AFFILIATE PROGRAM AGREEMENT

This Affiliate Program Agreement (“Agreement”) governs participation in the Network Like The Rich Affiliate Program (“Affiliate Program”).

The Affiliate Program is operated by Pinnacle Agency for the Arts LLC, doing business as Network Like The Rich (“Network Like The Rich,” “NLTR,” “Company,” “we,” “us,” or “our”).

By applying for, enrolling in, or participating in the Affiliate Program, you (“Affiliate,” “you,” or “your”) agree to comply with this Agreement.

1. PURPOSE OF THE AFFILIATE PROGRAM

The Network Like The Rich Affiliate Program allows approved individuals and businesses to promote eligible Network Like The Rich products, programs, courses, memberships, events, and services using authorized Affiliate links and promotional materials.

Affiliates may earn commissions on Qualifying Sales attributed to them in accordance with this Agreement.

Participation in the Affiliate Program does not create an employment, partnership, joint venture, franchise, agency, or similar relationship between Affiliate and Company.

2. ELIGIBILITY AND ACCEPTANCE

Participation in the Affiliate Program is subject to approval by Company.

Affiliate must:

be at least eighteen (18) years old and legally capable of entering into this Agreement;
provide accurate and current contact and payment information;
maintain a valid PayPal account and PayPal-associated email address capable of receiving Affiliate payments;
comply with this Agreement and applicable law; and
complete any tax or compliance documentation reasonably requested by Company.

Company may approve or reject an Affiliate application in its discretion.

Company reserves the right to suspend or terminate participation as provided in this Agreement.

3. ELECTRONIC ACCEPTANCE AND CLICKWRAP

Affiliate must affirmatively accept this Agreement before participating in the Affiliate Program.

Company may use a checkbox or similar electronic clickwrap mechanism stating:

“I have read and agree to the Network Like The Rich Affiliate Program Agreement and acknowledge the Network Like The Rich Privacy Policy.”

The acceptance checkbox will:

be unchecked by default;
require affirmative action by Affiliate;
appear adjacent to or prominently reference a readily accessible copy of this Agreement; and
prevent completion of enrollment unless Affiliate affirmatively accepts.

Company may electronically retain evidence of Affiliate's acceptance, including:

Affiliate identity or account information;
date and time of acceptance;
Agreement version;
applicable IP or technical acceptance records where lawfully collected; and
other electronic records reasonably necessary to demonstrate assent.

Affiliate should retain a copy of this Agreement for Affiliate's records.

4. AFFILIATE LINKS AND 90-DAY REFERRAL CONVERSION WINDOW

Approved Affiliates will receive unique Affiliate links or other tracking mechanisms for eligible Network Like The Rich offers.

The Affiliate Program uses a 90-day referral conversion window.

When a prospective customer clicks an Affiliate's properly functioning Affiliate link, the referral may remain attributable to that Affiliate for up to ninety (90) days, subject to the attribution rules contained in this Agreement.

Affiliate is responsible for using the correct Affiliate link when promoting an offer.

5. LAST-CLICK ATTRIBUTION AND CASE-BY-CASE REVIEW

Network Like The Rich generally uses a last-click attribution model.

If a prospective customer clicks Affiliate links belonging to more than one Affiliate, the commission will ordinarily be assigned to the Affiliate whose eligible Affiliate link was most recently clicked before the Qualifying Sale, as recorded by Company's Affiliate tracking system.

For example, if a customer:

clicks Affiliate A's link;
later clicks Affiliate B's link; and
subsequently completes a Qualifying Sale within the applicable tracking window,

the system will ordinarily attribute the commission to Affiliate B.

Company's Affiliate tracking system serves as the default method for determining attribution.

However, Company reserves the right to review attribution disputes, unusual circumstances, tracking discrepancies, or competing referral claims on a case-by-case basis.

Following such review, Company may determine whether an adjustment or reassignment is appropriate based upon available records and circumstances.

Nothing in this provision guarantees Company will override the Affiliate platform's attribution in any particular case.

Company's determination following a case-by-case review will be final, absent manifest error or as otherwise required by applicable law.

6. TRACKING LIMITATIONS AND MANUAL CORRECTIONS

Company uses commercially reasonable efforts to accurately track Affiliate referrals but does not guarantee uninterrupted, complete, or error-free tracking.

Affiliate acknowledges that attribution may be affected by circumstances including:

deletion or blocking of cookies;
privacy settings or tracking-prevention technology;
use of different browsers or devices;
use of a different email address when purchasing;
expiration of the applicable referral window;
customer actions that replace an earlier Affiliate attribution;
technical failures outside Company's reasonable control;
manual customer onboarding;
transactions completed through internal sales processes; or
other circumstances preventing Company's Affiliate platform from connecting the transaction to Affiliate.

Company may, but is not obligated to, manually investigate or correct tracking discrepancies.

Company is not obligated to reconstruct, manually attribute, or retroactively credit transactions to an Affiliate who is no longer active or in Good Standing, except as required by applicable law or expressly provided under Company's post-termination commission provisions.

7. COMMISSION RATES

Unless Company expressly provides different written terms for a particular campaign or offer, Affiliate commissions are:

Programs and Courses

20% commission

Private Work

10% commission

Company may designate additional products, services, promotions, or offers as commissionable or non-commissionable.

Campaign-specific commission rates communicated in writing by Company will govern that campaign or offer.

8. NET REVENUE AND COMMISSION CALCULATION

Affiliate commissions are calculated on Net Revenue actually received and retained by Company from a Qualifying Sale.

“Net Revenue” means amounts actually collected and retained by Company after excluding, as applicable:

refunds;
partial refunds;
chargebacks;
payment reversals;
failed payments;
fraudulent transactions;
uncollectible or bad debt;
taxes collected from customers;
credits;
discounts not funded by Company as commissionable revenue;
payment processing fees; and
other amounts Company does not ultimately retain from the transaction.

Affiliate commissions do not accrue on amounts Company does not actually receive and retain.

9. RECURRING SUBSCRIPTION COMMISSIONS

When Affiliate refers a customer who purchases an eligible recurring subscription or membership, Affiliate may receive the applicable commission on subsequent recurring payments made by that customer.

Recurring commissions continue for as long as:

the customer's eligible subscription remains active and paid;
the applicable product remains eligible for recurring Affiliate commissions;
Affiliate remains eligible to receive commissions under this Agreement;
Affiliate maintains any account or payment information reasonably required to process commissions; and
the applicable transaction otherwise constitutes a Qualifying Sale.

Cancellation, failed payment, chargeback, refund, termination of the subscription, or other cessation of customer payments ends commissions associated with those payments.

Recurring commissions do not create any ownership interest in the customer, customer account, subscription, or Company.

10. QUALIFYING SALES

A “Qualifying Sale” is a completed transaction that:

is properly attributed to Affiliate through Company's tracking system or subsequently attributed by Company following a case-by-case review;
involves an Affiliate-eligible offer;
results in actual payment to Company;
is not Affiliate's own purchase through Affiliate's own link;
is not fraudulent, manipulated, or otherwise invalid;
is not refunded, canceled, disputed, reversed, or charged back; and
otherwise complies with this Agreement.

Only Qualifying Sales generate commissions.

11. SELF-REFERRALS ARE PROHIBITED

Affiliate may not earn commissions on Affiliate's own purchases.

Affiliate may not purchase a Network Like The Rich product or service through Affiliate's own Affiliate link for the purpose of receiving a commission, rebate, discount, or other financial benefit.

Any self-referral commission generated by the system will be canceled.

Affiliate may not circumvent this policy by using another account, email address, business entity, household member, payment method, or other arrangement primarily designed to obtain a commission on Affiliate's own purchase.

12. COMMISSION ELIGIBILITY AND 30-DAY HOLD

Affiliate commissions become eligible for payment thirty (30) days after the underlying transaction.

This period allows Company time to identify payment failures, disputes, chargebacks, fraud, administrative errors, or other circumstances affecting commission eligibility.

A commission appearing in Affiliate's dashboard before expiration of the 30-day period is pending and not yet payable.

A commission does not become earned and payable until all requirements of this Agreement have been satisfied.

13. MONTHLY AFFILIATE PAYOUTS

Network Like The Rich processes Affiliate payouts once per month, on the Monday closest to the 15th of each month.

Only commissions that have completed the required 30-day eligibility period before the applicable payout processing date will be included in that payout cycle.

Commissions that have not yet completed the eligibility period will roll forward to the next applicable payout cycle.

Example

A Qualifying Sale completed on July 10 ordinarily completes its 30-day eligibility period around August 9.

If eligible before the applicable monthly payout is processed, it will be included in that payout cycle.

Company may reasonably adjust a payout processing date because of holidays, PayPal interruptions, technical problems, or similar circumstances.

14. PAYPAL REQUIRED

Affiliate payments are made through PayPal.

Affiliate must maintain a valid PayPal account and provide Company with the correct PayPal-associated email address.

Company is not responsible for delayed, rejected, misdirected, or inaccessible payments caused by inaccurate Affiliate information, limitations on Affiliate's PayPal account, PayPal restrictions, currency restrictions, or other circumstances outside Company's reasonable control.

Affiliate is responsible for keeping Affiliate's PayPal information current.

15. TAXES AND TAX REPORTING

Affiliate is an independent contractor and is solely responsible for determining, reporting, and paying all taxes applicable to Affiliate's commissions.

Affiliate agrees to provide Company or its payment processor with any tax documentation reasonably required to process payments or comply with applicable law.

Company and/or its payment processor will provide applicable tax-reporting documents when required by law.

16. COMMISSION OFFSET, RECOVERY, AND CLAWBACKS

(a) Right to Offset and Recover

Company reserves the right to recover, claw back, or offset previously paid or credited Affiliate commissions resulting from customer refunds, payment reversals, failed payments, or credit card chargebacks (“Reversals”).

(b) Reconciliation and 30-Day Grace Period

If a Reversal creates a negative balance in Affiliate's account, Company may automatically offset the deficit against pending or future commissions.

Affiliate will have thirty (30) calendar days from the date the negative balance is incurred to generate sufficient eligible commissions to restore the account balance to zero or greater.

If the negative balance remains after thirty (30) days, Company may suspend Affiliate's account and/or issue Affiliate a direct invoice for the remaining balance.

Unless otherwise stated on the invoice, the outstanding amount will be due upon receipt.

(c) Fraud, Self-Dealing, and Material Compliance Violations

Notwithstanding ordinary payout or reconciliation periods, Company may recover commissions attributable to fraud, self-dealing, or material violations of this Agreement whenever such conduct is discovered, subject to applicable law.

This includes commissions arising from:

stolen or unauthorized payment credentials;
fabricated customers or accounts;
automated bots or artificial traffic;
manipulation of Affiliate links or attribution;
purchases made through Affiliate's own Affiliate link;
arrangements designed to circumvent Company's self-referral rules;
prohibited paid advertising;
unlawful spam;
material violations of advertising or endorsement laws;
material trademark violations; or
other intentional manipulation of the Affiliate Program.

Company may withhold pending balances, offset or recover affected historical commissions, suspend Affiliate, and/or immediately terminate Affiliate's participation, subject to applicable law.

(d) Excessive Disruption Thresholds

Company may initiate a compliance review and temporarily freeze pending payouts when Affiliate's referred transactions meet or exceed either of the following in a calendar month:

a chargeback-to-transaction ratio of 1.0% or greater; or
a refund/reversal rate of 10.0% or greater of total referred transaction volume.

Company may hold pending balances for up to forty-five (45) days while reviewing the validity and quality of affected transactions.

Crossing either threshold does not automatically establish wrongdoing.

Following review, Company may reinstate payouts, impose reasonable safeguards, maintain reserves, suspend Affiliate, or terminate Affiliate's participation based upon the circumstances.

17. AFFILIATE DISCLOSURE

Affiliate must clearly and conspicuously disclose Affiliate's financial relationship with Network Like The Rich whenever required by applicable law.

Affiliate must make the disclosure sufficiently close to Affiliate's recommendation or Affiliate link that a reasonable consumer will understand Affiliate may receive compensation from purchases.

Affiliate may use straightforward language such as:

“I earn a commission if you purchase through my link.”

Affiliate may not rely solely upon unclear terminology if it does not adequately communicate the financial relationship.

Affiliate is responsible for complying with applicable Federal Trade Commission endorsement and testimonial requirements and other applicable advertising laws.

18. PROMOTING SUBSCRIPTIONS AND RECURRING-PAYMENT OFFERS

When promoting a Network Like The Rich membership, subscription, payment plan, or other offer involving recurring charges, Affiliate must accurately communicate material terms of the offer.

Affiliate may not advertise a recurring-payment offer in a manner that conceals or misrepresents its recurring nature.

When applicable, promotional communications must clearly communicate material terms provided by Company, including:

the current purchase price;
applicable billing frequency, such as monthly or annually;
that charges recur when applicable;
applicable cancellation terms or instructions; and
Affiliate's financial connection to Company.

Affiliate must use current pricing and subscription information supplied or published by Company.

Affiliate may not invent, modify, omit, or misrepresent material subscription terms.

If Company provides required disclosure language for a particular campaign or recurring offer, Affiliate must use that language substantially as provided unless Company authorizes an alternative.

19. PROMOTIONAL MATERIALS

Company may provide Affiliate with approved:

graphics;
photographs;
videos;
social media posts;
email copy;
promotional language;
campaign materials;
product descriptions;
training materials; and
other marketing assets.

Affiliate may personalize approved swipe copy to reflect Affiliate's genuine voice or experience, provided Affiliate does not introduce false, misleading, unsubstantiated, or unauthorized claims.

Company's provision of promotional materials does not relieve Affiliate of Affiliate's responsibility to comply with applicable law.

20. BRAND AND INTELLECTUAL PROPERTY

Company grants Affiliate a limited, revocable, non-exclusive, non-transferable license during Affiliate's authorized participation to use approved Network Like The Rich names, logos, trademarks, graphics, photographs, videos, and promotional materials solely to promote eligible Company offers.

Affiliate may not:

materially alter Company trademarks or logos without permission;
register domains or social media accounts containing “Network Like The Rich,” “Monique Alvarez,” Company product names, or confusingly similar terms;
represent Affiliate's website or account as an official Company property;
sublicense Company intellectual property;
remove copyright or trademark notices;
use Company intellectual property for unauthorized products or services; or
continue using Company promotional assets after authorization has ended.

Company may require Affiliate to remove or correct promotional materials Company reasonably believes violate this Agreement or misuse Company intellectual property.

21. NO PAID ADVERTISING

Affiliates may not run paid advertising to promote Network Like The Rich.

This prohibition includes:

Facebook or Meta advertising;
Instagram advertising;
Google Ads;
YouTube advertising;
TikTok advertising;
LinkedIn advertising;
search-engine marketing;
display advertising;
sponsored placements;
paid traffic campaigns;
boosted social media posts; and
other advertising for which Affiliate pays to distribute or amplify Company-related promotional content.

Affiliate may not bid on:

Network Like The Rich;
Monique Alvarez;
Company trademarks;
Company product or program names;
misspellings or variations of protected terms; or
confusingly similar terms.

Affiliate may promote eligible offers organically through Affiliate's own audience, content, email list, social media, relationships, community, and other lawful unpaid promotional methods.

Any exception requires Company's prior written authorization.

22. TRUTHFUL MARKETING AND PROHIBITED CLAIMS

Affiliate must market Company and its offers truthfully.

Affiliate may not:

make false, misleading, deceptive, or unsubstantiated statements;
guarantee revenue, clients, sales, referrals, introductions, business growth, or financial outcomes;
make unauthorized income claims;
fabricate testimonials or results;
fabricate scarcity or deadlines;
misrepresent pricing, bonuses, availability, refund policies, subscription terms, or program contents;
present exceptional results as guaranteed or typical when doing so would be misleading;
make unauthorized health, legal, financial, or other regulated claims; or
otherwise materially misrepresent Company or its offers.

Affiliate may share Affiliate's genuine personal experience provided the description is truthful and does not create a misleading impression concerning results others should expect.

23. EMAIL, SMS, DIRECT MESSAGES, AND SOCIAL MEDIA

Affiliate is solely responsible for complying with laws and platform requirements applicable to Affiliate's marketing activities, including requirements concerning:

commercial email;
telephone and text-message marketing;
direct messages;
endorsements and testimonials;
privacy and data protection;
consumer protection; and
social media marketing and disclosures.

Affiliate may not send unlawful unsolicited commercial communications.

Affiliate may not represent that Affiliate's communication was sent by Network Like The Rich.

Company's provision of swipe copy, graphics, templates, or other promotional resources does not make Company the sender of Affiliate's independent marketing communications.

24. AFFILIATE, AMPLIFIER, AND PROMOTER TRAINING

Company may provide Affiliate with training, orientation, promotional calendars, campaign strategy, graphics, swipe copy, live calls, promotional opportunities, or other resources.

Company may refer to participants or initiatives using terms including Affiliate, Amplifier, Promoter, or similar terminology.

These terms describe participation in Company's promotional ecosystem only.

They do not create an employment, agency, partnership, franchise, joint venture, or legal representative relationship.

Affiliate independently controls whether and how Affiliate conducts permitted promotional activities, subject to this Agreement.

Company does not guarantee that participation in training will result in sales, commissions, customers, or business results.

25. INDEPENDENT CONTRACTOR

Affiliate is an independent contractor and not an employee, agent, representative, spokesperson, partner, or joint venturer of Company.

Affiliate has no authority to:

enter into agreements on Company's behalf;
modify Company pricing;
promise refunds;
alter Company policies;
make warranties on Company's behalf;
incur obligations for Company; or
otherwise legally bind Company.

Affiliate may truthfully state that Affiliate is an affiliate of Network Like The Rich.

Affiliate may not imply Affiliate is an employee or official representative of Network Like The Rich unless separately authorized in writing.

Affiliate is responsible for Affiliate's own expenses, equipment, taxes, insurance, business operations, and legal compliance.

26. CUSTOMER RELATIONSHIP

Customers purchasing Network Like The Rich products or services are customers of Company with respect to those purchases.

Company controls its own:

pricing;
product delivery;
fulfillment;
subscriptions;
billing;
customer service;
refund decisions; and
customer policies.

Affiliate does not acquire ownership rights in customers referred to Company.

27. CONFIDENTIAL INFORMATION AND TRADE SECRETS

Affiliate may receive confidential or nonpublic Company information through Affiliate training, communications, campaign planning, Affiliate dashboards, or other Company resources.

Affiliate may not use or disclose confidential information except as reasonably necessary for authorized Affiliate participation.

Affiliate must protect Company's trade secrets and proprietary information.

Confidential information does not include information that becomes publicly available without Affiliate's breach of this Agreement or information Affiliate lawfully obtains independently without confidentiality restrictions.

Affiliate's obligations regarding trade secrets and confidential information survive termination to the extent permitted by applicable law.

28. NO GUARANTEE OF AFFILIATE EARNINGS

Company does not guarantee Affiliate will earn commissions or achieve any particular financial result.

Affiliate earnings depend upon numerous factors, including Affiliate's promotional activity, audience, market conditions, customer purchasing decisions, and continued eligibility.

Examples involving other Affiliates do not constitute promises of Affiliate's future earnings.

29. TERMINATION

Affiliate may discontinue active participation in the Affiliate Program at any time.

Company reserves the right, to the fullest extent permitted by applicable law, to suspend or terminate its Affiliate relationship with Affiliate at any time and for any lawful reason.

Company may immediately terminate or suspend Affiliate for conduct including:

fraud;
program manipulation;
prohibited paid advertising;
deceptive or unlawful marketing;
misuse of Company intellectual property;
unauthorized claims;
material breach of this Agreement; or
activity Company reasonably determines creates material legal, financial, operational, or reputational risk.

30. CONDITIONAL POST-TERMINATION RECURRING COMMISSIONS

If this Agreement expires or is terminated by either Party without cause, Affiliate may retain a conditional right to receive recurring commissions on eligible customers originally referred by Affiliate (“Covered Referrals”).

Such commissions may continue for the active, paying lifetime of the applicable Covered Referral's eligible customer account, provided:

the customer continues making eligible payments;
the applicable offer remains commissionable;
the transactions continue to constitute Qualifying Sales;
Affiliate maintains accurate payment information;
Affiliate remains in Good Standing; and
Affiliate continues satisfying all surviving obligations of this Agreement.

Affiliate is not required to continue actively promoting Company solely to maintain eligibility for otherwise valid legacy recurring commissions.

If Affiliate ceases to satisfy applicable Good Standing requirements, future recurring commission rights may terminate as provided in this Agreement.

31. POST-TERMINATION GOOD STANDING

For purposes of continued post-termination recurring commissions, Affiliate must satisfy the following requirements.

(a) Non-Competition and Non-Solicitation

Subject to applicable law and limitations approved by counsel, Affiliate may not during the applicable restricted period:

promote, work for, or materially assist a directly competing platform or program as defined in this Agreement;
solicit Company's active Affiliates for the purpose of moving them to a directly competing Affiliate or promotional program; or
solicit Company's employees or internal contractors to terminate their relationship with Company for purposes of joining a competing business.

COUNSEL TO DEFINE AND CONFIRM: “Competing Platform,” duration, geographic scope, restricted activities, Florida restrictive-covenant requirements, and applicability to Affiliates outside Florida.

(b) Non-Disparagement

Affiliate may not knowingly make false or defamatory statements concerning Company, its products, services, executives, employees, or representatives.

Nothing in this provision prohibits Affiliate from:

making truthful statements;
providing legally protected reviews or opinions;
responding truthfully to legal process;
communicating with governmental or regulatory authorities;
exercising protected whistleblower rights; or
engaging in communications otherwise protected by applicable law.

(c) Intellectual Property and Trade Secrets

Following termination, Affiliate must discontinue unauthorized use of Company's:

trademarks;
logos;
copyrighted promotional materials;
domain names or confusingly similar domain variants;
proprietary materials;
confidential information; and
trade secrets.

32. FRAUD AND PROGRAM MANIPULATION

Affiliate may not manipulate Company's tracking, attribution, commission, customer, or payment systems.

Prohibited practices include:

fabricated customers;
fraudulent transactions;
cookie stuffing;
forced clicks;
misleading redirects;
automated false traffic;
unauthorized use of another person's payment information;
manufactured self-referrals;
manipulation of last-click attribution; or
other artificial methods intended to obtain commissions.

Company may withhold commissions reasonably connected to suspected fraud while conducting a good-faith investigation.

33. CHANGES TO THE AFFILIATE PROGRAM AND AGREEMENT

Company may prospectively modify this Agreement or Affiliate Program, including:

commission rates;
eligible products;
payment procedures;
referral windows;
attribution rules;
promotional requirements;
compliance requirements; and
other Affiliate Program terms.

Company will provide Affiliates at least thirty (30) days' advance notice of material changes, unless a shorter period is reasonably necessary to:

comply with law;
prevent fraud;
address security issues;
satisfy third-party platform requirements; or
protect Company or its customers from material harm.

Notice may be provided through email, a prominent Affiliate dashboard notification, or another clear electronic communication.

Affiliate may reject a modification by ending Affiliate's participation before the revised terms become effective.

Affiliate's continued generation or use of Affiliate links, promotion of Company offers, participation in the Affiliate Program, or acceptance of commissions after the stated effective date constitutes Affiliate's acceptance of the revised terms to the extent permitted by applicable law.

Modifications apply prospectively.

Company will not retroactively reduce commissions that became earned and payable under the version of the Agreement then in effect, except for adjustments otherwise authorized by this Agreement involving refunds, Reversals, fraud, tracking errors, self-dealing, or other invalid transactions.

34. INTERNATIONAL AFFILIATES

Affiliates operating, residing, or targeting audiences outside the United States are additionally subject to the international requirements contained in this Section.

(a) Local Privacy Laws

International Affiliate represents and warrants that Affiliate will comply with privacy and data-protection laws applicable to Affiliate's activities, which may include GDPR, UK GDPR, PIPEDA, and other applicable regional requirements.

(b) Cross-Border Data

Where applicable, Affiliate will comply with legally required mechanisms concerning cross-border transfers and processing of personal information.

(c) Consent and Tracking

Affiliate is responsible for implementing legally required consent mechanisms before utilizing Affiliate tracking technologies where such consent is required.

(d) Regional Marketing and Advertising Requirements

Affiliate must clearly and conspicuously disclose Affiliate's financial relationship with Company and comply with applicable regional consumer-protection and advertising requirements.

This may include applicable requirements of:

the United Kingdom Competition and Markets Authority;
the United Kingdom Advertising Standards Authority;
the Canadian Competition Act and Competition Bureau;
European Union consumer-protection laws; and
the European Union Digital Services Act.

(e) Trade Sanctions and Export Controls

Affiliate represents that Affiliate and, where applicable, entities or persons owning or controlling Affiliate are not prohibited from participating under applicable U.S., EU, UK, or other applicable sanctions or trade restrictions.

Company may conduct compliance screening when reasonably necessary.

(f) International Tax Documentation

Non-U.S. Affiliates may be required to provide appropriate tax documentation, including Form W-8BEN for qualifying individuals or Form W-8BEN-E for qualifying entities, where applicable.

Affiliate bears responsibility for determining, reporting, and paying applicable local income taxes, VAT, digital services taxes, or similar obligations.

(g) Currency and Fees

Unless Company states otherwise, commissions are calculated and paid in United States Dollars (USD).

Affiliate is responsible for currency conversion charges, PayPal fees, bank charges, or other third-party costs applicable to Affiliate's receipt of funds.

The international requirements in this Section are based upon Company's International Affiliate Agreement Addendum, which applies to Affiliates operating, residing, or targeting audiences outside the United States.

35. INDEMNIFICATION

COUNSEL TO REVIEW AND FINALIZE.

To the fullest extent permitted by applicable law, Affiliate agrees to indemnify, defend, and hold harmless Pinnacle Agency for the Arts LLC, Network Like The Rich, and their owners, officers, employees, contractors, representatives, successors, and assigns from third-party claims, liabilities, damages, losses, judgments, penalties, and reasonable costs and expenses, including reasonable attorneys' fees, arising from or related to:

Affiliate's material breach of this Agreement;
Affiliate's unlawful promotional activities;
Affiliate's false, misleading, or unauthorized representations;
Affiliate's violation of applicable law;
Affiliate's infringement of third-party rights; or
Affiliate's unauthorized use of Company intellectual property.

36. LIMITATION OF LIABILITY

COUNSEL TO REVIEW AND FINALIZE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE AFFILIATE PROGRAM.

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL AFFILIATE COMMISSIONS ACTUALLY PAID OR PAYABLE TO AFFILIATE DURING THE [SIX/TWELVE] MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

37. TECHNOLOGY DISCLAIMER

The Affiliate Program relies upon third-party technology and services, including tracking software, website infrastructure, payment processing, and PayPal.

Company does not warrant that Affiliate tracking or third-party platforms will operate without interruption or error.

Company will use commercially reasonable efforts to administer the Affiliate Program accurately but is not responsible for failures outside Company's reasonable control.

38. GOVERNING LAW

This Agreement and disputes arising from it will be governed by and construed according to the laws of the State of Florida, without regard to conflict-of-law principles, except where applicable federal law controls.

Company's intended venue is Sarasota County, Florida, subject to the arbitration provisions below.

39. DISPUTE RESOLUTION AND MANDATORY BINDING ARBITRATION

(a) Mandatory Binding Arbitration & Provider

Any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, or validity, or determination of the scope or applicability of this agreement to arbitrate (each, a “Dispute”), shall be resolved exclusively by final and binding arbitration rather than in a court of law, except as expressly provided below.

Arbitration shall be administered by the International Chamber of Commerce (“ICC”) in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”) then in effect, except as modified by this Agreement.

If the ICC is unavailable or unwilling to administer arbitration, the parties shall mutually agree upon an alternative private arbitration provider. If the parties cannot agree, a court of competent jurisdiction may appoint or designate an appropriate arbitration administrator or arbitrator as permitted by applicable law.

(b) Seat, Venue, Governing Law, and Language

The legal seat and place of arbitration shall be Sarasota County, Florida, United States.

The arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and, to the extent applicable and not preempted, the Revised Florida Arbitration Code, Chapter 682, Florida Statutes.

Except as expressly provided otherwise, the substantive laws of the State of Florida shall govern the Dispute without regard to conflict-of-law principles.

Arbitration shall be conducted in the English language.

(c) Arbitrator and Procedures

Arbitration shall be conducted before a single neutral arbitrator appointed in accordance with the ICC Rules.

The arbitrator shall be either:

a retired judge; or
an attorney with at least ten (10) years of substantial experience involving commercial contract disputes.

Where reasonably practicable, the arbitrator should have familiarity with United States commercial law and Florida substantive law.

Subject to applicable law and the ICC Rules, the arbitrator shall have authority to determine questions concerning jurisdiction and arbitrability, including objections concerning the existence, scope, validity, or enforceability of this arbitration agreement or the arbitrability of any claim or counterclaim.

(d) Court Carve-Outs

Either party may bring an individual action in a small claims court of competent jurisdiction in Sarasota County, Florida, provided the claim qualifies for that court's jurisdiction and remains on an individual basis.

Either party may seek emergency, temporary, or preliminary injunctive relief or other provisional equitable remedies in the state or federal courts located in or serving Sarasota County, Florida when reasonably necessary to preserve the status quo or prevent irreparable harm pending appointment of the arbitrator or final resolution of the Dispute.

Seeking provisional relief does not waive or diminish a party's right to compel arbitration of the underlying Dispute.

(e) Class Action and Jury Trial Waiver

THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING.

Unless both parties agree otherwise in writing, the arbitrator may not consolidate or join more than one person's or entity's claims or preside over a class, collective, consolidated, or representative proceeding.

THE PARTIES WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

(f) Attorneys' Fees and Costs

The party initiating arbitration shall pay the initial filing fee required by the ICC.

All other administrative fees, forum expenses, and arbitrator compensation shall initially be allocated in accordance with ICC Rules, subject to applicable law.

Subject to applicable law, the arbitrator may award the prevailing party reasonable attorneys' fees, expert witness fees, expert expenses, arbitration costs, and costs associated with related judicial enforcement proceedings.

COUNSEL TO CONFIRM: whether prevailing-party attorneys' fees should be mandatory rather than discretionary.

(g) Award and Enforcement

The arbitrator shall issue an award in accordance with ICC Rules.

The award shall be final and binding upon the parties and subject to judicial review only as permitted by applicable law.

Judgment upon the award may be entered, recognized, confirmed, and enforced in any court of competent jurisdiction.

Proceedings concerning recognition or enforcement may be brought, as applicable, in the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida, the United States District Court for the Middle District of Florida, or another court having jurisdiction over the applicable party or assets.

The ICC framework in this Agreement replaces the alternative ICC-or-AAA language appearing in Company's prior International Affiliate Agreement Addendum.

40. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law and the remaining provisions will remain in effect.

41. WAIVER

Failure by Company to enforce a provision of this Agreement does not waive Company's right to enforce that provision or any other provision later.

42. SURVIVAL

Provisions that by their nature should survive termination will survive, including provisions concerning:

commission adjustments and repayment obligations;
intellectual property;
confidential information and trade secrets;
taxes;
post-termination Good Standing where applicable;
indemnification;
limitation of liability;
dispute resolution;
governing law; and
accrued payment obligations.

43. INCORPORATED DOCUMENTS AND ORDER OF PRECEDENCE

The following may collectively govern Affiliate's relationship with Company where applicable:

this Affiliate Program Agreement;
international Affiliate requirements incorporated into this Agreement;
campaign-specific Affiliate terms expressly issued by Company;
Company's Privacy Policy; and
Company's generally applicable Terms and Conditions.

With respect specifically to Affiliate Program participation, this Affiliate Program Agreement controls over Company's general Terms and Conditions in the event of a direct conflict unless another document expressly states that it supersedes a particular Affiliate Program provision.

44. ENTIRE AGREEMENT

This Agreement, together with documents and policies expressly incorporated by reference, constitutes the agreement between Company and Affiliate concerning participation in the Affiliate Program.

Campaign-specific written terms may supplement this Agreement.

If campaign-specific terms expressly state that they supersede a provision of this Agreement for that campaign, those specific terms will control for that campaign.

45. CONTACT

Questions concerning the Affiliate Program or this Agreement may be directed to:

Pinnacle Agency for the Arts LLC
DBA Network Like The Rich

Affiliate Support Email: [EMAIL]

Business Address: [ADDRESS]

ACCEPTANCE

By checking the acceptance box and enrolling in the Network Like The Rich Affiliate Program, Affiliate acknowledges that Affiliate:

has read this Affiliate Program Agreement;
understands its terms;
has had the opportunity to seek independent legal advice;
agrees to be bound by this Agreement; and
understands that participation in the Affiliate Program is conditioned upon compliance with these terms.

Last Updated: [DATE]

ITEMS FOR FINAL LEGAL AND TAX REVIEW

The Company's principal business decisions are reflected in this draft. Counsel and the Company's tax professional should specifically review and finalize:

the scope, duration, definition of “Competing Platform,” and enforceability of post-termination noncompetition and nonsolicitation provisions;
post-termination Good Standing requirements and forfeiture of future recurring commissions;
non-disparagement and protected-communications language;
commission clawbacks and fraud-related historical recovery rights;
the 1% chargeback and 10% refund/reversal compliance-review thresholds;
the limitation-of-liability cap, including whether six or twelve months of commissions should be used;
ICC arbitration, arbitrability/delegation, cost allocation, class-action waiver, and enforcement provisions;
whether prevailing-party attorneys' fees should be mandatory or discretionary;
PayPal payment structure and applicable Form 1099-K/Form 1099-NEC reporting obligations;
international Affiliate tax, privacy, sanctions, and consumer-protection requirements;
clickwrap implementation and electronic record retention;
consistency between this Agreement, Company's Privacy Policy, and Company's updated Florida-governed Terms and Conditions; and
any additional requirements imposed by applicable federal, Florida, international, payment-processor, or platform rules.