Platform Affiliate Agreement

1. Definitions

"Platform" means the Action Units website, application, and all related services.

"Affiliate" means a user approved to promote the Platform and earn commissions through referral activity.

"Referred User" means a user who registers or accesses the Platform through an Affiliate's referral link and is attributed to that Affiliate under Action Units' systems.

"Referred Creator" means a Referred User who subsequently becomes a Creator on the Platform.

"Net Platform Revenue" means amounts actually received by Action Units after deduction of:

• payment processing fees
• refunds
• chargebacks
• credits, discounts, and promotional adjustments
• transaction costs

"Platform Fee" means the portion of Net Platform Revenue retained by Action Units.

"Qualified Transaction" means a completed and non-refunded transaction recognized by Action Units.

2. Program Participation

Participation in the Affiliate Program is:

• subject to approval
• subject to ongoing eligibility
• revocable at any time

Action Units may approve, deny, suspend, or terminate Affiliate participation at its sole discretion.

3. Referral Tracking and Attribution

Affiliate referrals are tracked through unique referral links and internal attribution systems.

Action Units retains sole and exclusive authority over:

• referral attribution
• tracking methodology
• attribution windows
• conflict resolution

Attribution may be:

• granted
• denied
• adjusted
• revoked

in cases of:

• duplicate attribution
• conflicting referrals
• fraud or abuse
• system errors

All attribution decisions are final and binding.

4. Commission Structure

Affiliates may earn commissions based on activity generated by Referred Users or Referred Creators.

4.1 User Referral Commissions

Affiliates may earn a percentage of the Platform Fee generated from Qualified Transactions by Referred Users.

4.2 Creator Referral Commissions

If a Referred User becomes a Creator, Affiliates may earn a percentage of the Platform Fee generated by that Creator.

4.3 Rates

Commission rates:

• are determined solely by Action Units
• may vary by Affiliate, program, or promotion
• may be set globally or individually
• may change prospectively at any time

Any commission rates displayed within the Platform dashboard, affiliate interface, or communicated to the Affiliate are for informational purposes only and do not constitute a guaranteed or permanent rate unless expressly stated otherwise in a separate written agreement.

5. Eligibility for Earnings

Affiliate earnings are only generated when:

• a Qualified Transaction occurs
• revenue is successfully received by Action Units
• the transaction is not refunded, reversed, or disputed

6. Adjustments and Reversals

If a transaction is:

• refunded
• reversed
• charged back
• disputed

then:

• associated commissions may be reduced or reversed

If commissions have already been paid:

• amounts may be deducted from future payouts
• a negative balance may be recorded

7. Payout Terms

• minimum payout thresholds may apply
• a valid payout method (e.g., Stripe Connect) is required

Action Units may:

• delay payouts
• withhold payouts
• require identity or account verification
• suspend payouts during investigation or review

Action Units retains sole discretion over payout timing, approval, and processing.

8. Attribution Priority and Interaction with Other Programs

Affiliate attribution may interact with:

• creator affiliate programs
• creator referral programs
• platform promotions

Action Units retains sole authority to determine:

• attribution priority
• revenue allocation
• commission eligibility

9. Prohibited Conduct

Affiliates may not:

• engage in fraud or abusive practices
• self-refer or create fake accounts
• misrepresent the Platform or its services
• use deceptive, misleading, or spam marketing
• violate applicable laws or advertising regulations

Violations may result in:

• suspension or termination
• forfeiture of earnings
• reversal of commissions

10. Marketing and Disclosure Requirements

Affiliate must comply with all applicable advertising, marketing, and disclosure laws and regulations, including Federal Trade Commission (FTC) guidelines where applicable.

Affiliate must clearly disclose any affiliate relationship when promoting the Platform.

11. Independent Contractor Relationship

Affiliate is an independent contractor and is not an employee, partner, joint venturer, or agent of Action Units.

Affiliate has no authority to bind or represent Action Units in any capacity.

12. Internal Policies

Certain aspects of the Affiliate Program are governed by internal policies, systems, and procedures maintained by Action Units ("Internal Policies").

These may include:

• attribution logic
• commission calculations
• payout systems
• eligibility rules
• fraud detection

These Internal Policies:

• may be updated at any time
• are not required to be publicly disclosed

In case of any ambiguity:

13. Program Modifications

Action Units may modify:

• commission structures
• rates
• eligibility requirements
• program features

at any time.

Changes apply prospectively.

Previously earned commissions remain honored, subject to adjustments and reversals.

14. Suspension and Termination

Action Units may suspend or terminate Affiliate participation at any time.

Upon termination:

• future commissions cease
• unpaid earnings may be withheld or forfeited where permitted

15. Death and Unclaimed Funds

If an Affiliate is deceased:

• earnings may be held for up to twelve (12) months
• a valid claim must be submitted by a legal beneficiary

If unclaimed within that period:

• earnings are forfeited
• all future payout rights terminate

If payouts fail or remain unclaimed:

• funds may be deemed unclaimed after twelve (12) months
• forfeited and no longer payable

16. No Guarantee of Earnings

Participation in the Affiliate Program does not guarantee any level of income, conversions, or success.

Affiliate earnings depend on user activity, market conditions, and factors outside the control of Action Units.

17. Third-Party Payment Providers

Affiliate acknowledges that payouts are processed through third-party providers (including Stripe), and Action Units is not responsible for delays, failures, or errors caused by such providers.

18. Limitation of Liability

To the fullest extent permitted by law, Action Units shall not be liable for:

• indirect or consequential damages
• loss of profits
• business interruption

Total liability is limited to amounts paid to the Affiliate in the twelve (12) months preceding the claim.

19. Indemnification

Affiliate agrees to indemnify and hold harmless Action Units from any claims arising from:

• Affiliate conduct
• marketing practices
• violations of law
• breach of this Agreement

20. Dispute Resolution

Disputes must first be submitted to:

billing@actionunits.com

If unresolved:

• disputes shall be resolved through binding arbitration
• arbitration shall take place in Maricopa County, Arizona

Affiliate agrees to:

• waive the right to a jury trial
• waive participation in class actions

21. Governing Law

This Agreement is governed by the laws of the State of Arizona.

22. Acceptance

By checking the acknowledgment box and participating in the Affiliate Program, you:

• confirm that you have read and understood this Agreement
• agree to be legally bound by its terms
• acknowledge that acceptance is required to participate

If you do not agree, you may not participate in the Affiliate Program.