Partner Terms

1. The Agreement

This Tier 2 Partner Agreement (the "Agreement") is a binding contract between LinkSplash Labs Inc., a Delaware corporation ("LinkSplash," "we," "us"), and the person or entity approved into the LinkSplash Tier 2 Partner Program ("Partner," "you"). By applying to the Program, checking the acceptance box on the application, or participating in the Program after approval, you agree to this Agreement. Version: 2026-08.

The Program is application or invitation based. LinkSplash may accept or reject any application at its discretion. This Agreement covers Tier 2 cash-commission partners. The separate User Referral Credit Terms govern the standard 20% account-credit referral program for regular users.

2. Independent contractor

You are an independent contractor. Nothing in this Agreement creates an employment, agency, joint venture, franchise, or partnership (in the legal sense) relationship between you and LinkSplash. You have no authority to bind LinkSplash, make promises on its behalf, or accept payment for it. You are solely responsible for your own taxes, insurance, equipment, and expenses.

3. Commissions

Approved partners earn a 50% recurring commission on eligible subscription payments from customers attributed to your active partner code or link. Commissions are computed net of refunds, chargebacks, disputes, and payment-processor reversals.

Commissions are held for 30 days after the underlying invoice is paid before becoming eligible for payout. Payouts require a minimum eligible balance of $25 USD, are made in USD only, are reviewed and approved by LinkSplash staff in monthly batches, and are paid via Stripe Connect. Payout requires an active, approved partner account in good standing and completed Stripe Connect onboarding.

Payouts are available only to partners with a supported Stripe Connect account — currently partners in the United States and Canada. Partners outside supported regions may still participate; their commissions accrue but cannot be paid out until the partner is in a supported region with a completed Stripe Connect account.

No earnings are guaranteed. Past commissions do not predict future commissions, and you must not represent otherwise to anyone.

4. Clawbacks and adjustments

LinkSplash may reverse, withhold, offset, or claw back any commission (paid or unpaid) attributable to refunds, chargebacks, disputes, fraud, abuse, self-referrals, billing or attribution errors, cancelled or unpaid subscriptions, or violations of this Agreement. Negative balances carry forward against future payouts, and LinkSplash may invoice you for clawed-back amounts already paid out.

Except in cases of fraud or your breach of this Agreement, LinkSplash will not claw back an already-paid commission more than 180 days after the payout that included it. No time limit applies to clawbacks arising from fraud.

5. Self-referral and coupon abuse

You may not use your own partner code or link for your own accounts or accounts you control, and you may not earn commission on your own purchases. You may not post partner codes to coupon or deal aggregation sites, misrepresent the discount, run purchase-incentive schemes not approved by LinkSplash, or otherwise game attribution. Violations void the related commissions and may result in termination.

6. No multi-tier recruiting and no fees

The Program is single-tier. You are not paid for recruiting other partners, and no commission is based on another partner's sales. There are no buy-in, sign-up, or participation fees, and you must never present the Program as a multi-level or recruitment-based opportunity.

7. Free Pro access

While you remain an approved partner in good standing, LinkSplash provides you free access to the LinkSplash Pro plan for your own account as a Program benefit. This benefit is promotional, non-transferable, has no cash value, and is automatically revoked when this Agreement terminates or your partner status is suspended or revoked.

8. Trademark license

LinkSplash grants you a limited, revocable, non-exclusive, non-transferable license to use the LinkSplash name, logo, and marketing assets that LinkSplash makes available or approves, solely to promote LinkSplash under this Agreement. You may not alter approved assets, use the marks in your own product or company name, register or use any domain name, social handle, or app name confusingly similar to "LinkSplash," or bid on "LinkSplash" or confusingly similar terms as search-engine advertising keywords. You may not sublicense the marks to anyone. LinkSplash may review your use of the marks and require changes to maintain quality and consistency. All goodwill from your use of the marks inures to LinkSplash. The license ends when this Agreement ends.

9. Required disclosure (FTC)

You must clearly and conspicuously disclose your material connection to LinkSplash whenever you promote it, as required by the FTC Endorsement Guides, 16 CFR § 255.5. Use the following approved wording (or a translation with the same meaning), placed where a viewer will see it before or alongside your link: "I earn a commission if you subscribe through my link." The disclosure must appear on each promotional post, video, or page — a bio-only or about-page-only disclosure is not sufficient. LinkSplash may monitor your promotions and require correction or removal of non-compliant content; failure to comply is cause for termination.

10. Email marketing

You may not send commercial email promoting LinkSplash to any recipient without that recipient's lawful consent under all applicable law, including Canada's Anti-Spam Legislation (CASL) and the U.S. CAN-SPAM Act. Purchased, rented, or scraped email lists are prohibited. Every email you send must identify you as the sender, include your valid physical postal address (15 U.S.C. § 7704(a)(5)), use truthful, non-misleading subject lines and header information, include a working unsubscribe mechanism, and honor opt-outs promptly.

You must send solely in your own name — never "on behalf of" LinkSplash or in a way that suggests LinkSplash is the sender. You must retain proof of each recipient's consent and produce it to LinkSplash on request. You will indemnify LinkSplash for any claim, fine, or penalty arising from your email or messaging practices.

11. Conduct

You must not misrepresent LinkSplash or its pricing, make earnings or outcome guarantees, spam, buy fake or incentivized traffic, impersonate LinkSplash, or engage in deceptive, unlawful, or brand-damaging promotion. You are responsible for complying with all laws applicable to your promotional activity in every jurisdiction you target.

12. Taxes and Stripe Connect

Payout is conditional on completing Stripe Connect onboarding, including any identity, banking, and tax information Stripe or LinkSplash requires. You are responsible for all taxes on your commissions. For U.S. partners, LinkSplash (through its payment providers) will file Form 1099-NEC where required by law, and you agree to cooperate with reasonable tax-documentation requests (such as W-9 or W-8 forms). LinkSplash may withhold payouts until required tax documentation is complete, and may apply backup withholding where required by law.

13. Term and termination

This Agreement starts when you are approved and continues until terminated. Either party may terminate for convenience at any time with notice (LinkSplash may notify via email or the partner dashboard). LinkSplash may terminate or suspend immediately for cause, including fraud, abuse, or breach of this Agreement.

On termination, your license to use LinkSplash marks and your free Pro access end, and your code and links are deactivated. Eligible commissions accrued before termination for convenience are paid in the normal payout cycle. On termination for cause, only commissions attributable to the violation are forfeited; untainted commissions accrued before termination remain payable in the normal payout cycle, net of Section 4 adjustments. Sections 2, 4, 8 (as to cessation of use), 10 (as to indemnity), 12, and 15–18 survive termination.

14. Program changes

LinkSplash may modify Program rates, eligibility, payout rules, benefits, or this Agreement. Material changes will be announced with at least 14 days' notice via email or the partner dashboard, and apply prospectively to commissions accrued after the effective date. Continued participation after the effective date is acceptance. If you do not accept a change, your remedy is to terminate under Section 13. In the event of conflict between marketing materials and this Agreement, this Agreement controls.

15. Disclaimers and limitation of liability

The Program and the LinkSplash service are provided "as is" without warranties of any kind. To the maximum extent permitted by law, LinkSplash is not liable for indirect, incidental, consequential, special, or punitive damages, or lost profits or revenue, and LinkSplash's total liability under this Agreement is capped at the commissions paid to you in the six (6) months before the event giving rise to the claim.

16. Indemnity

You will defend, indemnify, and hold harmless LinkSplash and its officers, employees, and agents from any third-party claim, fine, penalty, loss, or expense (including reasonable attorneys' fees) arising from your promotional activities, your content, your breach of this Agreement, or your violation of law, including advertising, endorsement-disclosure, anti-spam, and privacy laws.

17. Governing law; arbitration; class waiver

Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.

Arbitration. Except as provided below, any dispute arising out of or relating to this Agreement or the Program will be resolved by final, binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Delaware (with hearings conductable remotely). LinkSplash will pay the arbitration filing fees and administrative costs that exceed what you would have paid to file the same claim in court.

Carve-outs. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court for actual or threatened infringement or misuse of intellectual property or trademarks.

Class-action and jury-trial waiver. Each party may bring claims against the other only in an individual capacity, not as a plaintiff or class member in any class, consolidated, or representative proceeding, and each party waives the right to a jury trial. The arbitrator may not consolidate claims or preside over any class proceeding. If this class-action waiver is found unenforceable as to a particular claim, then this entire arbitration section (other than this sentence and the governing-law paragraph) does not apply to that claim, and it must be resolved in court — class arbitration is not permitted in any circumstance.

Opt-out. You may opt out of this arbitration section by sending written notice to LinkSplash's partner-support email within 30 days of first accepting this Agreement, stating your name, account email, and intent to opt out. If you opt out (or where arbitration does not apply), the state and federal courts located in Delaware have exclusive jurisdiction, and both parties consent to personal jurisdiction and venue there.

18. Miscellaneous

Assignment. You may not assign or transfer this Agreement without LinkSplash's prior written consent. LinkSplash may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of assets.

Severability; no waiver. If any provision is held unenforceable, the remainder stays in effect, except that the class-action waiver in Section 17 severs as described there (arbitration falls away for the affected claim rather than permitting class arbitration). Failure to enforce a provision is not a waiver of it.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except your payment and indemnity obligations.

Notices. LinkSplash may give notice by email to your account email address or via the partner dashboard, and notice so given is deemed given. You may give notice to LinkSplash's designated partner-support contact.

Entire agreement. This Agreement is the entire agreement between the parties about the Program and supersedes prior partner terms, including the version dated July 5, 2026.