Aplos, Raisely & Keela Referral Program Agreement

Program Participation and Acceptance

Non-Exclusivity. This Agreement does not establish an exclusive relationship between the Partner/Customer Referrer and the Company. Both parties retain the right to recommend and engage with third-party products, services, and partners.

Partner Acceptance. Upon completion of an application to join the Program, the Company will review the application and, in its sole discretion, notify you of acceptance or rejection. The Company reserves the right to require that you complete certain certifications or requirements before acceptance. Your participation in the Program is contingent upon your continued compliance with all terms of this Agreement.

Commission and Payment

Qualifying Customer Transaction. For each new customer who completes an applicable Customer Transaction after being introduced by you via the unique affiliate link provided by the Company (an "Affiliate Link"), you shall be eligible to receive a commission ("Commission"). A Customer Transaction shall be considered a "Qualifying Customer Transaction" only if:

• The customer is new to the Company and is not, and has not been, a pre-existing customer or an active lead in the Company's sales process within the preceding sixty (60) days.
• The customer's initial purchase or subscription service occurs within the timeframe specified in the Company's Affiliate Tool.
• The Partner/Customer Referrer is not receiving a bulk discount price or any other pre-negotiated volume-based pricing or special organizational rate on the referred customer's purchase or subscription. Referrals made under any such special pricing agreements are not eligible for a Commission.

Payment Terms. Commission payments shall be processed and disbursed within forty-five (45) days following the end of the calendar month in which the corresponding amounts are collected by the Company. Payment is contingent upon you having a valid and current payment method and all required tax documentation on file with the Company.

Forfeiture of Commission. Notwithstanding the foregoing, if you fail to meet all payment requirements for six (6) months following the close of a Customer Transaction, your right to receive the associated Commission shall be permanently forfeited.

Taxes. The Partner/Customer Referrer shall be solely responsible for the payment of all taxes, fees, and other costs applicable to the Commission payments.

Partner Covenants and Prohibited Activities

Partner Representations and Warranties. You represent, warrant, and covenant that you will:

• Use commercially reasonable efforts to promote the Company in a competent and professional manner that reflects favorably on the Company’s goodwill and reputation.
• Comply with all applicable federal, state, and local laws and regulations.
• Ensure that you are in compliance with any trade or regulatory requirements applicable to your participation in the Program.

Employee and Organizational Approval. If you are an employee, officer, or agent of a company or organization, you represent and warrant that you have obtained all necessary approvals from your employer or organization to participate in this Program and to accept any commissions, payments, or other compensation resulting from your participation. You shall be solely responsible for ensuring that your participation in the Program does not violate any internal policies, ethics rules, or other regulations of your employer. The Company shall not be liable for any claims, damages, or liabilities arising from your failure to obtain such approvals.

Prohibited Activities. You shall not engage in any deceptive, misleading, illegal, or unethical marketing activities. Prohibited activities include, but are not limited to:

• Sending unsolicited email (spam) or other electronic messages.
• Making false, misleading, or unauthorized representations or warranties regarding the Company or its services.
• Purchasing advertising or bidding on keywords that compete with the Company's own advertising efforts.
• Cookie stuffing, using pop-ups, or employing false or misleading links.
• Using any automated devices (e.g., bots, robots, or hidden frames) to generate leads.

Disclosure. It is your sole responsibility to clearly and conspicuously disclose your referral relationship with the Company to all potential customers.