Affiliate Agreement

1. Agreement to Terms

This Affiliate Agreement ("Agreement") is a legally binding contract between you ("Affiliate," "you," or "your") and Waddy, Inc. ("Waddy," "we," "us," or "our"). By applying to or participating in the Waddy Affiliate Program (the "Program"), you agree to be bound by this Agreement, our Terms of Service, and our Privacy Policy.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to this Agreement.

2. Eligibility

To participate in the Program, you must:

• Be at least 18 years old and legally able to enter into a binding contract;
• Reside in a jurisdiction where participation is not prohibited by law;
• Provide accurate registration information and keep it current;
• Own or have authorization to operate the websites, social accounts, or other channels through which you promote Waddy;
• Comply with all applicable laws, including the FTC Endorsement Guides (16 CFR § 255), CAN-SPAM Act, and any foreign equivalents.

We reserve the right to accept or reject any application at our sole discretion. Acceptance is not guaranteed and may be revoked at any time.

3. How the Program Works

3.1 Affiliate Links

Upon approval, you will receive a unique affiliate code and one or more tracking links (e.g., https://app.waddy.us/register?ref=YOUR_CODE). You must use these links unmodified when referring prospective customers to Waddy.

3.2 Attribution Window

Attribution is determined by first-touch cookie matching with a 60-day attribution window. If a visitor clicks your affiliate link and then signs up for a paid Waddy plan within 60 days, the referral is credited to you, subject to the qualification rules below.

3.3 Qualifying Conversion

A "Qualifying Conversion" occurs when a referred organization:

1. Creates a new Waddy account using your affiliate link;
2. Starts a paid subscription (not a free trial) and completes at least one successful payment;
3. Remains in active, paid status (not refunded, not canceled within the 30-day holdback period, and not charged back by the payment processor).

Conversions that do not meet all three criteria do not earn commission.

4. Commission, Holdback, and Payouts

4.1 Commission Structure

Commissions are variable. Your current rate is displayed in your Affiliate Portal at app.waddy.us/affiliate-portal and is the authoritative source at any given time. Rates may take either of the following forms:

• Flat: a fixed dollar amount per Qualifying Conversion; or
• Percentage: a percentage of the referred customer's first-period subscription fee.

We may offer different rates to different affiliates and may run limited-time promotions, campaign-specific rates, or tiered rates based on volume or partner category. Any promotional or custom rate applies only during its stated window and to conversions that occur within that window. Outside of an active promotion or custom arrangement, the standard rate shown in your Affiliate Portal applies.

We may change commission rates at any time on at least 30 days' written notice (via email or the Affiliate Portal). Rate changes are not retroactive: conversions earned before the effective date are paid at the rate in effect at the time of conversion.

4.2 Holdback Period

Commissions are held for 30 days after the Qualifying Conversion to account for refunds, cancellations, and chargebacks. Only commissions that remain valid after the holdback period become payable.

4.3 Payout Threshold and Method

The minimum payout threshold is $100 USD. Payouts are processed via Stripe Connect or, where Stripe Connect is unavailable, via manual ACH or check at our discretion. You are responsible for maintaining a valid payout account.

4.4 Clawback

If a referred customer's payment is refunded, reversed, or charged back, or if fraud is detected, we may reverse the corresponding commission even after payout. Recoverable amounts may be offset against future commissions or invoiced to you directly.

4.5 Currency

All commissions are denominated and paid in U.S. dollars. You are responsible for any currency conversion fees or bank charges on your end.

5. Prohibited Activities

You may not, directly or indirectly:

• Self-refer — use your own affiliate link to sign up yourself, your employer, or an organization you control;
• Incentive stack — combine your commission with rebates, cashback, or other incentives offered to the referred customer without our prior written consent;
• Trademark bid — bid on "Waddy," "waddy.us," "usewaddy," or confusingly similar terms in paid search (Google Ads, Bing Ads, etc.);
• Spam — send unsolicited email, SMS, or messages in violation of CAN-SPAM, TCPA, or equivalent laws;
• Misrepresent Waddy's features, pricing, guarantees, or relationship with you;
• Post fake reviews or manufactured testimonials on review sites, app stores, or social media;
• Cookie stuff — drop tracking cookies without a genuine user click;
• Register domains containing "waddy" or confusingly similar terms;
• Impersonate Waddy, our employees, or our customers;
• Target minors or promote on platforms primarily directed at children under 13;
• Modify affiliate tracking links or parameters;
• Promote Waddy alongside illegal, adult, hateful, or otherwise objectionable content.

Violation of any of the above voids all associated commissions and is grounds for immediate termination. We may also pursue legal remedies and cost recovery.

6. Required Disclosures (FTC Compliance)

You must clearly and conspicuously disclose your affiliate relationship with Waddy in every piece of promotional content, in accordance with the Federal Trade Commission's Endorsement Guides (16 CFR § 255). Examples of compliant disclosures include:

• "I'm a Waddy affiliate — I earn a commission if you sign up through this link."
• "Affiliate link. I may be compensated if you make a purchase."
• "#ad" or "#affiliate" on short-form platforms (TikTok, Instagram, X), placed where viewers will see it before engaging.

Disclosures must appear in the same medium as the endorsement, in language the audience will understand, and not buried in a link list or at the end of a long post. Failure to disclose is a violation of this Agreement and federal law.

7. Trademark and Brand Use

During your active participation in the Program, we grant you a limited, non-exclusive, revocable, non-transferable license to use the "Waddy" name and logo solely to promote Waddy and drive referrals under this Agreement. You must:

• Use only logos and assets we publish in the Affiliate Portal;
• Not modify, recolor, or distort the logo;
• Not imply a partnership, employment, or endorsement relationship beyond what this Agreement provides;
• Cease all use immediately upon termination of this Agreement.

All goodwill arising from your use of Waddy marks inures to Waddy. Nothing in this Agreement transfers ownership of any trademark, copyright, or other intellectual property.

8. Independent Contractor Relationship

You are an independent contractor. This Agreement does not create an employer–employee, agency, joint-venture, partnership, or franchise relationship. You have no authority to bind Waddy or make representations on its behalf. You are responsible for your own taxes, insurance, and business expenses.

For affiliates based in the United States earning more than $600 in a calendar year, Waddy will issue a Form 1099-NEC as required by the IRS. You are responsible for providing a valid Form W-9 upon request. For affiliates outside the United States, you must provide a valid Form W-8BEN or equivalent certification.

9. Confidentiality

You may receive access to non-public information about Waddy, including commission structures, product roadmaps, and customer information. You agree to keep such information strictly confidential and use it only to perform under this Agreement. This obligation survives termination for five (5) years.

10. Data and Privacy

Our handling of personal data relating to you and visitors who click your affiliate links is governed by our Privacy Policy. You agree to maintain your own privacy policy where required by law, to honor the privacy rights of anyone you communicate with under this Program, and to comply with GDPR, CCPA, and any other applicable privacy regulations.

11. Term, Termination, and Survival

11.1 Term

This Agreement begins on the date we approve your application and continues until terminated by either party.

11.2 Termination for Convenience

Either party may terminate this Agreement at any time for any reason on 14 days' written notice (email acceptable).

11.3 Termination for Cause

We may suspend or terminate your participation immediately, without notice, if we reasonably believe you have violated this Agreement, engaged in fraud, or damaged Waddy's reputation.

11.4 Effect of Termination

Upon termination: (a) you must cease all use of Waddy trademarks and affiliate links within 5 business days; (b) pending commissions earned before termination remain payable after the holdback period, subject to clawback for fraud or violations; (c) commissions on conversions completed after the termination date are not payable.

11.5 Survival

Sections 4.4 (Clawback), 5 (Prohibited Activities, for past conduct), 7 (Trademarks), 9 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), and 15 (Dispute Resolution) survive termination.

12. Disclaimer of Warranties

THE PROGRAM IS PROVIDED "AS IS." WADDY MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING CONVERSION RATES, EARNINGS POTENTIAL, PROGRAM AVAILABILITY, OR TRACKING ACCURACY. ANY PROJECTED EARNINGS ARE ILLUSTRATIVE ONLY AND NOT GUARANTEED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WADDY'S TOTAL AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL COMMISSIONS WE PAID YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100). IN NO EVENT WILL WADDY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

14. Indemnification

You agree to indemnify, defend, and hold harmless Waddy and its officers, directors, employees, and agents from any claim, loss, damage, or expense (including reasonable attorneys' fees) arising from: (a) your breach of this Agreement; (b) your promotional content or statements; (c) your violation of any law, including the FTC Endorsement Guides, CAN-SPAM, or TCPA; or (d) your infringement of any third-party right.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal proceeding, you agree to contact us at legal@waddy.us and attempt to resolve the dispute informally for at least 30 days.

15.2 Binding Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Delaware, USA, and judgment on the award may be entered in any court of competent jurisdiction.

15.3 Class Action Waiver

You and Waddy agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

15.4 Governing Law

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

16. Modifications

We may modify this Agreement from time to time. Material changes will be communicated by email or via the Affiliate Portal at least 14 days before they take effect. Continued participation in the Program after the effective date constitutes acceptance of the modified Agreement.

17. General Provisions

17.1 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between you and Waddy regarding the Program.

17.2 Severability

If any provision is held unenforceable, the remaining provisions continue in full force and effect.

17.3 Assignment

You may not assign this Agreement without our prior written consent. We may assign freely.

17.4 No Waiver

Our failure to enforce any right or provision does not waive that right or provision.

17.5 Electronic Signatures

You consent to receiving communications electronically and agree that electronic acceptance (e.g., checking a box or clicking "I agree") has the same legal effect as a handwritten signature.

18. Contact

For questions about this Agreement or the Program, contact: