AudienceLab Affiliate Program Agreement & Code of Conduct

THIS AGREEMENT CONTAINS A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE PARTICIPATING IN THE PROGRAM (AS DEFINED BELOW).

This Affiliate Agreement constitutes the provisions herein, the AudienceLab Terms of Service, the AudienceLab Privacy Policy, both of which are incorporated herein by reference (collectively the “Agreement”). The Agreement governs your activity, application to join, and any subsequent participation in AudienceLab's Affiliate Program (the “Program”). By accepting the Agreement, or by participating in the Program, you (“Affiliate,” “You” or “you”) agree to be bound by the terms thereof and agree that this is a binding legal agreement between You and AudienceLab Inc. (“AudienceLab,” “we” or “us”). If You are or represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. AudienceLab reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement. Affiliate is responsible for ensuring its employees, agents, and representatives comply with this Agreement. Any breach of the Agreement by an employee, agent, or representative acting on Affiliate’s behalf shall be deemed a breach by the Affiliate.

SECTION 1. PROGRAM APPLICATION

You agree to provide all information reasonably requested by AudienceLab in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that AudienceLab retains sole and exclusive discretion to determine whether You qualify for participation in the Program. AudienceLab reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. It is your responsibility to control the notifications you do, or do not, receive through your device.

SECTION 2. PROGRAM RULES

You represent and warrant that, when participating in the Program, you will comply with the following Program rules (“Rules”), and, if AudienceLab determines, in its sole discretion, that you are not in compliance with any of the Rules, you will be considered in material breach of this Agreement, and AudienceLab may (in its sole discretion), in addition to seeking any other available remedies in law and equity, terminate this Agreement and Your participation in the Program immediately (which may include, without limitation, forfeiture of earned Commissions), without liability:

a. the Code of Conduct set forth in Exhibit A;
b. the following (collectively, “Laws/Terms”): (i) the terms of the Agreement, (ii) all applicable laws, statutes, treaties, ordinances, regulations, codes, guidance, guidelines, including, without limitation, the Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and related guidance, all as updated (collectively, the “FTC Endorsement Guides”), policies, terms and conditions of third parties to which you and the Program are subject, and (iii) the terms of use, user agreements and other terms and conditions pertaining to the use of each website and/or platform you use; and
c. the AudienceLab Disclosure Requirements set forth in Exhibit B.

SECTION 3. COMPENSATION

Upon acceptance into the Program, You will receive a unique Affiliate ID through AudienceLab’s affiliate system. This Affiliate ID will be incorporated in the URL that You use to advertise AudienceLab (“Affiliate Link”). You may earn Commissions (as further described below) for each sale (“Sale”) that is registered using Your Affiliate ID.

A Sale is determined to have occurred, provided that a new user (“Prospect”) (i) purchased AudienceLab Products by accessing the AudienceLab Site directly via an Affiliate Link; and (ii) clicked the Affiliate Link to the AudienceLab Site and purchased AudienceLab Products, provided that it was the last Affiliate Link to the AudienceLab Site that the customer clicked within the last 90 days. All determinations of whether a Sale occurred and whether a Commission is payable will be made by AudienceLab in its sole discretion.

Commission Structure:

Affiliates will receive 15% recurring commissions for life on all approved monthly and annual subscriptions.
No second-tier commissions are currently offered.
Commissions are calculated based on net revenue received by AudienceLab, excluding taxes and fees.

Payout Terms:

Commissions are earned only if (i) Affiliate has registered and maintained a usable account with a third-party payment provider to receive Commission payments and provide complete and accurate information to AudienceLab, and (ii) the Prospect’s account has remained in good standing for at least forty-five (45) days after the Sale.
Commission payouts will be paid on the 15th of each month following AudienceLab’s receipt of payment for a Sale, subject to the other terms of this Agreement.
The minimum payout threshold is $50.00 (USD). If unpaid commissions remain below this amount for 120 days, they will be forfeited.
Affiliates must submit required tax documentation (W-8 or W-9) prior to payment. AudienceLab may withhold tax where required by law. Affiliates are solely responsible for tax compliance in their jurisdiction.

Refunds and Chargebacks:
If a refund or charge-back occurs for a Sale, and if a Commission was already paid to You for that Sale, such Commission is considered unearned and will be deducted from Your future Commission payouts.

AudienceLab will make reasonable efforts to payout all earned Commissions. In the event that AudienceLab is unable to payout a Commission for any reason outside of AudienceLab’s control, those Commissions may be forfeited at AudienceLab’s sole discretion.

SECTION 4. INTELLECTUAL PROPERTY RIGHTS; MEDIA RELEASE

AudienceLab may provide you with certain intellectual property, resources or materials to be used solely in connection with the Program (collectively, “AudienceLab Materials”). You acknowledge that AudienceLab shall maintain complete ownership of the AudienceLab Materials, and agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the AudienceLab Materials (including all associated goodwill) will insure to the benefit of, and on behalf of AudienceLab. You agree that nothing in this Agreement gives you any right, title, or interest in the AudienceLab Materials other than the right to use the AudienceLab Materials in accordance with this Agreement.

You further grant AudienceLab a non-exclusive, royalty-free license to use any content or materials published or distributed by Affiliate in connection with AudienceLab and the Program for any lawful purpose, including promotion, marketing, and showcasing Affiliate’s work.

SECTION 5. TERM AND TERMINATION

The term of this Agreement will begin on your acceptance or digital signing of this Agreement. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days’ written notice of termination. If terminated due to Your Default/Breach, all Commissions are immediately forfeited.

SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES

You represent and warrant that you are not under investigation by any regulatory authority (FTC or otherwise), and that you will notify AudienceLab within 24 hours if such an investigation occurs. AudienceLab may immediately terminate this Agreement based on such investigation.

SECTION 7. ENTIRE AGREEMENT

This Agreement represents the entire agreement between the Parties with regards to the Program and supersedes any other written or oral agreement.

SECTION 8. INDEPENDENT CONTRACTOR

Affiliates are independent contractors. No relationship of employee/employer or principal/agent exists. You are solely responsible for taxes and liabilities related to your activities.

SECTION 9. NO GUARANTEE

AudienceLab does not promise or guarantee your success, income, or sales. The Program is not a franchise, business opportunity, or “business-in-a-box.”

SECTION 10. LIMITATION OF LIABILITY

In no event shall AudienceLab or its affiliates be liable for indirect, special, incidental, consequential, or punitive damages. AudienceLab’s liability shall not exceed the lesser of $1,500 or three (3) times the payments paid by you to AudienceLab for the month preceding the claim.

SECTION 11. DISPUTE RESOLUTION, CLASS ACTION WAIVER & GOVERNING LAW

This Agreement shall be governed by the laws of the United States and the State of California. Venue is Sacramento, CA. Claims must be brought individually; class actions and arbitrations are not permitted.

SECTION 12. INDEMNITY

You agree to indemnify and hold harmless AudienceLab, its affiliates, officers, directors, and employees from claims related to your participation in the Program.

SECTION 13. SEVERABILITY

If any provision of this Agreement is found unenforceable, the remaining provisions remain in effect.

SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF

Any breach or threatened breach will cause irreparable harm to AudienceLab. AudienceLab is entitled to injunctive relief without bond.

SECTION 15. COMPLAINT NOTIFICATION

Affiliate must notify AudienceLab of any complaint received within twenty-four (24) hours by emailing [email protected].

SECTION 16. FORCE MAJEURE

Neither Party will be liable for failure to perform due to events outside their control, including natural disasters, acts of terrorism, or pandemics.

SECTION 17. CONFIDENTIALITY AND PRIVACY

Affiliate agrees to keep confidential all non-public information provided by AudienceLab and comply with all privacy and data protection laws when handling customer data.

SECTION 18. LIABILITY FOR THIRD-PARTY SERVICES

AudienceLab is not responsible for third-party services or content.

EXHIBIT A

Code of Conduct

Affiliate shall comply with the provisions of any applicable AudienceLab policy and AudienceLab instructions provided to Affiliate. This includes immediate compliance with AudienceLab’s requests for removal of certain content, statements, materials, or any other collateral posted or distributed by Affiliate.
Any claims Affiliate makes about AudienceLab or AudienceLab’s products or services shall reflect Affiliate’s honest and truthful opinions. If Affiliate’s positive opinion(s) about AudienceLab or AudienceLab’s products or services should change during participation in the Program so that Affiliate no longer can truthfully endorse AudienceLab, Affiliate shall immediately advise AudienceLab and AudienceLab shall have the right to terminate the Agreement.
Any materials published by Affiliate must represent fair, accurate, typical, and truthful depictions of what is represented, be typical of what the average consumer can expect to achieve, and clearly and conspicuously disclose generally expected results.
Affiliate is expressly prohibited from making any express or implied claims that AudienceLab is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.
Affiliates may not make, publish, or communicate any claims or statements that expressly or impliedly guarantee that a Prospect will make money by using AudienceLab or by becoming an Affiliate.
Affiliate must correct any statement that later becomes inaccurate.
Affiliate may not make deceptive or misleading claims, or claims that are not substantiated (i.e., adequate proof must exist to back up the claim).
If Affiliate chooses to comment on AudienceLab competitors or their product(s), it must be made clear such comment is not on behalf of or as a representative of AudienceLab, and such comment cannot be construed as defamatory, misleading or deceptive, unfair, or unsubstantiated.
Affiliate may not engage in defamation, slander, or libel regarding AudienceLab, AudienceLab employees, AudienceLab Affiliates, or other parties associated with AudienceLab.
Affiliate may not engage in any communication or disseminate content that is unlawful, harassing, or abusive.
Affiliate may not disseminate any content that is protected by intellectual property laws, rights of privacy or publicity, or any other applicable law unless Affiliate owns or controls all rights in the content and all elements of the content or has received all necessary consents. For example, Affiliate may not post photos or video content without written permission from the person who owns the photo or video as well as any persons (other than Affiliate) depicted in the photo or video, and Affiliate may not use music or sounds that are not cleared for use commercially and as contemplated by this Agreement.
Affiliate may not disseminate any materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
Affiliate may not use software or technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.
Affiliate may not impersonate AudienceLab or AudienceLab employees, or otherwise imply that Affiliate has the authority to bind or represent AudienceLab.
Affiliate will only use their Affiliate Link without manipulation.
Affiliate will not share their Affiliate Link with any other affiliate.
Affiliate may not incite, advocate, or express hatred, ethnic slurs, bigotry, racism, or gratuitous violence.
Affiliate may not disseminate pornography, vulgarity, profanity, obscenity, or use other offensive language or content, nor depict nudity or sexually explicit content.
Affiliate may not promote excessive or irresponsible consumption of alcohol beverages or promote any illegal or abusive drug use.
Affiliate may not misrepresent the source of anything in their posted content, including by impersonating another individual or entity.
Affiliate may not use content that contains advertising for Affiliate or third parties (including, without limitation, money-making schemes, discount cards, credit counseling, online surveys).
Affiliates may run paid advertising campaigns hereunder as long as they comply with all applicable Laws/Terms.
Affiliate may not engage in any unlawful or deceptive actions with respect to search engine optimization.
Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement.
Affiliate shall not run any contests or offer any prizes to Prospects or Customers without the prior written approval of AudienceLab, and all such contests and prizes must be administered in compliance with all laws and regulations that govern contests and sweepstakes.
Affiliate may not “self-refer,” meaning that only transactions by other persons using your Affiliate Link will result in Commissions.
Affiliate may not engage in deceptive, manipulative, or fraudulent behaviors (whether done independently, in coordination with a Prospect, or another affiliate) or otherwise engage in conduct that, in AudienceLab’s sole discretion, is abusive of or outside the spirit of the Program in order to acquire additional Commissions.
Affiliate will not in any way copy, resemble, or mirror the look and feel of AudienceLab’s Website nor use any means to create the impression that your content is AudienceLab’s, including by framing AudienceLab’s website in any manner.
Affiliate may not engage in cookie stuffing or include pop-ups or false or misleading links.
Affiliate will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
Affiliate will not send unsolicited bulk emails, text spam, form spam, social media spam, or any other form of communication to which Prospects or others have not consented.
Affiliate agrees to comply with all laws and regulations applicable to the sending of any email communications, including the CAN-SPAM Act, privacy laws, and data security standards consistent with the industry, and shall indemnify AudienceLab for any claims resulting from failure to do so. Emails must be sent on Affiliate’s behalf and must not state or imply that they are being sent on behalf of AudienceLab. Affiliate shall be the “designated sender” of any emails Affiliate sends that include AudienceLab links, scrub the prospective list of recipients against applicable do-not-email lists, include a functioning opt-out mechanism in all such emails, and honor all opt-outs.
Affiliate agrees to comply with all laws and regulations applicable to the sending of any text communications, including the TCPA and related state laws, privacy laws, and data security standards consistent with the industry, and shall indemnify AudienceLab for any claims resulting from failure to do so. Texts must be sent on Affiliate’s behalf and must not state or imply that they are being sent on behalf of AudienceLab. Affiliate must not text any third party without prior written consent, and must honor all opt-outs.
Affiliate agrees to comply with all privacy laws and regulations when collecting Personal Information of Prospects and Customers. Affiliate agrees to comply with AudienceLab’s Privacy Policy in its treatment of Personal Information, and Affiliate agrees to implement and post its own Privacy Policy.
Affiliate agrees to comply with export and sanctions laws and regulations when engaging Prospects and Customers, and Affiliate shall not attempt to enable any Sales to Sanctioned Parties or people in Sanctioned Countries without AudienceLab’s prior written approval.
Affiliate will not create advertisements that appear on (a) sites and apps that contain or reference categories such as adult content, pornography, weapons, graphic violence (including violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues, gambling, or content that is offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), or solicitous of any unlawful or offensive behavior; or (b) ads that appear on fake news content.
Affiliate will not use any images, text, or other content provided to you by AudienceLab except as authorized by AudienceLab in advance in writing and may not modify the graphic image or text in any way. All of AudienceLab’s rights in the images and text, trade names and trademarks, and all other intellectual property rights are reserved.
Affiliate will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by AudienceLab in writing. AudienceLab may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offers, and you agree to comply with all terms and limitations that AudienceLab establishes in connection with such promotional offers as well as all Laws/Terms.
Unless otherwise agreed upon in writing by AudienceLab, Affiliate may not promote through a sub-affiliate network.
Affiliate may not provide or create links to external sites that violate this Code of Conduct.
The maintenance and the updating of your content, accounts, and sites will be your responsibility, but AudienceLab may monitor the foregoing and you agree to honor any of AudienceLab’s requested changes provided they relate to the Program.

EXHIBIT B

AudienceLab Disclosure Requirements

Affiliate represents, warrants, and agrees to comply with the following guidelines for all content created on AudienceLab’s behalf:

1. Disclosure Requirements

Affiliate must make their material connections to AudienceLab (and/or its brands, products, services, as applicable) known to viewers of their content in a manner that is consistent with the Agreement, the requirements set forth in these AudienceLab Disclosure Requirements, and all applicable law and industry guidance, including, without limitation, the Federal Trade Commission’s (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC’s business guidance, “Endorsement Guides: What People are Asking.”

Material connections may include, without limitation, monetary compensation, free product, gift cards, discounts, personal or professional relationships, access to events or experiences, and more. For clarity, Affiliate’s material connections must be disclosed even when simply tagging AudienceLab or its brands, or simply posting a picture or a video of Affiliate enjoying using one of AudienceLab’s products or services.

2. Disclosures Must Be Made "Clearly and Conspicuously"

A. “Clearly”
Disclosures must:

Be easy to understand by an ordinary viewer of Affiliate’s content (including members of targeted groups).
Accurately describe Affiliate’s material connections.
Not be contradicted by or inconsistent with anything else in Affiliate’s content.

Unless otherwise agreed in advance in writing by AudienceLab, these are the options for material connection disclosures:

For disclosure of a material connection, Affiliate may use #ad, provided that it is otherwise clear that AudienceLab is the sponsor of the post.
The following are also permissible (as applicable):
- “Sponsored by AudienceLab”
- Natural language making the connection easily understandable. For example:
  - “I am a paid affiliate marketer for AudienceLab”
  - “Paid post for AudienceLab”
  - “I was paid by AudienceLab to ….”
If Affiliate is receiving commissions in connection with an affiliate link:
- If Affiliate’s post clearly and conspicuously identifies AudienceLab as the sponsor, includes #ad, and viewers can see #ad and Affiliate’s affiliate link at the same time, no additional disclosures are needed.
- If #ad and the affiliate link are not viewable at the same time, Affiliate must include one of the following disclosures when posting their affiliate link:
  - “This is an affiliate link and I get commissions for purchases made through links in this post.”
  - “I am an AudienceLab affiliate, which means I get a commission when purchases are made through this link: [URL].”

The following disclosures DO NOT work alone and MAY NOT be used as standalones:

#GoAudienceLab
Abbreviations not understood by consumers (e.g., #spon, #pd, #sp, #collab, etc.)
Only using #partner, #ambassador, #consultant, #adviser, #affiliate, #teamAudienceLab, etc.
Only using “thank you,” “thanks,” “gift,” or “gifted” without explanation.
Only using #endorsement.
Only using a platform’s branded content tool without further disclosure.
Only tagging or @mentioning AudienceLab.
Only using a campaign hashtag.

Disclosures must be made regardless of space limitations and appear in each applicable post/piece of content.

If an endorsement is made through visual means, the disclosure should be made at least visually.
If the endorsement is made audibly, the disclosure should be made at least audibly.
If the endorsement is made through both visual and audible means, the disclosure should be made both visually and audibly.

Depending on the creative and format, multiple types of disclosures may be prudent.

3. Disclosure Requirements Based on Posting Format

In-feed posts (X/Twitter, Facebook, Instagram grid posts):
- Disclosures must appear in the first two lines of text.
- Disclosures should not be buried (e.g., only in a bio, below the fold, under a hyperlink like “More” or “Disclosure,” or in the middle or end of a series of hashtags).
Video, livestream, stories, etc.:
- Video posts: Place the disclosure (1) within the video itself and (2) in the description of the video. Display the disclosure long enough for a viewer to read and understand it.
  - Disclosures must appear at the beginning of the video (within the video) and in the video description.
  - It is NOT sufficient to disclose only on an end card.
- Stories, Snaps, TikToks, etc.: Superimpose the disclosure over images or video so it is easy to notice, read, and comprehend, and well-contrasted against the background.
- Livestreams: Repeat disclosures throughout the stream so consumers hear them if they join at different times.
Platform-specific tools (like Instagram’s “Branded Content” tool) should be used in addition to, not as a substitute for, the above.
If a post is syndicated from one platform to another, disclosures must travel with the post and remain unavoidable (pre-click) across all platforms.

4. Modifications

Affiliate agrees that AudienceLab may modify the Disclosure Requirements and related policies from time to time. Affiliate shall comply with any such modifications, provided they are supplied in writing.

Terms and Conditions

Affiliate Agreement