Terms of Service

1.1 Description of Services

AffiliationOS provides businesses with an affiliate attribution platform to operate, administer, and expand their affiliate programs. You can access the Services through the domains and subdomains we control (collectively, the "Website").

Clients can use AffiliationOS to create and oversee affiliate programs, track attribution, share program information, and manage commissions and payouts for their affiliates.

Conversion tracking requires you to connect AffiliationOS to your own systems following the instructions on the Website. Setting up and maintaining that integration is entirely your responsibility.

1.2 Affiliate Programs

Clients may share details of their affiliate programs, such as program activities, payment arrangements, commission schedules, and additional terms. All information you provide must be truthful, complete, and accurate, and your use of the platform must comply with this Agreement. Uses that conflict with this Agreement are prohibited and may result in your access being suspended.

You may establish a separate agreement with affiliates you accept into your program to set out the terms of their participation. These agreements are made without AffiliationOS's involvement, and AffiliationOS bears no responsibility for them. Affiliates are also free to join other affiliate programs available on the platform.

You may end an affiliate relationship as permitted by your affiliate program agreement or any other applicable agreements. AffiliationOS has no responsibility to verify, enforce, or acknowledge that termination and is not liable for outstanding payments or any other obligations resulting from your relationship with the affiliate.

The Services must not be used to run affiliate, referral, or performance-based marketing programs for healthcare products or services that are reimbursed by, or billed to, U.S. federal or state healthcare programs, including Medicare and Medicaid. Accounts that breach this restriction may be suspended or terminated at our discretion.

1.3 Account Access

To use AffiliationOS, clients must register an account and agree to these Terms of Service. Clients may grant authorized team members access to their workspace. Each team member must use their own account and login credentials, which must not be shared with another person. Clients are responsible for managing workspace access and ensuring that authorized team members comply with this Agreement. You alone are responsible for keeping your login credentials confidential and for every activity carried out under your account, regardless of whether you authorized it. If you discover or suspect unauthorized use, you must inform us immediately. Where we determine that an account has been, or may have been, used for an unauthorized purpose, we may suspend, deactivate, or replace it.

1.4 Usage Overages

Each AffiliationOS plan and enterprise contract is subject to enforced usage limits. We will not automatically upgrade your plan when a limit is reached. If your project reaches its applicable payout limit and you do not choose to upgrade, the project will not be able to execute new payouts until sufficient capacity becomes available under your plan or contract. Revenue tracking will also stop when your project reaches its applicable usage limits and will resume only once sufficient capacity becomes available under your plan or contract.

1.5 Access Suspension

Your ability to access or use AffiliationOS may be suspended by us in the following circumstances:

• to carry out planned maintenance;
• as a result of a Force Majeure Event;
• when you or a permitted user breaches this Agreement;
• to respond to urgent security issues;
• when a governmental or regulatory authority, or a change in applicable law, requires it.

1.6 Fair Use

You are accountable for how you use the Services and for any content you publish or send through them. Use of the Services for malicious purposes is prohibited, including:

• conducting phishing or scams, or operating deceptive websites;
• infringing copyrights;
• concealing destination URLs for malicious purposes;
• developing, assessing, benchmarking, or replicating a competing product;
• engaging in reverse engineering, scraping, or crawling, or extracting internal functionality;
• bypassing security controls, authentication, usage limits, or billing mechanisms.

Usage that is excessive may violate our fair use policies. If we conclude, at our sole discretion, that you have breached these Terms, we may suspend or terminate your access.

2.1 Commissions

You are required to pay every commission earned by your affiliates. If AffiliationOS collects these amounts from you to remit to affiliates, we will send the commission payments only once we have received your payment. Affiliates may check the status of their payouts in their dashboard.

• Receipt of your payment is required before AffiliationOS pays any commissions.
• Responsibility for delayed or inaccurate commission payments does not rest with AffiliationOS.
• You must settle any commission dispute directly with the affiliate concerned.

2.2 Taxes

Each party must bear its own taxes and satisfy the applicable tax documentation requirements and obligations. These include sales, use, and value-added taxes, as well as national, state, or local taxes on net income, capital, gross receipts, or payments.

2.3 Billing

A failed or declined direct-debit transaction may incur a failure fee to cover upstream provider costs. We may issue invoices detailing affiliate activity from the preceding payout period. Any discrepancy must be reported within 7 days; otherwise, the invoice will be treated as correct.

2.4 Payment Processing

Third-party processors, including Stripe, Inc., handle payment processing. AffiliationOS is not a party to your agreements with payment providers and assumes no responsibility for those agreements or associated issues, including delayed payments. You must resolve payment-processing disputes with the relevant provider.

2.5 External Payouts

You may pay your affiliates outside AffiliationOS. For payments made outside the platform, you may manually update the corresponding payout status in AffiliationOS. You are responsible for ensuring that these status updates accurately reflect the payments you have made.

3.1 Fees for Services

Your selected plan or contract determines the monthly or annual subscription charges and affiliate commission-related fees that you are required to pay.

You must keep your billing details current, accurate, and complete. You authorize us to automatically charge, request, and collect payments using your payment method or designated bank account. You also agree to supply any information we reasonably request to verify your payment account or financial details and facilitate timely payment.

Not paying fees by their due date constitutes a material breach and may lead to your access being suspended or terminated. Except where expressly specified otherwise, fees must be paid in advance in U.S. Dollars and are non-refundable. Cancellation of future renewals does not cancel fees already incurred or entitle you to a refund for unused time in a paid billing period.

Monthly and annual subscriptions renew automatically for successive billing periods unless cancelled before renewal. You may cancel at any time, with cancellation taking effect at the end of your current paid billing period. Subscription access continues through that period, subject to any suspension or termination permitted under this Agreement.

Plan upgrades require your explicit request, take effect immediately, and are subject to prorated charges for the remainder of the current billing period. Requested downgrades take effect at the next renewal. Different arrangements may apply where expressly agreed in your contract.

When subscription access ends, already-funded payouts continue processing, subject to the payment processor's requirements, but no new platform payouts may be initiated. You remain responsible for unpaid affiliate commissions and for resolving any failed payouts.

4.1 Privacy Policy

Your use of AffiliationOS constitutes acceptance of our Privacy Policy, which is incorporated by reference as part of this Agreement.

4.2 Intellectual Property Rights

We, our licensors, or other providers own the Services and their content, features, and functionality. This includes information, software, code, text, displays, graphics, photographs, video, audio, and their design, presentation, selection, and arrangement, all of which are protected by applicable intellectual property laws. Registering for the Services authorizes us to include your company name and logo in our marketing materials.

Ownership of your data and its intellectual property rights remains with you. For the duration of this Agreement, you authorize AffiliationOS to access, collect, use, process, store, disclose, sublicense, and transmit that data exclusively for operating, delivering, maintaining, and improving AffiliationOS and related services. We may use data that cannot be linked to you or your customers for support and improvements to the Services.

The Services may be used to generate aggregated performance metrics, usage patterns, and statistics ("Usage Data"). We aggregate and anonymize Usage Data so that neither you, your customers, nor any particular individual can be identified. Usage Data does not constitute your data or personal data and cannot be re-identified.

Information one party shares with the other in connection with this Agreement constitutes "Confidential Information" if it is marked proprietary or confidential, or if its nature and the circumstances of disclosure reasonably indicate that it should be treated as such.

Both parties undertake to:

• use Confidential Information received from the other party solely to perform this Agreement;
• apply no less care to its protection than to their own comparable information;
• limit disclosure to people with a legitimate need to know who are subject to confidentiality obligations offering equivalent protection.

Information is excluded from these obligations if it becomes public without wrongdoing, is obtained without restriction from a third party, or is developed independently without using the Confidential Information. Disclosure required by law is allowed, provided prompt notice is given whenever legally permitted. After termination, each party must, upon request, return or destroy Confidential Information, except where retention is legally required.

Each party represents and warrants that it:

• is entitled to enter into this Agreement without breaching obligations to third parties;
• will fulfill its obligations in compliance with applicable laws.

Clients represent that they hold every right, license, consent, and authorization required by applicable law to supply client data for the operation of AffiliationOS and related services. Ensuring that content, links, campaigns, and affiliate program terms comply with applicable laws and respect third-party rights is solely the client's responsibility.

AffiliationOS warrants that it will employ commercially reasonable measures and industry-standard practices to identify and remove malicious code and maintain reasonable protections for client data. Incidents resulting from client- or affiliate-supplied content, code, or data, or from integrations or systems beyond our control, are not our responsibility.

TO THE MAXIMUM EXTENT ALLOWED BY LAW, WE PROVIDE THE AFFILIATIONOS PLATFORM AND RELATED SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. OTHER THAN WHAT THIS AGREEMENT EXPRESSLY PROVIDES, AFFILIATIONOS GIVES NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT GUARANTEE UNINTERRUPTED, ERROR-FREE, OR SECURE OPERATION, OR THE ACCURACY OR RELIABILITY OF DATA, ANALYTICS, OR REPORTS.

WHILE THE PLATFORM HELPS CLIENTS AND AFFILIATES CONNECT, AFFILIATIONOS NEITHER CONTROLS NOR ENDORSES THEIR AFFILIATE PROGRAMS, AGREEMENTS, COMMISSION TERMS, OR OFFERINGS. CLIENTS AND AFFILIATES REMAIN INDEPENDENT OF AFFILIATIONOS. THEIR ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE, DISPUTES, AND AGREEMENTS ARE NOT OUR RESPONSIBILITY.

You must defend, indemnify, and hold harmless AffiliationOS and its officers, directors, employees, agents, and affiliates against damages, liabilities, and expenses, including reasonable attorneys' fees, resulting from third-party claims connected to your breach of this Agreement or applicable law, negligence, or willful misconduct. For claims that name us, we may approve the counsel engaged. We may also control and participate in the defense of matters involving us at our own expense and reasonably refuse consent to a settlement. Where a conflict exists, we may engage counsel whose reasonable fees you must pay.

NEITHER PARTY SHALL BE LIABLE UNDER THIS AGREEMENT, WHETHER FORESEEABLE OR NOT, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; INCREASED COSTS OR REDUCED VALUE; LOST BUSINESS, PRODUCTION, REVENUES, PROFITS, GOODWILL, OR REPUTATION; LOSS, INTERRUPTION, DELAY, OR RECOVERY OF DATA; BREACHES OF DATA OR SYSTEM SECURITY; OR REPLACEMENT GOODS OR SERVICES. THE TOTAL LIABILITY OF EITHER PARTY IS LIMITED TO THE SUBSCRIPTION FEES THE CLIENT PAID FOR THE SIX MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.

A client's failure to pay fees or commissions, violation of use restrictions, or breach of confidentiality obligations is excluded from these limitations.

This Agreement may be terminated by either party if the other party becomes insolvent, fails to pay its debts, or commits a material breach that remains unremedied for 30 days after notice of the breach.

Following termination, you have thirty (30) days to sign in solely to export your data. During this period, no other platform actions are available. Your account will then be deactivated, ending your access to the data. We will keep your data for at least thirty (30) days after termination and may delete it thereafter, unless the law requires a longer retention period.

Except for the limited data-export access described above, termination requires you to stop using the platform and, subject to applicable law, destroy any confidential information you hold. Any final invoice we issue for accrued, unpaid fees and commissions is due immediately.

We may amend these Terms periodically at our sole discretion. Amendments take effect upon publication and govern access to and use of the Services thereafter. Continuing to use the Services following publication of revised Terms constitutes your acceptance of those changes.

12.1 Governing Law

The laws of the State of New Mexico govern this Agreement and any related disputes, without applying conflict-of-laws principles.

12.2 Arbitration

Unless the parties agree otherwise in writing, claims concerning this Agreement must be settled by final, binding arbitration in New Mexico, administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. A party that is not in breach may request injunctive relief from the state or federal courts located in New Mexico. Those courts have exclusive jurisdiction and venue, subject to mandatory arbitration.

12.3 No Class Actions

Disputes may be pursued only on an individual basis; you must not bring class, consolidated, or representative actions. To opt out of arbitration, email legal@affiliationos.com using the subject line "ARBITRATION OPT-OUT" within thirty (30) days of your initial acceptance of these Terms.

12.4 Notices

All notices required under this Agreement must be delivered by email. Send notices addressed to us to legal@affiliationos.com. A notice to us is considered given upon receipt.

12.5 Publicity

We may list you among our users and feature your name and trademarks in our marketing materials.

12.6 Force Majeure

Other than payment obligations, neither party is responsible for a failure to perform caused by circumstances beyond its reasonable control, such as fires, outages, extreme weather, labor disputes, or government interventions, provided prompt notice is given and performance resumes as soon as possible. If the resulting delay remains unresolved for 90 days, either party may terminate this Agreement.

12.7 No Assignment

Assignment of this Agreement by you requires our prior written approval. With that restriction, this Agreement is binding upon and benefits both parties and their respective successors and assigns.

12.8 General

This Agreement is the complete agreement concerning its subject matter and replaces all prior understandings on that subject. Any unenforceable provision will be adjusted only to the extent necessary to make it enforceable, while the other provisions remain in effect. Waiving one default does not waive a subsequent default. This Agreement creates no third-party beneficiaries.

12.9 Waiver

Only a written waiver is valid, and it applies solely to the circumstances it addresses. A party does not waive a right by failing to demand strict performance or to enforce that right.

12.10 Survival

Provisions that expressly or implicitly survive remain effective after termination or expiration.