Agreement

In this Agreement, the following terms have the meanings set out below. Defined terms are capitalized throughout.

"Affiliate Dashboard" means the web interface operated by Company through which you access your Referral Link, Referral Code, performance statistics, Marketing Materials, and Commission balance.

"Chargeback" means a reversal of a payment initiated by a Referred Customer, their card issuer, or their payment provider.

"Cleared Commission" means a Commission that has completed the Holding Period under Section 5.1 and has not been voided, reversed, or withheld under this Agreement.

"Commission" means the amount payable to you calculated in accordance with Section 3 and Schedule A.

"Confidential Information" has the meaning given in Section 11.1.

"Effective Date" means the date on which Company approves your application to the Program.

"Holding Period" means the period described in Section 5.1.

"Marketing Materials" means any creative assets, copy, images, video, logos, brand elements, or other promotional content that Company makes available to you through the Affiliate Dashboard or otherwise.

"Net Revenue" means amounts actually received by Company from a Referred Customer in respect of the Products, less: (a) all sales, use, value added, goods and services, withholding, and other taxes, duties, and levies of any kind; (b) payment processing, gateway, and transaction fees; (c) Chargebacks, refunds, credits, and reversals; (d) discounts, coupons, promotional credits, and account credits applied to the transaction; (e) any amounts invoiced but not collected; and (f) any amounts Company is required to refund or remit to a third party by law, court order, or the rules of a payment network.

"Pending Commission" means a Commission that has accrued but has not yet completed the Holding Period.

"Products" means the software applications, websites, and subscription services operated by Company that Company designates from time to time as eligible for the Program. As at the Effective Date, the eligible Products are App Stalker, Battle Trivia, Bully Blocker, Brickly, CheatOn, Feetify, Fragrantica, Repify, and Trendly. Company may add or remove Products at its discretion under Section 3.7.

"Program" means the Rizz Apps Affiliate Program established and operated by Company under this Agreement.

"Referral Code" means the unique coupon or promotional code issued to you by Company for the purpose of attributing referrals.

"Referral Link" means the unique tracking uniform resource locator issued to you by Company for the purpose of attributing referrals.

"Referred Customer" means an end user who purchases a paid subscription to or product from the Products and whose purchase is attributed to you in accordance with Section 4.

"Tracking Records" means the records of clicks, conversions, transactions, and attributions maintained by Company's affiliate tracking systems.

In this Agreement: (i) headings are for convenience only and do not affect interpretation; (ii) "including" and "includes" mean including without limitation; (iii) references to a Section or Schedule are to a Section or Schedule of this Agreement; (iv) the singular includes the plural and vice versa; and (v) the Schedules form part of this Agreement.

2.1 Application

Participation in the Program requires you to submit an application through the form designated by Company and to provide the information requested, which may include your name or legal entity name, country of residence or incorporation, contact email, the channels through which you intend to promote the Products, an estimate of your audience size and composition, and your intended promotional methods.

2.2 Approval at Company's discretion

Company reviews applications at its sole and absolute discretion. Company may approve, reject, defer, or request further information in respect of any application, for any reason or for no reason, and is under no obligation to give reasons for a rejection. Approval is not deemed given unless Company confirms it expressly in writing, including by email or by activating your Affiliate Dashboard.

2.3 Eligibility

You represent and warrant that:

(a) you are at least eighteen (18) years of age, or the age of majority in your jurisdiction if that age is higher;

(b) if you are applying on behalf of a legal entity, you are duly authorized to bind that entity, and references to "you" include that entity;

(c) you are not resident in, or located in, and will not promote the Products from, any country or territory subject to comprehensive sanctions administered by the United States Office of Foreign Assets Control, and you are not a person listed on any United States, United Kingdom, or European Union restricted or denied party list;

(d) your participation in the Program does not breach any law applicable to you, or any agreement to which you are a party; and

(e) all information you provide to Company is accurate, current, and complete.

2.4 Maintaining your information

You must keep your account information current, including your contact email and your payout details. Company is not responsible for Commissions paid to an account nominated by you that is incorrect, closed, or inaccessible, and will not reissue such payments except at its discretion and at your cost.

2.5 One account per person or entity

You may maintain only one affiliate account. Creating or operating multiple accounts, whether directly, through a related person, through a controlled entity, or through any arrangement designed to circumvent this Section, is a material breach of this Agreement and entitles Company to terminate immediately and to forfeit all Pending and Cleared Commissions across all affected accounts.

2.6 Independent contractor

You participate in the Program as an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, agency, fiduciary, or franchise relationship between the parties. You have no authority to make, accept, or vary any offer, representation, warranty, or commitment on Company's behalf, and you must not hold yourself out as having such authority. You are solely responsible for your own business expenses, equipment, insurance, and personnel.

2.7 Non-exclusivity

This Agreement is non-exclusive. Company may enter into similar agreements with any number of other affiliates, including persons who compete with you, and may market the Products directly through any channel. You are free to promote products that compete with the Products, subject to Section 7.

3.1 Rate

Subject to this Agreement, Company will pay you a Commission equal to thirty percent (30%) of Net Revenue received by Company from each Referred Customer.

3.2 Recurring basis

Commission applies to the initial purchase by a Referred Customer and to each subsequent renewal, rebill, or recurring payment made by that Referred Customer, for so long as: (a) the subscription remains active and paid; and (b) this Agreement remains in force between you and Company. Commission ceases on termination in accordance with Section 10.5.

3.3 Upgrades, downgrades, and plan changes

Where a Referred Customer changes plan, Commission is calculated on the Net Revenue actually received under the new plan from the date the change takes effect. Where a Referred Customer receives a prorated credit, that credit is deducted from Net Revenue in the period in which it is applied.

3.4 Free trials and introductory offers

No Commission accrues on a free trial, a free plan, or any period for which no payment is received. Commission accrues on the first payment actually collected following any trial or introductory period, and on subsequent payments in accordance with Section 3.2.

3.5 Excluded transactions

No Commission accrues in respect of:

(a) purchases by you, by any member of your household, by any entity you control, that controls you, or that is under common control with you;

(b) purchases by an existing customer of the Products, or by a person who has previously held a paid subscription to the same Product, where the purchase is a reactivation or resubscription;

(c) purchases attributable to Company's own marketing, where the Referral Link or Referral Code was applied after the customer had already reached a checkout or paywall through a Company-owned channel;

(d) purchases made through the Apple App Store, Google Play, or any other third-party application marketplace, except where Company expressly states in writing that a specified Product and marketplace are eligible;

(e) any transaction that is refunded, charged back, reversed, disputed, or otherwise not collected and retained by Company; and

(f) any transaction that Company reasonably determines to be fraudulent or to arise from a breach of this Agreement.

3.6 Adjustments and reversals

Where a transaction giving rise to a Commission is subsequently refunded, charged back, reversed, or determined to be fraudulent, the associated Commission is automatically void. If the Commission is still Pending, it is removed from your balance. If the Commission has already been paid, Company may set off the amount against any future Commission payable to you, or, where no further Commission is expected, require repayment within thirty (30) days of written demand.

3.7 Changes to rate and eligible Products

Company may change the Commission rate, add Products to the Program, or remove Products from the Program on thirty (30) days' prior written notice to the email address on your account. Any such change applies prospectively only, to Commissions accruing on or after the effective date of the change. Commissions that have already accrued are not affected. If you do not accept a change, your sole remedy is to terminate under Section 10.2.

3.8 Currency

Commissions are calculated, recorded, and paid in United States Dollars. Where Net Revenue is received in another currency, it is converted to United States Dollars at the rate applied by Company's payment processor at the time the payment settles.

3.9 No other compensation

The Commission is the sole and complete compensation payable to you in connection with the Program. Company is not liable for any cost, expense, or fee you incur in promoting the Products, including advertising spend, production costs, agency fees, or platform charges, whether or not those costs result in a Commission.

4.1 Last-click attribution

Where a customer clicks more than one Referral Link before purchasing, the purchase is attributed to the Referral Link most recently clicked prior to the purchase.

4.2 Cookie window

A click on a Referral Link places a tracking cookie on the customer's browser that remains valid for sixty (60) days. A purchase completed within that window and otherwise satisfying this Agreement is attributed to you. A purchase completed after that window is not attributed to you and generates no Commission.

4.3 Referral Code precedence

Where a customer applies a Referral Code at checkout, attribution is granted to the holder of that Referral Code, and the Referral Code takes precedence over any cookie-based attribution then in effect.

4.4 Limitations of tracking

You acknowledge and accept that referral tracking depends on technical factors outside Company's control, including cookie deletion, browser and operating system privacy restrictions, tracking prevention features, ad and script blockers, private browsing modes, use of different devices or browsers between click and purchase, network-level filtering, and changes to third-party platform policies. Company does not warrant that all referrals will be recorded, and is not liable for any referral that its systems do not record.

4.5 Company records are determinative

The Tracking Records are the sole and definitive record of clicks, conversions, attributions, and Commissions for the purposes of this Agreement.

4.6 Queries and disputes

If you believe a referral has been incorrectly recorded or omitted, you may submit a written query to Company within thirty (30) days of the date of the transaction concerned, providing such supporting evidence as you have. Company will review the query in good faith and respond within a reasonable period. Company's determination following that review is final and binding. Queries submitted after the thirty (30) day period will not be considered.

4.7 No interference with tracking

You must not modify, mask, redirect, shorten in a manner that strips tracking parameters, frame, or otherwise interfere with the operation of a Referral Link, except by using a standard link shortener that preserves the destination and tracking parameters in full.

5.1 Holding Period

Each Commission is held in Pending status for thirty (30) days from the date of the underlying transaction. The Holding Period allows for the identification of refunds, Chargebacks, and fraudulent transactions. A Commission becomes a Cleared Commission only on expiry of the Holding Period, provided it has not been voided or withheld.

5.2 Payment schedule

Company pays Cleared Commissions monthly in arrears. Payment for a given calendar month is made within fifteen (15) days of the end of that month, in respect of Commissions that cleared during that month.

5.3 Minimum payout threshold

The minimum payout is fifty United States Dollars ($50 USD). Where your Cleared Commission balance at the end of a month is below the threshold, no payment is made and the balance carries forward and accumulates until the threshold is met.

5.4 Payment methods and fees

Company makes payment by Wise or PayPal, at your election from the methods Company makes available in the Affiliate Dashboard. You bear all fees charged by the payment provider, all intermediary bank charges, and all currency conversion costs. Company's payment obligation is discharged when it initiates payment of the Cleared Commission amount to the account you have nominated.

5.5 Statements

Company makes performance and Commission information available through the Affiliate Dashboard, including Pending Commissions, Cleared Commissions, and payment history. You are responsible for reviewing this information and for raising any query in accordance with Section 4.6.

5.6 Taxes

You are solely responsible for determining, reporting, and paying all taxes, duties, levies, and social security or equivalent contributions arising in connection with any Commission you receive, in every jurisdiction in which you have an obligation. Company does not withhold or remit taxes on your behalf except where required to do so by law. Amounts payable under this Agreement are exclusive of any value added tax, goods and services tax, or equivalent, which, where properly chargeable by you, will be addressed in accordance with applicable law.

5.7 Tax documentation

You must provide Company, on request, with any tax documentation Company reasonably requires, including a properly completed Internal Revenue Service Form W-9 (for United States persons) or the applicable Form W-8 series (for non-United States persons). Company may withhold payment of Cleared Commissions until the required documentation has been provided, and may apply withholding at the rate required by law where documentation is not provided. Company may issue a Form 1099 or equivalent information return where required.

5.8 Set-off

Company may set off against any amount payable to you any amount you owe to Company under this Agreement, including reversed Commissions, repayable amounts under Section 3.6, and amounts owed under Section 12.4.

5.9 Withholding pending investigation

Company may withhold payment of Pending or Cleared Commissions while an investigation under Section 9.1 is in progress. Where the investigation concludes without a finding of breach, withheld Cleared Commissions are paid in the next ordinary payment cycle. No interest is payable on withheld amounts.

5.10 Inactive accounts

Where your account has recorded no click, conversion, or login for twelve (12) consecutive months and your Cleared Commission balance is below the minimum payout threshold, Company may, on thirty (30) days' notice to your registered email address, close the account. Any remaining balance is dealt with in accordance with applicable unclaimed property law. Nothing in this Section operates to forfeit amounts where forfeiture is prohibited by law.

6.1 Permitted channels

Subject to Section 7, you may promote the Products through:

(a) websites, blogs, newsletters, and podcasts that you own or control;

(b) social media accounts and content that you own or control, where the platform's terms permit promotion of the Products;

(c) organic posts and participation in online communities, where the rules of that community permit promotional content and where you comply with those rules;

(d) video and short-form content platforms, subject to those platforms' policies; and

(e) paid advertising, subject to Sections 7.1 and 7.2 and to the policies of the advertising platform.

6.2 Marketing Materials

Company may make Marketing Materials available to you. Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to reproduce and display the Marketing Materials for the sole purpose of promoting the Products during the term of this Agreement. You must use Marketing Materials in the form supplied and must not alter, edit, recolor, crop in a way that changes meaning, or combine them with other content in a manner likely to mislead. This license terminates automatically on termination of this Agreement.

6.3 Brand usage

Your use of Company's names, logos, and brand elements must comply with Schedule B. All goodwill arising from your use of Company's marks accrues to Company. You acquire no right, title, or interest in Company's intellectual property.

6.4 Disclosure of the affiliate relationship

You must clearly and conspicuously disclose your material connection to Company wherever you promote the Products. The disclosure must be placed so that a reasonable consumer will notice it before or at the point they encounter your promotion, and must not be buried in a link, a footer, a hashtag block, or a collapsed description. This obligation applies in every jurisdiction in which your promotion is seen and is intended to satisfy, at minimum, the United States Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, together with any equivalent requirement applicable to you. Failure to disclose is a material breach.

6.5 Age-appropriate placement

Given the nature of the Products, you must direct your promotion only to audiences of adults, must apply any age-gating or audience restriction tools the platform makes available, and must not promote the Products on any channel, in any placement, or alongside any content that is directed at or predominantly consumed by persons under the age of eighteen (18).

6.6 Your own compliance

You are solely responsible for your promotional activity, including compliance with advertising law, consumer protection law, data protection and privacy law, electronic marketing law, and the terms of any platform you use. Company does not review or approve your promotional content and does not assume responsibility for it by making Marketing Materials available.

You must not, and must not permit or procure any other person to, do any of the following, whether directly or indirectly.

7.1 Brand bidding

Bid on, purchase, or otherwise use Company's names, the names of the Products, or any variation, misspelling, translation, or transliteration that is confusingly similar to them, as keywords, search terms, or negative-match circumventions on any paid search, app store search, social advertising, or other paid advertising platform. You must not use such terms in ad headlines, ad copy, display URLs, tracking templates, or in any domain or subdomain you control.

7.2 Non-compliant paid traffic

Run any paid advertising that breaches the terms, policies, or community standards of the advertising platform concerned, that misrepresents the Products, their content, their pricing, or their availability, or that is placed on inventory known to be fraudulent, incentivized, or generated by malware or adware.

7.3 Unsolicited messaging

Send or procure the sending of unsolicited email, unsolicited direct messages, bulk or automated messaging, comment spam, forum spam, or any communication that breaches the CAN-SPAM Act, the General Data Protection Regulation, the Privacy and Electronic Communications Regulations, Turkish electronic communications and personal data protection law, or any equivalent law applicable to the recipient.

7.4 Traffic and conversion fraud

Generate or attempt to generate clicks, signups, or purchases by artificial or deceptive means, including bots, scripts, emulators, click farms, incentivized or paid-to-click traffic, cookie stuffing, forced or automatic clicks, pop-unders that trigger a click without user intent, iframe injection, pixel stuffing, adware, malware, toolbar or browser extension link injection, typosquatting, and any other method that records a referral where no genuine user intent exists.

7.5 Self-dealing and rebating

Purchase, or arrange for any person to purchase, through your own Referral Link or Referral Code for the purpose of generating Commission; offer or provide any cash rebate, kickback, gift, credit, or other inducement in exchange for use of your Referral Link or Referral Code; or operate any scheme under which the economic benefit of the Commission is passed to the purchaser, in each case unless Company has authorized the arrangement in writing in advance.

7.6 Impersonation

Represent yourself as Company, as an employee, agent, or official representative of Company, or as authorized to speak for Company; or create, operate, or acquire any account, page, profile, handle, domain, subdomain, application listing, or communication channel that impersonates Company or that a reasonable person would be likely to mistake for an official Company channel. This includes responding to customer support enquiries as though you were Company.

7.7 False or unauthorized claims

Make, or allow to be made, any statement about the Products, including as to their features, functionality, pricing, availability, results, outcomes, guarantees, endorsements, user numbers, or the nature, source, or origin of content, that is not expressly stated in Company's own current published materials. You must not offer any guarantee, warranty, refund, discount, or term on Company's behalf.

7.8 Misrepresentation of content and persons

Represent, imply, suggest, or permit the inference that any content generated by, available through, or depicted in connection with the Products depicts, is based on, or was created with the participation of any real, identifiable person, or that any real person has consented to, appeared in, endorsed, or is associated with such content. You must not use the name, image, likeness, voice, or other identifying attribute of any real person in your promotion of the Products without that person's documented consent, and you must not use the likeness of any public figure in a manner that suggests endorsement.

7.9 Minors

Promote the Products to any person under the age of eighteen (18); promote the Products on any platform, in any placement, community, or context that is directed at, marketed to, or predominantly used by persons under the age of eighteen (18); or use, reference, depict, or allude to any person under the age of eighteen (18), or any depiction that could reasonably be perceived as such, in any promotional content, imagery, copy, keyword, tag, or targeting parameter. This Section is subject to zero tolerance. Any breach results in immediate termination without notice, forfeiture of all Pending and Cleared Commissions, and referral to the relevant authorities where Company considers it appropriate.

7.10 Unlawful and non-consensual content

Produce, use, distribute, or associate with the Products any content that is unlawful in any jurisdiction in which your promotion is directed; that depicts any person without that person's informed consent; that is obtained through deception, coercion, or unauthorized access; or that infringes the privacy, publicity, moral, or intellectual property rights of any person.

7.11 Prohibited placements

Promote the Products on, or place Referral Links or Referral Codes on, any website, application, channel, or service that contains, facilitates, or is substantially associated with unlawful content, non-consensual intimate imagery, hate speech, harassment campaigns, violent extremism, malware or unwanted software distribution, unlicensed pharmaceuticals, or content depicting minors in any sexualized context.

7.12 Coupon, deal, and intent interception

Distribute, submit, or permit the listing of Referral Codes on coupon aggregator sites, deal or voucher directories, cashback services, browser extensions, or any other channel whose function is to intercept customers who have already formed an intention to purchase, rather than to generate new demand, unless Company has authorized it in writing in advance.

7.13 Domains and applications

Register, acquire, or operate any domain name, social handle, or mobile application that incorporates Company's names or the names of the Products, or any confusingly similar variation, or that is likely to cause confusion as to source or affiliation.

7.14 Circumvention

Take any step designed to circumvent this Agreement, including the attribution rules in Section 4, the Excluded Transactions in Section 3.5, the account limit in Section 2.5, or any suspension or termination imposed by Company.

7.15 Reverse engineering and systems interference

Attempt to access, probe, scan, or test the vulnerability of Company's systems or the Affiliate Dashboard; attempt to access data not intended for you; or interfere with the proper working of the Products, the Affiliate Dashboard, or Company's tracking systems.

You represent and warrant, on the Effective Date and on each day this Agreement remains in force, that:

(a) you have full power and authority to enter into and perform this Agreement;

(b) your promotional activity complies, and will continue to comply, with all laws applicable to you and to the audiences you address, and with the terms of every platform you use;

(c) you own or have a valid license to all content, media, data, and audience lists you use in promoting the Products, and their use does not infringe the rights of any third party;

(d) you have obtained all consents required for any personal data you process in connection with your promotion, and you process such data in accordance with applicable data protection law;

(e) the traffic you direct to the Products is genuine, human, and generated by the methods you disclosed in your application; and

(f) you have not been removed from, or terminated by, any other affiliate program for fraud, and are not subject to any regulatory finding or order relating to deceptive advertising.

9.1 Investigation

Company may at any time investigate any transaction, traffic source, promotional placement, or pattern of activity that it considers, acting reasonably, may involve fraud, artificial traffic, or a breach of this Agreement. Company may suspend your Affiliate Dashboard access, deactivate your Referral Link and Referral Code, and withhold Pending and Cleared Commissions for the duration of the investigation.

9.2 Cooperation

You must provide Company, promptly on request, with reasonable information concerning your traffic sources, promotional methods, placements, audience composition, ad accounts, and any arrangement with third parties who promote on your behalf. Failure to cooperate within ten (10) business days of a written request is a material breach.

9.3 Voiding Commissions

Company may void, withhold, or reverse any Commission where it reasonably determines that the Commission arises from: a breach of this Agreement; fraudulent, artificial, or non-genuine traffic; a transaction excluded under Section 3.5; or a transaction that is refunded, charged back, or otherwise not collected and retained.

9.4 Forfeiture on breach

Where Company terminates this Agreement under Section 10.4 for material breach, all Pending and Cleared Commissions then standing to your account are forfeited, and Company is under no obligation to make any further payment to you.

9.5 Remedial steps

Company may, in place of or in addition to termination, require you to remove specified content, cease a specified promotional method, or take other remedial steps within a stated period. Failure to comply within that period is a material breach.

9.6 Cumulative rights

Company's rights under this Section are in addition to, and not in substitution for, any other right or remedy available to it at law or in equity.

10.1 Term

This Agreement takes effect on the Effective Date and continues until terminated in accordance with this Section.

10.2 Termination by you

You may terminate this Agreement at any time by written notice to Company at the address in Section 13.9. Termination takes effect on receipt. Cleared Commissions accrued before the termination date are paid in the ordinary course under Section 5, subject to the minimum payout threshold and to Company's rights under Sections 5.8 and 9.

10.3 Termination by Company without cause

Company may terminate this Agreement at any time, with or without cause, on fourteen (14) days' written notice. Where Company terminates without cause, Pending Commissions continue to clear in the ordinary course and Cleared Commissions accrued to the termination date are paid under Section 5.

10.4 Termination by Company for cause

Company may terminate this Agreement immediately and without notice where you commit a material breach, including any breach of Section 7, any breach of a warranty in Section 8, any failure to cooperate under Section 9.2, or where Company reasonably determines that your continued participation presents a legal, regulatory, reputational, or payment-processing risk to Company. Section 9.4 applies on termination under this Section.

10.5 Effect of termination

On termination, for any reason:

(a) you must immediately cease all use of Referral Links, Referral Codes, Marketing Materials, and Company's names, logos, and brand elements, and must remove them from every channel, page, profile, and placement you control, within seven (7) days;

(b) the license in Section 6.2 terminates;

(c) all Commissions cease to accrue from the termination date, including in respect of Referred Customers whose subscriptions remain active after that date, and you have no continuing entitlement in respect of those customers; and

(d) Company may deactivate your Affiliate Dashboard.

10.6 Discontinuation of the Program

Company may discontinue the Program in whole at any time on thirty (30) days' written notice. On discontinuation, Pending Commissions continue to clear in the ordinary course and Cleared Commissions are paid under Section 5, notwithstanding the minimum payout threshold in Section 5.3.

10.7 Survival

Sections 1, 3.6, 5.6, 5.7, 5.8, 8, 9.3, 9.4, 10.5, 11, 12, and 13 survive termination, together with any other provision that by its nature is intended to survive.

11.1 Definition

"Confidential Information" means any non-public information disclosed by Company to you in connection with the Program, including conversion rates, customer numbers, revenue and Commission data other than your own, pricing not publicly published, product roadmap and unreleased features, creative testing results, program terms offered to other affiliates, and any information marked or reasonably identifiable as confidential.

11.2 Obligations

You must keep Confidential Information confidential, must not disclose it to any third party without Company's prior written consent, and must not use it for any purpose other than your participation in the Program. You must protect it with at least the degree of care you apply to your own confidential information, and in no event less than reasonable care.

11.3 Exceptions

The obligations in Section 11.2 do not apply to information that: (a) is or becomes public other than through your breach; (b) you lawfully held before disclosure by Company, without obligation of confidence; (c) you lawfully receive from a third party free of any obligation of confidence; or (d) you are required to disclose by law, court order, or a competent regulator, provided that you give Company prompt written notice where lawful to do so and limit disclosure to what is required.

11.4 Duration

The obligations in this Section continue for three (3) years after termination of this Agreement, save in respect of any information constituting a trade secret, where they continue for so long as the information remains a trade secret.

12.1 No earnings guarantee

Company makes no representation, warranty, or guarantee as to the amount of Commission you may earn. Any figure, projection, calculator output, example, case study, or illustration presented in Company's marketing or in the Affiliate Dashboard is illustrative only, is not a forecast, and does not form part of this Agreement. Your results depend on factors outside Company's control.

12.2 Products provided as is

The Products are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Company disclaims all warranties, whether express, implied, or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted availability. Company may modify, suspend, restrict, reprice, or discontinue any Product or feature at any time without liability to you.

12.3 Limitation of liability

To the maximum extent permitted by law:

(a) Company's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, is limited to the total Commissions actually paid by Company to you in the six (6) month period immediately preceding the event giving rise to the claim; and

(b) Company is not liable for any indirect, incidental, special, consequential, punitive, or exemplary loss, or for any loss of profit, revenue, business, opportunity, anticipated saving, goodwill, or data, whether or not such loss was foreseeable and whether or not Company was advised of its possibility.

Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited.

12.4 Indemnity

You will indemnify, defend, and hold harmless Company, its members, officers, employees, contractors, and agents from and against any claim, demand, action, proceeding, loss, liability, damage, fine, penalty, cost, or expense, including reasonable legal fees and the cost of responding to a regulator or platform, arising out of or in connection with: (a) your promotional activity; (b) your breach of this Agreement or of any warranty in Section 8; (c) your violation of any law or platform term; (d) your infringement or misappropriation of any third-party right; or (e) any content you create, publish, or distribute in connection with the Products.

12.5 Conduct of claims

Company will notify you of any claim to which the indemnity in Section 12.4 applies. Company may, at its election, control the defense and settlement of such claim, and you will provide reasonable cooperation. You must not settle any claim in a manner that imposes any obligation or admission on Company without Company's prior written consent.

13.1 Amendment

Company may amend this Agreement at any time by publishing an amended version and giving notice to the email address on your account. An amendment takes effect thirty (30) days after that notice. Your continued participation in the Program after the effective date constitutes acceptance of the amended Agreement. If you do not accept an amendment, your sole remedy is to terminate under Section 10.2 before it takes effect.

13.2 Assignment

You may not assign, novate, subcontract, charge, or otherwise transfer this Agreement or your affiliate account, in whole or in part, without Company's prior written consent. Company may assign or novate this Agreement freely, including to an affiliate of Company or in connection with a merger, reorganization, or sale of all or substantially all of its assets or the business to which this Agreement relates.

13.3 Governing law

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, including non-contractual disputes and claims, is governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.4 Dispute resolution

Any dispute arising out of or relating to this Agreement that the parties cannot resolve through good-faith discussions within thirty (30) days will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration is Wilmington, Delaware. The arbitration will be conducted in the English language before a single arbitrator, and may be conducted by videoconference or on documents alone where the amount in dispute is below one hundred thousand United States Dollars ($100,000 USD). Judgment on the award may be entered in any court of competent jurisdiction.

13.5 Individual basis only

All disputes are resolved on an individual basis. You waive any right to bring or participate in a class, collective, consolidated, or representative action, and the arbitrator has no authority to consolidate claims or preside over any form of representative proceeding. If this Section is held unenforceable in respect of a particular claim, that claim is severed and heard in the courts identified in Section 13.6, and the remainder of Section 13.4 continues to apply to all other claims.

13.6 Injunctive relief and courts

Notwithstanding Section 13.4, either party may apply to any court of competent jurisdiction for interim or injunctive relief to protect its intellectual property, confidential information, or to restrain a breach of Section 7. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction over any claim severed under Section 13.5 or any application under this Section, and the parties submit to that jurisdiction.

13.7 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent. If modification is not possible, the provision is severed, and the remaining provisions continue in full force.

13.8 No waiver

No failure or delay by Company in exercising any right or remedy constitutes a waiver of that right or remedy. No single or partial exercise prevents further exercise. A waiver is effective only if given in writing.

13.9 Notices

Notices to you are sent to the email address recorded on your affiliate account and are deemed received on the day of sending, provided no delivery failure is received. It is your responsibility to keep that address current and monitored.

Notices to Company must be sent to hi@rizzapps.co, and are deemed received on Company's written acknowledgment. A copy may be sent by post to Rizz Apps LLC, 8 The Green, Suite B, Dover, Delaware 19901, United States, but postal notice alone is not effective unless acknowledged in writing.

13.10 Force majeure

Neither party is liable for any failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, war, terrorism, civil disturbance, epidemic, government action, sanction, failure of telecommunications or internet infrastructure, or the act or omission of a payment processor, app store, or advertising platform. This Section does not excuse any obligation to pay Cleared Commissions once the event has ended.

13.11 Third-party rights

No person other than the parties has any right to enforce any term of this Agreement.

13.12 Entire agreement

This Agreement, including its Schedules, constitutes the entire agreement between the parties in relation to the Program, and supersedes all prior agreements, understandings, representations, and communications, whether written or oral. Each party acknowledges that it has not relied on any statement not expressly set out in this Agreement. Nothing in this Section limits liability for fraudulent misrepresentation.

13.13 Counterparts and electronic acceptance

This Agreement may be accepted electronically. Your electronic acceptance, including by clicking to accept or by using a Referral Link or Referral Code issued to you, has the same legal effect as a handwritten signature.

13.14 Language

This Agreement is made in the English language. Any translation is provided for convenience only, and the English version prevails in the event of any inconsistency.

Company may update this Schedule in accordance with Section 3.7.

B.1 Permitted use of Company marks

You may use Company's names, logos, and Product names solely to identify the Products you are promoting, and solely in the form supplied in the Affiliate Dashboard. You may state that you are an affiliate of, or a partner in the affiliate program of, the Product concerned.

B.2 Prohibited use of Company marks

You must not:

(a) use Company marks in a way that suggests you are Company, are employed by Company, or speak for Company;

(b) use Company marks in your domain name, subdomain, social handle, application name, or business name;

(c) alter, distort, recolor, animate, add effects to, or combine Company marks with other marks or elements;

(d) use Company marks more prominently than your own branding on any page or asset you control;

(e) use Company marks in any context that is unlawful, misleading, or that would bring Company into disrepute; or

(f) register or apply to register any mark that incorporates or is confusingly similar to a Company mark.

B.3 Claims you may make

You may describe the Products using the language published in Company's own current marketing materials. Where you describe features, pricing, or availability, you must ensure the description is current at the time of publication and must correct or remove it promptly if it becomes inaccurate.

B.4 Claims you may not make

You may not state or imply:

(a) that content available through the Products depicts, is derived from, or involves any real, identifiable person;

(b) that any real person has appeared in, consented to, endorsed, or is associated with the Products or their content;

(c) any guarantee of a specific result, outcome, or experience;

(d) any pricing, discount, refund, or trial term not currently published by Company;

(e) any endorsement by Company of you, your other products, or your other content; or

(f) that Company is affiliated with any third party where it is not.

B.5 Content standards for your promotional material

All promotional content you create must:

(a) be directed exclusively to adults, and use platform age-gating and audience restriction tools where available;

(b) contain no depiction of, reference to, or allusion to any person under the age of eighteen (18), and no depiction that could reasonably be perceived as such;

(c) use only content you own or are licensed to use;

(d) obtain documented consent from any real person whose name, image, likeness, or voice appears;

(e) comply with the content policies of every platform on which it is published; and

(f) carry a clear and conspicuous affiliate disclosure in accordance with Section 6.4.

B.6 Takedown

Company may require you to remove or amend any promotional content at its discretion, on written notice. You must comply within forty-eight (48) hours of that notice. Failure to comply is a material breach.

By submitting an application to the Rizz Apps Affiliate Program, by clicking to accept, or by using any Referral Link or Referral Code issued to you, you confirm that you have read, understood, and agree to be bound by this Agreement, including Schedules A and B.

Rizz Apps LLC

A Delaware limited liability company

8 The Green, Suite B, Dover, Delaware 19901, United States

hi@rizzapps.co