances will commissions be offset or deducted from the monthly subscription payments due to OS. Affiliates must pay their subscription fees independently, and commission payouts will be handled separately according to the terms outlined in this agreement.

By participating in the Affiliate Program, affiliates agree to pay their subscription fees in full and will not use commissions earned to reduce or offset any subscription-related expenses.

Earnings Capped by Sign-Up Activity

Earnings within the Program are subject to caps based on the sign-up activity at each tier. The applicable caps are defined as follows:

Tier 1 Sign-Up Cap: Unlimited

There is no limit to the number of Tier 1 Affiliates you can sign up. You may earn commissions on an unlimited number of direct sign-ups in this tier.

Tier 2 Sign-Up Cap: 25 per Tier 1 Affiliate

For each Tier 1 Affiliate that you sign up, you can earn commissions on up to twenty-five (25) Tier 2 Affiliates. Once the number of Tier 2 Affiliates signed up under any individual Tier 1 Affiliate exceeds twenty-five (25), no further commissions will be earned on those additional sign-ups.

Tier 3 Sign-Up Cap: 50 per Tier 2 Affiliate

For each Tier 2 Affiliate in your network, you can earn commissions on up to fifty (50) Tier 3 Affiliates. Once the number of Tier 3 Affiliates signed up under any individual Tier 2 Affiliate exceeds fifty (50), no further commissions will be earned on those additional sign-ups.

By participating in the Program, you agree to adhere to these tiered commission limits and acknowledge that no additional earnings will be generated beyond the specified caps for each tier.

ADDITIONAL PAYMENTS RECEIVED BY OS FOR CLIENTS

If any additional payments are received by OS from clients due to agreements made between the user (Affiliate) and OS, such payments will adhere to the same payout time structure and conditions outlined in Section 4 of this Agreement. Specifically:

1. Payment Structure: Any additional payments or fees collected by OS that are tied to custom agreements between the Affiliate and OS will be treated as Commissionable earnings under the same terms as defined in Section 4. This includes maintaining the payout schedule and any applicable thresholds.

2. Reporting Requirements: Affiliates must accurately report any additional payments or custom agreements to OS in a timely manner. Failure to do so may result in delays or forfeiture of Commission on these payments.

3. Compliance with Terms: The same compliance, tax obligations, and legal responsibilities that apply to standard Commissions under Section 4 are also applicable to any additional payments. This includes adherence to tax reporting requirements, as well as any restrictions on earning Commissions from affiliated businesses or fraudulent activities.

4. Adjustment for Refunds/Chargebacks: In the event of a refund or chargeback on any additional payments, the previously paid Commission on those amounts will be considered unearned and deducted from future Commissions, consistent with the policies outlined in Section 4.

By agreeing to any additional payments, Affiliates acknowledge that these payments will be subject to the same rules and conditions as standard OS Commissions, ensuring consistency and transparency in earnings.

SECTION 5. TERM AND TERMINATION.

The term of this Agreement will begin the earlier of (i) when You click “I accept the Terms and Conditions” and submit; and (ii) Your participation in the Affiliate program is approved. Your participation in the OS Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If, in our sole determination, You defaulted or made an attempt to default any term or provision of the Agreement, Privacy Policy, or Appendix, or the Terms of Service, or violated any law, whether in connection with Your use of OS or otherwise, we may terminate the Agreement or suspend Your access to the Affiliate website (“Website”) at any time without notice to You. In such an instance, and in our sole discretion, we may also for the aforementioned reasons, terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach/default of this Agreement. See Appendix A, Section 2, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions, and any other payments owed to You or that may in the future be owed to You without any further liability by OS.

If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your OS account.

SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES.

In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify OS of the same within five (5) business days. OS, in its sole and exclusive discretion, may immediately terminate Your participation in OS's Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph. You hereby represent and warrant to fully comply with all terms and conditions in this Agreement, the Appendix, Privacy Procedure, and any other related agreements or terms.

SECTION 7. ENTIRE AGREEMENT.

This Agreement, Appendix A below, along with OS's Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.

SECTION 8. INDEPENDENT CONTRACTOR.

Affiliates are independent contractors of OS. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between OS and You by virtue of this Agreement. You have no right to act on behalf of or bind OS in any way, nor share in the profits or losses of OS. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.

SECTION 9. DISCLAIMER.

OS does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that OS will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a partnership opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

SECTION 10. LIMITATION OF LIABILITY.

Except where otherwise inapplicable or prohibited by law, in no event shall OS or any of its officers, directors, shareholders, employees, independent contractors, telecommunications providers, and/or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or any other damages, fees, costs or claims arising from or related to this Agreement, user agreement, the privacy policy, the services or products, your or a third party’s use or attempted use of the website or any software, service, or product, regardless of whether OS has had notice of the possibility of such damages, fees, costs, or claims. This includes, without limitation, any loss of use, loss of profits, loss of data, loss of goodwill, cost of procurement of substitute services or products, or any other indirect, special, incidental, punitive, consequential, or other damages. This applies regardless of the manner in which damages are allegedly caused, and on any theory of liability, whether for breach of contract, tort (including negligence and strict liability), warranty, or otherwise. In no event shall OS's liability to You or your business exceed the amount of one (1) times the payments paid by You to OS for the month preceding the date in which the facts giving rise to a claim against OS occurred or five-hundred dollars ($500), whichever is less, subject to applicable law, the remedies set forth above are your sole and exclusive remedies for OS’s entire obligation and liability, for any breach of our limited warranty. Subject to applicable law, under no circumstances will OS’s obligation or liability hereunder exceed the limited liability amount stated in this section. However, this shall not prevent OS from seeking equitable remedies described in section.

SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW.

Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Bergen County, New Jersey. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of New Jersey. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm. Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.

SECTION 12. INDEMNITY.

You agree to protect, defend, indemnify and hold harmless OS, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You (2) any breach of or default under the terms or conditions of this Agreement by You (3) the use or possession of any OS Property by You, except to the extent caused by OS’s gross negligence or willful misconduct (4) any negligence, gross negligence, or willful misconduct by or on behalf of Affiliate or its employees or agents.

SECTION 13. SEVERABILITY.

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.

SECTION 14. MODIFICATION/AMENDMENTS.

To the maximum extent permitted by applicable law, we may, in our sole discretion, change, modify, suspend, make improvements to or discontinue any aspect of the Agreement, temporarily or permanently, in whole or in part, at any time with or without notice to you, and we will not be liable for doing so. We reserve the right from time to time to modify these Terms in our sole discretion. Your use of the Service after any modification we make constitutes your acceptance of the most recent version of these Terms as modified. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.

SECTION 15. JUDICIAL ACTION FOR PROVISIONAL RELIEF.

OS shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including without limitation a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party's rights to adjudicate the merits of the dispute by arbitration. The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to OS for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.

SECTION 16. COMPLAINT NOTIFICATION.

Affiliate must notify OS of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to OS Support. Visit https://scalewithos.ai/ for information on how to contact support.

SECTION 17. FORCE MAJEURE.

No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. "Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.

SECTION 18. INTELLECTUAL PROPERTY

Team HQ LLC owns and reserves all its rights, title, and interest in OS automations including but not limited to source code, algorithms, processes, funnels, or methodologies. You agree that you will not reproduce, duplicate, copy, sell, trade, or resell any of the OS automations developed by OS. You further agree that you will not use any of Team OS’ intellectual property, including but not limited to source code, algorithms, processes, funnels, or methodologies, to create or develop another “Go High Level” account or any similar product. You also agree that you will not transfer OS Funnel automations or any associated intellectual property to any other GHL account or platform.

SECTION 19. NON-COMPETE.

You agree that You will not open or operate your own “Go High Level” account outside of OS during and for a period of one (1) year following the termination of this agreement with OS. Any violation of this clause will result in immediate termination of the services provided by OS without refund and may result in legal action.

Appendix A: Additional Terms and Rules for Advertising

General Compliance

Affiliate shall publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws.

Disclosure

On any website that Affiliate advertises any OS service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as: “Disclosure: I am an independent entity from OS. I am not an agent or employee of OS and have no authority to make a binding contract or represent OS in any capacity. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements by Team HQ LLC.”

Non-Disparagement

Affiliate agrees that Affiliate shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning OS or any owners, managers, executives, agents, contractors, employees, or officers now or in the future. Affiliate shall also not make any negative or defamatory comments about a competitor for the purpose of promoting OS products or services.

Social Media

If Affiliate advertises on social media, including but not limited to YouTube or Instagram, each post must comply with all of the following:

Each post must contain OS.

Each post must contain ad in a clear and conspicuous location before the text of the description and in all events before the “More” button.

Each Instagram post must use Instagram’s “Paid Partnership” tool.

Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right-hand portion of the video. If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.

Income and Business Opportunity Claims

Affiliates are expressly prohibited from making, publishing, or communicating any claims or statements that use of OS will guarantee that the user will make money. If Affiliate’s recruiting efforts include claims related to income Affiliate has made from using OS or as an Affiliate, the following guidelines must be adhered to:

Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience.

Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results based on my experience. Your results may be different. There is no guarantee you will obtain similar results or make money.”

Affiliate is also expressly prohibited from making any express or implied claims that OS is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.

Intellectual Property Rights

All rights with respect to the Services and OS’s name and trademarks, whether now existing or which may hereafter come into existence, which are not expressly granted to Affiliate herein are reserved to OS. Any goodwill generated through Affiliate’s use of OS’s name and trademarks shall inure solely to the benefit of OS. Except as set forth in this Agreement, Affiliate may not use OS’s name or trademarks without OS’s prior written consent. Affiliate will promptly notify OS of any infringement or threatened infringement of any rights of OS of which Affiliate becomes aware and will provide reasonable assistance to OS, at OS’s expense, in connection therewith. Affiliate will use commercially reasonable means to protect the security of the Services on Affiliate’s system and network, including internal and public websites, from hacking or other unauthorized access, modification, or redistribution. Upon becoming aware of any breach in security, Affiliate shall take prompt action to remedy such breach.

General Restrictions

You represent, warrant, and agree to comply with the following:

Affiliates are strictly prohibited from making claims concerning the products and services offered by OS that are inconsistent with, or beyond the scope of marketing materials produced and made available by OS on its website, www.scalewithos.ai. Affiliate is prohibited from publishing or otherwise distributing advertisements by any method including but not limited to telemarketing, fax, or text messaging in any form to any device. Affiliate may offer information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to potential users.

Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of OS, any brand name of OS, or based on the trademarks or brand name of any competitor of OS, or any other third party. Affiliate shall not direct link to an OS' sales page from any paid advertising.

Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.

You will only use the Links we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation or modification of any kind.

You may not “self-refer,” meaning that only transactions by other persons using your Link will result in Affiliate Fees.

You may not manipulate referrals to switch from other affiliates. We will only switch a referral if the customer writes into support asking to be switched.

You will not engage in any behaviors that are fraudulent, abusive, or harmful to the Site or the Program at our discretion.

We reserve the right, at any time, to review your placement and approve the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.

Your Website will not in any way copy, resemble, or mirror the look and feel of the OS Marketing Site. You will also not use any means to create the impression that Your Website is our Site or any part of our Site, including by framing of our Site in any manner.

You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).

The maintenance and the updating of Your Website(s) will be your responsibility. We may monitor Your Website(s) as we feel necessary to make sure that it is (or they are) up-to-date and to notify you of any comments as it relates to the Program.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to Your Website. You must have express permission to use any person’s or any business’s or entity’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and You will be solely responsible) if You use another person’s, business’s, or entity’s copyrighted material or other intellectual property in violation of the law or any third-party rights.

You will not send unsolicited bulk-emails (spam). You will not create advertisements that appear on (a) sites and apps that contain or reference categories adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.

You will not use any images, text, or other content provided to You by OS except Licensed

Material (defined in Section 9 below) as authorized under this Agreement and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. We may revoke any licenses or other rights referenced in this Agreement at any time for any reason.

You acknowledge our ownership of our Licensed Materials, agree that You will not do anything inconsistent with our ownership, and agree that all of your use of the Licensed Materials (including all associated goodwill) will inure to the benefit of, and on behalf of, OS. If requested, you agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives You any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that You will not attack our rights in or title to the Licensed Materials or the validity of the Licensed Materials or this Agreement.

You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by OS in writing. OS may, on a case-by-case basis, offer You access to discounts, coupons, free trials, promo codes, or other promotional offers, and You agree to comply with all terms and limitations that OS establishes in connection with such promotional offers.

Unless otherwise agreed upon in writing by OS, You may not promote through a sub-affiliate network and all advertising and all Affiliates must agree to this Agreement.

Pay-Per-Click (“PPC”) Restrictions Unless OS gives You written consent, You agree to comply with the following restrictions:

You may not bid on any of our Restricted Terms (defined below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network.

“Restricted Terms” means any of the following terms: OS, Team HQ LLC, Scalewithos.ai, OS coupon, OS discount code, OS discount, OS promo code, OS sale, OS promo, OS sales, OS deals, OS, ScalewithOS, ScalewithOS discount.

You may not use our Restricted Terms, including any variations or misspellings as per above in sequence with any other keyword.

You may not use our Restricted Terms in your ad title, ad copy, display name or as the display URL.

You may not use any of our Restricted Terms as part of the domain or sub-domain for Your Website.

You may not directly link to the Site from any PPC ad or use redirects that yield the same result. Customers must be directed to an actual page on Your Website.

You may not bid in any manner appearing higher than us for any search term in positions 1-5 in any auction-style PPC advertising program.

If you automate your PPC campaigns, it is your responsibility to exclude our Restricted Terms from your marketing and related activities and we strongly suggest you add our Restricted Terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. We will not enter a discussion about when the violation started and when it stopped; you will forfeit all Affiliate Fees for a minimum of the past 30 days, your Affiliate Fee balance will be set to $0 without warning, and we may terminate your participation in the Program at our discretion.

General Advertising RestrictionsYou represent and warrant that Your Website(s), social media posts, and any other advertising materials will not:

Infringe our or anyone else’s intellectual property, publicity, privacy, or other rights.

Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.

Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

Contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.

10. Confidential information.10.1 Definition of Confidential Information.For the purposes of this Agreement, "Confidential Information" shall mean any and all non-public, proprietary, or confidential information, whether in oral, written, electronic, or any other form, that is disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") in connection with this Agreement, which may include, but is not limited to:(i) Trade secrets, business plans, strategies, methods, and processes;(ii) Financial information, pricing, and cost data;(iii) Customer lists, contact information, and preferences;(iv) Product designs, specifications, and prototypes;(v) Marketing and sales strategies, and other business-related information;(vi) Any other information that is marked as "Confidential" or that a reasonable person would understand to be confidential based on the nature of the information and the circumstances of disclosure.

10.2. Obligations of Receiving Party.(a) The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care.(b) The Receiving Party shall not disclose, directly or indirectly, any Confidential Information to any third party, except to its employees, contractors, or agents who have a legitimate need to know the Confidential Information for the performance of their duties under this Agreement, provided that such individuals are bound by confidentiality obligations at least as protective as those contained herein.(c) The Receiving Party shall not use the Confidential Information for any purpose other than as expressly permitted under this Agreement.(d) The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy.

10.3. Duration of Confidentiality Obligations.The Receiving Party's obligations under this Section 10 shall commence upon the effective date of this Agreement and shall continue for the term of this Agreement and 2 years thereafter (the "Confidentiality Period").

10.4. Return or Destruction of Confidential Information.Upon written request from the Disclosing Party or upon the expiration or termination of this Agreement, the Receiving Party shall promptly return to the Disclosing Party or destroy (at the Disclosing Party's option) all Confidential Information in its possession or control, and the Receiving Party shall certify in writing to the Disclosing Party that it has complied with this obligation.

10.5. Exceptions.The obligations of confidentiality set forth herein shall not apply to any portion of the Confidential Information that the Receiving Party can demonstrate, with clear and convincing evidence, was:(i) In the public domain at the time of disclosure or subsequently enters the public domain through no fault of the Receiving Party;ii) Known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure; or(iii) Independently developed by the Receiving Party without reference to or use of the Confidential Information.