Affiliate Agreement

SendToBooks, LLC

Affiliate Agreement

This Affiliate Agreement ("Agreement") is entered into by and between SendToBooks, LLC, a Minnesota limited liability company ("Company"), and the approved affiliate ("Affiliate").

By participating in the SendToBooks Affiliate Program, Affiliate agrees to the following terms:

1. Appointment

Company grants Affiliate a non-exclusive, revocable right to promote SendToBooks and refer customers using an assigned referral code.

Affiliate is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, agency, or fiduciary relationship between the parties.

Company may approve, deny, suspend, or revoke Affiliate participation at its sole discretion.

2. Referral Attribution

2.1 A referred customer must enter Affiliate's referral code at signup or within seven (7) days of account creation.

2.2 Referral attribution permanently locks after seven (7) days and cannot be changed.

2.3 If no referral code is entered within seven (7) days, the account remains permanently unattributed.

2.4 Company's internal records are the sole and final authority in determining referral attribution.

3. Commission Structure

3.1 Commission Basis

Affiliate earns commission solely on subscription revenue actually collected by Company from attributed accounts.

Commission:

• Applies to subscription revenue only.
• Includes seat-based subscription revenue.
• Reflects subscription pricing in effect at time of billing.
• Is calculated only on payments successfully received.
• Is not earned on unpaid, refunded, reversed, disputed, or fraudulent transactions.

No commission is earned unless and until Company receives payment.

3.2 Commission Rate

Affiliate's commission rate is assigned by Company at approval and communicated to Affiliate in writing.

Commission rates are not negotiable and may vary among affiliates.

Company may modify commission rates for future referrals upon notice. Commission rates applicable to previously attributed accounts remain unchanged unless otherwise specified in writing.

3.3 Duration of Commission Eligibility

Affiliate remains eligible to earn commission on attributed accounts for as long as such accounts remain active and paying, subject to the terms of this Agreement.

Commission is calculated monthly based solely on revenue collected during that month.

4. Exclusions and Improper Conduct

Commission is not payable on:

• Accounts owned, controlled, or materially influenced by Affiliate or its affiliated entities.
• Self-referrals or circular billing arrangements.
• Fraudulent, deceptive, or abusive activity.
• Revenue not actually collected by Company.

Company retains sole discretion to determine commission eligibility and may withhold, offset, or claw back commission resulting from fraud, abuse, or breach of this Agreement.

Affiliate agrees not to:

• Misrepresent SendToBooks or its services.
• Make false or misleading claims.
• Engage in spam, deceptive marketing, or unlawful conduct.
• Violate applicable professional, ethical, or regulatory standards.

5. Reporting

Affiliate will have access to a dashboard reflecting:

• Subscription revenue collected from attributed accounts.
• Commission earned.
• Payment status.

Company's records are final in all determinations regarding revenue and commission calculations.

6. Payment Terms

6.1 Commissions are calculated monthly based on subscription revenue collected during the prior calendar month.

6.2 Payments are made monthly, subject to any minimum payout threshold established by Company.

6.3 Affiliate must provide valid tax documentation, including IRS Form W-9 where applicable, prior to receiving payment.

6.4 Affiliate is solely responsible for all taxes arising from commission payments.

Company may delay payment to account for refunds, disputes, chargebacks, risk review, or payment processing issues.

7. Buyout of Commission Rights

Company may, at its sole discretion, elect to terminate Affiliate's future commission rights associated with all attributed accounts through a buyout.

The buyout amount shall equal twenty-four (24) times the total commission earned by Affiliate during the immediately preceding full calendar month.

Company shall provide at least thirty (30) days' written notice prior to effectuating a buyout.

Upon payment of the buyout amount, Affiliate's rights to any future commission under this Agreement shall permanently terminate in full.

Company is not required to obtain Affiliate's consent to effectuate a buyout under this section.

8. Term and Termination

Either party may terminate this Agreement at any time upon notice.

Upon termination:

• Affiliate shall not earn commission on new referrals.
• Affiliate shall continue to earn commission on previously attributed active accounts unless Company elects to effectuate a buyout pursuant to Section 7.

In the event of fraud, abuse, or material breach, Company may immediately terminate Affiliate's commission rights without buyout.

9. Confidentiality

Affiliate agrees to maintain the confidentiality of all non-public information disclosed by Company, including but not limited to commission structures, revenue data, dashboard information, customer data, pricing, and internal materials.

Affiliate shall not disclose such information without Company's prior written consent.

10. Non-Disparagement

Affiliate agrees not to make false, misleading, or disparaging statements regarding Company, its products, or its personnel during or after the term of this Agreement.

11. Indemnification

Affiliate agrees to indemnify, defend, and hold harmless Company, its officers, members, and agents from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising out of:

• Affiliate's marketing activities,
• Misrepresentations,
• Violations of law, or
• Breach of this Agreement.

12. Limitation of Liability

Company shall not be liable for indirect, incidental, special, or consequential damages arising from participation in the Affiliate Program.

Company's aggregate liability under this Agreement shall not exceed commissions paid to Affiliate during the twelve (12) months preceding the claim.

13. Modification

Company may update or modify this Agreement upon reasonable notice. Continued participation in the Affiliate Program after such notice constitutes acceptance of the updated terms.

14. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in Minnesota.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the Affiliate Program and supersedes all prior or contemporaneous communications and understandings.