RewardLion Affiliate Agreement

This Agreement constitutes a formal and legal understanding between RewardLion (referred to as “RewardLion,” “we,” or “us”) and you, the affiliate (referred to as the "Affiliate" or “you”).

Whereas RewardLion offers affiliate program according to the terms stipulated under this Agreement, and whereas, the affiliate wishes to enroll to the RewardLion affiliate program, and

Whereas RewardLion program is binding consent from affiliate to its terms stipulated and outlined under outlined in this Affiliate Agreement and the RewardLion Terms of Service, collectively referred to as the “Agreement,” which govern your participation in RewardLion's Affiliate program (the “Program”), and

Therefore, by accepting the Terms of Service and engaging in the Program, you confirm your agreement to the terms outlined in this Affiliate Agreement. Whether you are an individual affiliate or representing a business entity, you confirm that you have the authority to agree to this Agreement. If you represent a business entity, you certify that you are authorized to act on its behalf and take responsibility for any breaches of its obligations or terms of the Agreement.

SECTION 1. APPLYING TO THE PROGRAM

By applying to the Program, you expressly understand and consent willfully to the following:

1. To provide all the information reasonably requested by RewardLion in connection with your Program application, and you represent and warrant that all information that you provide is truthful and accurate.
2. That RewardLion retains sole and exclusive discretion to determine whether you qualify for participation in the Program or not.
3. To be contacted about your application and the Program via the email address and the phone number you provide in your application. RewardLion may contact you in different forms, such as by automated dialing systems, texts and artificial or pre-recorded messages. In this respect, you may revoke this consent pertaining to this point Subsection No.3 at any time by submitting such request to revoke consent in writing to RewardLion.

SECTION 2. PROGRAM RULES

To participate in the Program, you must comply with the following rules (hereinafter referred to as the “Rules”):

• a. Legal Compliance: You are responsible for adhering to all applicable laws and regulations. Specifically, as an Affiliate, it is imperative that any advertisements you disseminate comply fully with relevant legal statutes and regulations. This encompasses laws prohibiting deceptive and misleading advertising, email marketing regulations such as the federal CAN-SPAM Act (15 U.S.C. § 7701), regulations concerning testimonials like the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations), and all guidelines issued by the FTC. RewardLion reserves the sole discretion to ascertain whether your advertising and conduct align with all legal standards.
• b. Disclosure Requirement: When promoting any RewardLion Service or product on a website, you must prominently display a disclaimer, such as: “Disclosure: I operate independently from RewardLion. I am neither an agent nor an employee of RewardLion and hold no authority to enter into binding contracts or represent RewardLion. I receive referral payments from RewardLion. The opinions expressed herein are solely my own and should not be construed as representations, guarantees, or statements made by RewardLion Inc or any of its subsidiaries, agents, or assigns.” This disclaimer must be clearly visible and not relegated to a link or small font. 
• c. Non-Disparagement: You agree not to make, publish, or communicate defamatory or disparaging remarks, comments, or statements concerning RewardLion, its employees, or officers, past or present, to any person, entity, or public forum. Furthermore, you may not make any negative comments about competitors with the intention of promoting RewardLion products or services. 
• d. Social Media Guidelines: Should you choose to advertise on social media platforms, strict adherence to the rules established by each platform is mandatory. For example, on Instagram, every post must employ Instagram’s “Paid Partnership” tool, while on YouTube, the words “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” must be visibly present within the video in a font size that is easily discernible to viewers and must persistently appear throughout the video in the top right-hand corner. Additionally, each post must contain the hashtags #RewardLion and #ad conspicuously before the text of the description and before the “More” button. Ensuring compliance with the rules of the relevant social media platforms is your responsibility. 
• e. Advertisements Complaints: The Affiliate is required to inform RewardLion of any complaints received regarding advertisements within 24 hours of receipt. Notices should be directed to the RewardLion Support Team. 
• f. Marketing Claims: Affiliates are strictly prohibited from making claims regarding RewardLion's products and services that deviate from, or extend beyond, the marketing materials provided by RewardLion on its websites, www.rewardlion.com and www.rewardlion.net ("RewardLion Website"). Additionally, Affiliates are expressly forbidden from asserting or implying that RewardLion offers 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 explicitly or implicitly guarantee that a potential new user ("Prospect") will generate income by utilizing RewardLion or by becoming an Affiliate. Furthermore, all marketing collateral generated, published, and communicated by Affiliates must:
  • - Be entirely truthful and accurate, supported by evidence of the Affiliate’s experience.
  • - Include the following disclaimer in a clear and conspicuous font and placement: "These were my results based on my experience. Your results may vary. There is no guarantee you will earn money."

• g. General Advertising Rules: You affirm and assure that your affiliate website(s) ("Website"), social media posts, and any other advertising materials will not: 

  Infringe upon RewardLion’s or any other entity’s intellectual property, publicity, privacy, or other rights. 

  Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or includes nudity, pornography, or sexually explicit materials. 

  Contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information. 

  Utilize software or technology designed to intercept, divert, or redirect Internet traffic to or from any other website, or potentially facilitate the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons. 

• h. Pay-Per-Click (“PPC”) Guidelines: Affiliates may conduct paid advertising campaigns as long as they comply with the terms of this Agreement, Google's terms and conditions related to PPC, and all applicable laws and regulations.

• i. Additional Guidelines:

  By acknowledging, warranting, and accepting, you commit to upholding the following provisions:

  1. Affiliate assumes the responsibility of ensuring compliance with this Agreement by its employees, agents, and representatives. Violations by any such party acting on behalf of the Affiliate shall constitute a breach by the Affiliate. 
  2. Engaging in unlawful or deceitful practices in relation to search engine optimization is strictly forbidden. 
  3. Offering monetary incentives, including rewards points, cash, or prizes, to Prospects in exchange for their response to an advertisement is prohibited. 
  4. Sole use of links provided by RewardLion for banners, text links, or other affiliate links obtained from the affiliate interface, without alteration, is mandatory. 
  5. Self-referral, whereby only transactions initiated by other individuals using the affiliate link yield Earned Commissions, is not permissible. 
  6. Affiliates are forbidden from partaking in deceptive, manipulative, or fraudulent activities, whether independently or in collaboration with a Prospect or another affiliate. Moreover, conduct that contradicts the ethos of the Program to obtain additional Commissions is prohibited. 
  7. Any conduct deemed fraudulent, abusive, or detrimental to the RewardLion Website or the Program, at RewardLion's discretion, is strictly prohibited. 
  8. RewardLion reserves the right to review placements, approve link usage, and enforce changes to ensure compliance with provided guidelines at any time. 
  9. Affiliate websites must refrain from mimicking or creating the impression of affiliation with RewardLion’s Website, including the framing of RewardLion’s Website. 
  10. Prohibited practices on Affiliate's Website include cookie stuffing, pop-ups, misleading links, or attempts to mask the referring URL information. 
  11. The maintenance and updates of Affiliate's Website(s) are the exclusive responsibility of the Affiliate. RewardLion retains the right to monitor the Website(s) to ensure alignment with Program standards. 
  12. Sending unsolicited bulk emails, text spam, form spam, social media spam, or any other unsolicited communications to Prospects or others without consent is strictly prohibited. 
  13. Advertisements placed on sites and apps referencing objectionable content or fake news content are prohibited. 
  14. Usage of images, text, or content provided by RewardLion is permitted only as explicitly authorized under this Agreement, without alteration. All rights to images, text, trade names, trademarks, and other intellectual property rights are reserved by RewardLion. 
  15. Offering discounts, coupons, free trials, promo codes, or any other promotional offers not expressly authorized by RewardLion in writing is strictly forbidden. Any authorized promotional offers must adhere to terms and limitations established by RewardLion. 
  16. Promotion through a sub-affiliate network is not permitted unless explicitly agreed upon in writing by RewardLion.

If RewardLion determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement, and RewardLion may terminate this Agreement and Your participation in the Program immediately (including forfeiture of Earned Commissions), without liability on RewardLion of whatsoever nature, in addition to seeking any other available remedies in law and equity.

SECTION 3. COMPENSATION

Once accepted into the Program, you will be assigned a unique Affiliate ID, which will be integrated into the URL used for promoting RewardLion. You may earn Commissions (as described below) for each Sale registered using your Affiliate ID. 

If a Prospect has multiple Affiliate cookies ("Cookies"), the most recently acquired Cookie usually determines which Affiliate is credited with a Sale, except in cases of (i) recently canceled Prospects re-subscribing under a different affiliate within 90 days of cancellation, (ii) self-referral instances, or (iii) other scenarios at RewardLion’s discretion. Unaffiliated Prospects, signing up for RewardLion without connection to any Affiliate, won't earn Commissions for any Affiliates unless agreed upon by RewardLion in writing. 

A Commission is considered "earned" only if: (i) the Affiliate has registered and maintained a usable account with a third-party payment provider for Commission payments, providing complete and accurate information to RewardLion for payment facilitation, and (ii) a Prospect’s account remains in good standing for at least forty-five (45) days after the Sale. No Commission is earned for a Sale if, at the time of payout, the Affiliate hasn’t maintained a usable account with a third-party payment provider or if RewardLion can't pay out Commissions due to incomplete or inaccurate information provided by the Affiliate. Commission amounts are determined solely by RewardLion, with rates subject to change at its discretion. Commission payouts usually occur on the 15th of each month following RewardLion's receipt of payment for a Sale, with exceptions made for holidays or weekends. All payouts are calculated based on the fees received by RewardLion, less sales taxes.

Commission Rates are as follows:

• a. Single Location Account: 20% (applicable to all RewardLion Users)
• b. Agency Unlimited Account: 20% (applicable to all approved Affiliates)
• c. Agency Pro (SaaS) Account: 20% (applicable to all approved Affiliates)
• d. White Label Mobile App Upgrade: 20% (applicable to all approved Affiliates)

In cases where a Prospect is affiliated under different Affiliates for different services, RewardLion will allocate Commissions as deemed appropriate in its sole discretion.

All Commissions are paid in U.S. Dollars (USD) or other currencies offered by the payment provider. Some payment methods may incur processing fees deducted from Your Commissions. Your combined Commission must equal or exceed Fifty and 00/100 Dollars ($50.00) (USD) before You receive a payment from RewardLion. If Your combined Commissions in a 120-day period do not exceed $50.00 (USD), Your Commissions will not be paid and will be forfeited. 

Affiliates must register with a third-party payment provider to receive Commission payouts. RewardLion or the third-party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation or other tax documents (the “Required Documents”) before processing Commissions payouts. If You fail to submit the Required Documents promptly, RewardLion or the third-party payment provider may refuse to payout Commissions that were earned more than 120 days prior to receiving your Required Documents. If You are not a resident of the United States, RewardLion may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s), including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies). 

If RewardLion determines, in its sole and exclusive discretion, that any Sale was obtained fraudulently or due to any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale. If a Commission has already been paid out for a Sale later deemed fraudulent or in violation of this Agreement or the law, the Commission amount will be withheld against any future Commissions or refunded back to RewardLion at its discretion. RewardLion may also terminate this Agreement and Your participation in the Program immediately without further liability to you. 

If a refund or chargeback occurs for a Sale for which a Commission was already paid, such Commission is considered unearned, and the Commission will be deducted from Your future Commission payouts. 

RewardLion will make reasonable efforts to payout all Earned Commissions. In the event that RewardLion is unable to payout a Commission for reasons beyond its control, those Commissions may be forfeited at RewardLion’s discretion. 

SECTION 4. INTELLECTUAL PROPERTY RIGHTS

In connection with your participation in the Program, RewardLion may provide you with various resources and materials, including white-labeled courses, presentations, pitch decks, website templates, images, and social media posts, collectively known as "RewardLion Materials." You acknowledge that these materials are the exclusive property of RewardLion, and you agree not to take any actions that would undermine our ownership rights. It is understood that any use of the RewardLion Materials, along with associated goodwill, is intended solely for the benefit of RewardLion. 

By acknowledging this Agreement, you understand that it does not grant you any rights, title, or interest in the RewardLion Materials beyond the specific usage outlined herein. Additionally, you agree not to dispute our rights or title to the RewardLion Materials or the validity of this Agreement. 

All rights related to the Services, as well as RewardLion's name and trademarks, whether existing now or arising in the future, which are not explicitly granted to you in this Agreement, shall remain the exclusive property of RewardLion. Any goodwill resulting from your use of RewardLion’s name and trademarks shall accrue solely to the benefit of RewardLion. Except as expressly permitted in this Agreement, you are prohibited from using RewardLion’s name or trademarks or any property of RewardLion without prior written consent from RewardLion. Furthermore, you agree not to use them for any purpose other than that specified to you under the provisions of this Agreement. 

Moreover, you agree not to endorse or provide services to any entity infringing on RewardLion's intellectual property rights. In case you endorse or provide services to such entities infringing RewardLion’s intellectual property rights, RewardLion reserves the right to terminate this Agreement and your participation in the Program immediately, and at its sole discretion (including forfeiture of Earned Commissions), without any liability on RewardLion, in addition to seeking any other available remedies in law and equity. 

You agree to implement reasonable measures to safeguard the security of the Services on your systems and networks, including internal and public websites, against unauthorized access, alteration, or distribution. In case of any security breaches, you shall promptly notify RewardLion and take the necessary corrective action. 

Furthermore, you agree to promptly notify RewardLion of any known or suspected infringement of RewardLion's rights and to provide reasonable assistance to RewardLion, at our expense, in addressing such matters. If necessary, you agree to cooperate with us in officially documenting this Agreement with the appropriate government authorities.

SECTION 5. TERM AND TERMINATION

SECTION 6. REPRESENTATIONS AND WARRANTIES 

In addition to any other representations and warranties herein, you further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, you are required to notify RewardLion of the same within 24 hours.  

SECTION 7. ENTIRE AGREEMENT 

This Agreement serves as the comprehensive understanding between RewardLion and the Affiliate regarding the Program, supplanting all prior oral or written agreements between the parties. If you have previously entered into a separate written agreement concerning the Program, that agreement will govern in the event of any inconsistency with the terms of this Agreement. 

RewardLion reserves the right to change or amend or replace part or the entire Agreement at any time without any reason and without having your consent to the same, given that any updated version will be communicated to you through RewardLion Platform or channels of communication as may deem necessary to RewardLion at the time of the said update. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement.

SECTION 8. INDEPENDENT CONTRACTOR

Independent Contractor Relationship: The Parties hereby acknowledge and agree that the Affiliate operates as an independent contractor of RewardLion. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency between the Parties. 

No Authority to Bind RewardLion: The Affiliate acknowledges that it does not have the authority to act on behalf of RewardLion or to bind RewardLion in any manner. The Affiliate shall not hold itself out as having such authority. 

Responsibilities and Obligations: The Affiliate agrees to perform its obligations under this Agreement independently and at its own discretion. The Affiliate shall be solely responsible for the manner and method of performing the services outlined in this Agreement. 

Tax Obligations: The Affiliate acknowledges and agrees that it is responsible for paying all taxes, including income taxes and self-employment taxes, arising from the compensation received under this Agreement. RewardLion shall not withhold any taxes from payments made to the Affiliate. 

Indemnification: The Affiliate agrees to indemnify, defend, and hold harmless RewardLion from and against any claims, damages, losses, liabilities, costs, and expenses arising from any breach of this Agreement or misrepresentation regarding the Affiliate's status as an independent contractor.  

Compensation: The only compensation available to you is set forth in this Agreement. You are solely and exclusively responsible and liable for all your acts or omissions.

Survival: The provisions of this Independent Contractor clause shall survive the termination or expiration of this Agreement.

SECTION 9. DISCLAIMER

Your participation in the Program does not guarantee specific outcomes, including success, income, or sales. Your results may vary based on factors such as effort, market conditions, and consumer preferences. You understand, acknowledge, and agree that RewardLion is not obliged by any means to provide you with sales leads or referrals. In addition to that, you understand and agree further that this is not a business or partnership opportunity, a franchise opportunity, or an assisted marketing plan. 

SECTION 10. PROHIBITION OF RESELLING 

By entering into this Affiliate Agreement, the Affiliate acknowledges and agrees that the Agreement does not grant permission to resell RewardLion services under the Affiliate's name or any other name aside from RewardLion. The Affiliate expressly agrees not to engage in the resale of RewardLion services under any name other than that of RewardLion. This includes but is not limited to the rebranding or relabeling of RewardLion services for resale purposes. 

Any attempt by the Affiliate to resell RewardLion services under a name other than RewardLion's name constitutes a breach of this Agreement and may result in immediate termination of the Agreement. Furthermore, the Affiliate acknowledges that such actions may lead to legal action and the pursuit of remedies available to RewardLion under applicable laws. 

The Affiliate understands and agrees that the services provided by RewardLion are proprietary and carry the brand identity and reputation of RewardLion. Therefore, any attempt to resell these services under a different name or brand is strictly prohibited and constitutes a violation of the terms of this Agreement.

SECTION 11. LIMITATION OF LIABILITY 

In no event shall RewardLion, its officers, directors, shareholders, employees, independent contractors, telecommunications providers, or agents be liable for any indirect, special, incidental, exemplary, consequential, punitive, or other damages arising from or related to this Agreement, Terms of Service, the Privacy Policy, the Platform, or Services, including your or a third party's use of websites, software, application, service, or product. This includes, without limitation, loss of use, profits, data, goodwill, or the cost of substitute services or products. RewardLion's liability shall not exceed three (3) times the payments made by you to RewardLion for the preceding month or one-thousand five-hundred dollars ($1500), whichever is less, subject to applicable law. The remedies provided herein are your sole and exclusive remedies for any breach of our limited warranty. However, RewardLion retains the right to pursue all available remedies in law or equity. 

SECTION 12. DISPUTE RESOLUTION & GOVERNING LAWS

Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Florida. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of Florida. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm. 

Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.

SECTION 13. INDEMNITY

In consideration of the mutual promises and covenants herein contained, the Affiliate hereby agrees to indemnify, defend, and hold harmless RewardLion, its officers, directors, employees, owners, parent entities, and assigns, from and against any and all claims, demands, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including reasonable legal fees and investigation expenses) arising directly or indirectly from:

• The Affiliate's use of, or reliance upon, any information or data provided by them or on their behalf.
• Any breach or violation of the terms delineated in this Affiliate Agreement.
• The Affiliate's possession or use of any property owned by RewardLion, excluding instances of gross negligence or intentional misconduct on the part of RewardLion.
• Negligent, willful, or grossly negligent acts or omissions committed by the Affiliate, their employees, or their agents.

The Affiliate's indemnification obligations shall remain in full force and effect regardless of the legal grounds for such claims or actions, and they shall survive the termination or expiration of this Agreement.

SECTION 14. SEVERABILITY 

In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation.

The Agreement, as so modified, shall continue in full force and effect.

SECTION 15. JUDICIAL ACTION FOR PROVISIONAL RELIEF 

RewardLion shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including without limitation a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party's rights to adjudicate the merits of the dispute by arbitration. 

The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to RewardLion for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event RewardLion shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party. 

SECTION 16. FORCE MAJEURE

No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided. “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.