Partner and Affiliate Referral Agreement

1. Program Participation

The Company may approve individuals or businesses to participate in the Content Flight referral program. Participants act solely as independent contractors and are not employees, agents, or representatives of the Company. Nothing in this Agreement creates any partnership, joint venture, or employment relationship.

The Company reserves the right to approve, suspend, or terminate participation in the referral program at its sole discretion.

2. Definitions

For purposes of this Agreement:

3. Referral Attribution

A customer will be considered a Referred Customer only if the customer registers for the Platform through the Participant’s referral link, invitation, or referral code and the referral is recorded in the Company’s tracking system.

If more than one party claims referral credit for the same customer, the first referral recorded in the Company’s system will control.

Referral attribution applies only to new customers who have not previously registered with the Platform.

The Company’s internal records and tracking systems will be final and controlling for purposes of determining referral attribution.

4. Partner Program

Partners may invite customers to the Platform using the Company’s referral system. Customers referred by a Partner will receive a ten percent (10%) discount on subscription fees for the first twelve (12) months of their subscription. After twelve months, the subscription will revert to standard pricing unless otherwise determined by the Company.

Partners will receive a commission equal to twenty percent (20%) of Subscription Revenue paid by the Referred Customer during the first twelve months of the customer’s subscription.

After the initial twelve-month period, the Partner will continue receiving a 20% commission for any month in which the Partner remains designated as a Manager within the customer’s Workspace. If the Partner is removed as Manager, commission eligibility for future months will end.

If a Referred Customer upgrades or downgrades their subscription plan, commissions will be calculated based on the actual amount paid by the customer during each eligible month.

5. Affiliate Program

Affiliates may refer customers to the Platform using their referral link or referral code. Affiliates will receive a commission equal to thirty percent (30%) of Subscription Revenue paid by the Referred Customer during the first twelve (12) months following the customer’s initial subscription.

Affiliate commissions end after the initial twelve-month period. Affiliates do not receive access to Workspace or the ability to manage customer accounts.

6. Commission Eligibility and Payments

Commissions are earned only when a valid subscription payment is received by the Company.

Commissions will not be paid on refunded payments, chargebacks, disputed transactions, fraudulent payments, or unpaid invoices. If a payment that generated a commission is later refunded or reversed, the Company may deduct the corresponding commission amount from future payments owed to the Participant.

If a Referred Customer cancels their subscription and later returns to the Platform, the returning subscription will not be treated as a continuation of the original referral, and no commissions will be paid for the new subscription.

Commission payments are typically issued monthly, within approximately thirty (30) days following the end of the applicable month. Commission payments will only be issued once the Participant’s accrued commissions exceed $100 USD, after which payment will be issued. Amounts below this threshold will carry forward to future payment periods.

The Company may temporarily withhold commission payments if referral attribution is disputed, if payment disputes are pending, or if the Company reasonably believes fraud or abuse may have occurred.

7. Workspace Access for Partners

Where a Partner is designated as a Manager within a customer Workspace, the Partner may access and manage the Workspace on behalf of the customer. This may include assisting with content management, platform configuration, and platform usage.

Partners may access customer data only to the extent authorized by the customer.

Manager status within a Workspace is determined solely by the permissions recorded in the Platform. Customers are responsible for adding or removing Manager permissions. Commission eligibility tied to Manager status will be determined based on the designation recorded within the Platform.

8. Customer Ownership

All customers who subscribe to the Platform are customers of Content Flight LLC, not of the Participant. The Company retains full control over customer relationships, including pricing, billing, platform policies, and product features.

Participants do not acquire ownership rights to customer accounts.

9. Referral Program Abuse

Participants may earn commissions for any legitimate customer who subscribes through their referral link, including entities with which they are affiliated.

However, Participants may not engage in conduct intended to manipulate or abuse the referral program, including creating fake accounts, generating non-legitimate transactions, repeatedly canceling and recreating accounts to restart commission eligibility, or using deceptive or automated methods to generate referrals.

The Company may withhold or reverse commissions generated through abusive or fraudulent conduct.

10. Marketing Compliance

Participants must comply with all applicable marketing and advertising laws when promoting the Platform.

Participants may not engage in spam marketing, deceptive advertising, or unauthorized promotional claims regarding the Platform.

11. Brand Usage

Participants may use Company trademarks, logos, or branding solely for the purpose of promoting the Platform and only in a manner approved by the Company. The Company may revoke permission to use its branding at any time.

12. Anti-Poaching

During the term of this Agreement and for twelve months following termination, Participants may not solicit for employment any employee or contractor of the Company involved in the Platform or referral program.

13. Non-Circumvention

Participants may not attempt to circumvent the Company’s billing systems, referral tracking systems, or platform services. Participants may not interfere with the Company’s billing relationship with customers or redirect customers to competing products using Company technology or confidential information.

14. Confidentiality

Participants may receive confidential information regarding the Company, the Platform, or its customers. Participants agree to keep such information confidential and use it only for purposes related to this Agreement.

15. Limitation of Liability

To the maximum extent permitted by Texas law, the Company will not be liable for indirect, incidental, consequential, or punitive damages arising from this Agreement.

The Company’s total liability under this Agreement will not exceed the total commissions paid to the Participant during the twelve months preceding the claim.

16. Term and Termination

This Agreement will remain in effect until terminated by either party. Either party may terminate the Agreement at any time upon written notice.

Upon termination, future commissions will cease and access to referral tools may be revoked. Commissions earned prior to termination will remain payable.

17. Program Modifications

The Company may modify the referral program, commission structure, or eligibility requirements for future referrals at any time. Continued participation in the program constitutes acceptance of such modifications.

18. Dispute Resolution

Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

The arbitration will take place in the State of Texas, and the decision of the arbitrator will be final and binding. The parties waive any right to participate in class actions or class arbitration.

19. Governing Law

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

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the referral program and supersedes all prior agreements or discussions relating to the program.