8frame Affiliate Program Terms

1. Definitions

For purposes of this Agreement:

• "8frame" means the Company's software products and services, including the 8frame agentic creative OS and any related subscription plans, credit packs, or other paid offerings made available by Eight Tech.
• "Affiliate Platform" means the third-party affiliate and referral management software we use to operate and track the Program, currently Tolt, or any successor or replacement platform designated by us.
• "Affiliate Account" means the account you maintain in the Program via the Affiliate Platform.
• "Affiliate Link" means a unique URL, code, or tracking mechanism assigned to you via the Affiliate Platform for the purpose of identifying you as the referring party.
• "Referred Customer" means a new customer who:
  • accesses 8frame via your Affiliate Link;
  • completes a valid sign-up and makes at least one Eligible Purchase; and
  • is accepted by us as a customer in our sole discretion.
• "Eligible Purchase" means a Qualifying Subscription Purchase or a Qualifying Credit Purchase, as defined below, that is properly tracked to your Affiliate Account and not excluded under these Terms.
• "Qualifying Subscription Purchase" means the initial purchase and any subsequent paid renewal of a 8frame subscription plan by a Referred Customer.
• "Qualifying Credit Purchase" means any one-time purchase of 8frame usage credits (or similar one-time credit packs) by a Referred Customer.
• "Net Revenue" means amounts actually received by Eight Tech from Eligible Purchases, excluding:
  • any taxes (including VAT, sales tax, or similar);
  • payment processing fees;
  • refunds, chargebacks, and disputed payments;
  • discounts, coupons, or promotional credits; and
  • any amounts paid to third parties.
• "Commission" means the compensation payable to you under Section 5 of these Terms.
• "Program Materials" means any documentation, creatives, brand assets, guidelines, and other materials we provide or make available to you for the purposes of the Program.

2. Eligibility and Enrollment

2.1 Application. To join the Program, you must submit an application through the Affiliate Platform or via any other process designated by us. We may require information about you or your business, including how you intend to promote 8frame.

2.2 Acceptance. Enrollment is not automatic. We may accept or reject any application, or terminate your participation, in our sole discretion, with or without reason.

2.3 Ineligible Participants. Without limiting the generality of the foregoing, we may reject or remove Affiliates whose content or activities we deem, in our discretion, to be illegal, misleading, harmful, offensive, harassing, or otherwise inconsistent with our brand or policies.

3. Affiliate Account and Tracking

3.1 Affiliate Account. Once accepted, you will receive access to your Affiliate Account on the Affiliate Platform, including your Affiliate Links and any available analytics or reporting.

3.2 Tracking. Referred Customers and Eligible Purchases are tracked using the Affiliate Platform and any related tracking technology. You acknowledge and agree that:

• tracking is subject to technical limitations; and
• our records (or the records of the Affiliate Platform) will be final and binding for purposes of determining eligibility, attribution, and Commission.

3.3 Attribution. We will determine, in our sole discretion, whether a given customer or purchase is associated with your Affiliate Link and therefore qualifies as a Referred Customer or Eligible Purchase. We may use "last-click" or other attribution models and may change these models from time to time in the Affiliate Platform.

3.4 No Retroactive Attribution. We are not required to pay Commission for customers or purchases that are not properly tracked through your Affiliate Link via the Affiliate Platform, including where tracking is blocked, deleted, or interfered with (for example, due to ad blockers, cookie settings, or user privacy settings).

4. Qualified Referrals and Exclusions

4.1 Qualified Referrals Only. You will earn Commission only on Eligible Purchases made by Referred Customers that we consider valid under these Terms.

4.2 Non-Qualified Referrals. The following, without limitation, do not qualify as Referred Customers or Eligible Purchases:

• self-referrals or purchases made by you, your employees, or your direct household;
• customers who were already in our database, trialing, or paying customers before clicking your Affiliate Link (as determined by us or the Affiliate Platform);
• fraudulent, test, or duplicate accounts;
• accounts created primarily for the purpose of generating Commission; or
• any purchase that is subject to a refund, chargeback, or non-payment.

4.3 Misuse. We reserve the right to withhold or reverse Commission, suspend payouts, or terminate your participation if we, in our discretion, determine that:

• you have engaged in fraud, abuse, or violation of these Terms; or
• your referrals or traffic are of questionable quality or legality.

5. Commission Structure and Payment

5.1 Commission Rate. Subject to these Terms, you will earn a Commission equal to twenty percent (20%) of Net Revenue from Eligible Purchases by Referred Customers.

5.2 Eligibility Period (12 Months). For each Referred Customer, you are eligible to earn Commission on Eligible Purchases (subscriptions and credit packs) for a period of twelve (12) months starting from the date of the Referred Customer's first Eligible Purchase (the "Referral Period").

After the Referral Period ends, no further Commission will accrue for that Referred Customer, even if they continue to use or pay for 8frame.

5.3 Subscriptions and One-Time Credits. Eligible Purchases for Commission include:

• Qualifying Subscription Purchases: initial subscription purchase and subsequent paid renewals during the Referral Period; and
• Qualifying Credit Purchases: one-time purchases of credit packs (or similar products) during the Referral Period.

5.4 Net Revenue Basis. Commission is calculated on Net Revenue only, as defined in Section 1.

5.5 Payout Schedule. Unless otherwise specified in the Affiliate Platform or in a written addendum:

• Commission is calculated on a periodic (typically monthly) basis;
• payouts are made approximately 30 days after the end of the period in which the corresponding Eligible Purchases occurred; and
• payouts are subject to a minimum payout threshold that we or the Affiliate Platform may specify.

We may change the payout frequency, method, or thresholds at any time with or without notice, by updating these Terms and/or settings in the Affiliate Platform.

5.6 Payment Method. Commissions will be paid via the payout methods supported by the Affiliate Platform (for example, bank transfer, payment processor, or other supported providers). You are responsible for providing accurate payment details in the Affiliate Platform and keeping them up to date.

5.7 Taxes. You are solely responsible for any taxes, duties, or other governmental charges arising from or related to the Commission you receive. We may withhold taxes as required by applicable law.

5.8 Adjustments. We may adjust or offset any Commission to account for refunds, chargebacks, non-payment, suspected fraud, or other irregularities. If Commission has already been paid on a transaction that is later refunded or charged back, we may deduct the corresponding amount from future payouts or require reimbursement, including via adjustments in the Affiliate Platform.

6. Promotion Guidelines

6.1 Responsible Marketing. You agree to promote 8frame in a truthful, ethical, and lawful manner and to comply with all applicable laws, rules, and regulations, including those relating to advertising, privacy, consumer protection, and anti-spam.

6.2 Affiliate Disclosure. You must clearly and conspicuously disclose your affiliate relationship with Eight Tech wherever you promote 8frame, in accordance with applicable laws and guidelines (including, where applicable, the U.S. Federal Trade Commission's endorsement guidelines).

6.3 Brand Usage. We grant you a limited, non-exclusive, revocable license to use our name, trademarks, and Program Materials solely in connection with legitimate promotion of 8frame under these Terms. You must follow any brand guidelines we provide and may not modify our marks without prior written consent.

6.4 Prohibited Activities. Without our prior written consent, you must not:

• bid on or use our trademarks, or variations thereof, as keywords in search engine marketing or paid advertising;
• misrepresent yourself as Eight Tech, as an employee of Eight Tech, or as being officially endorsed beyond your participation in the Program;
• make any false, misleading, or unsubstantiated claims about 8frame or its features, pricing, or performance;
• use spam, unsolicited bulk email, or any other intrusive or deceptive marketing tactics;
• place Affiliate Links on websites or platforms that contain illegal, hateful, pornographic, or otherwise inappropriate content; or
• use coupon, voucher, or "deal" sites in a misleading way, or promote unapproved discounts.

We may update or expand this list of prohibited activities at our discretion.

7. Confidentiality and Data Protection

7.1 Confidential Information. Any non-public information we provide to you, including information about 8frame, our customers, pricing, business plans, or the Program, is confidential. You must not disclose such information to any third party without our prior written consent, except as required by law.

7.2 Data Protection. If, in connection with the Program, you process any personal data of Referred Customers or prospects, you agree to comply with all applicable data protection and privacy laws. You must not sell, rent, or misuse such data and may only use it in connection with lawful promotion of 8frame and in accordance with these Terms.

8. Term and Termination

8.1 Term. These Terms apply from the date we accept you into the Program and continue until terminated by either party under this Section.

8.2 Your Right to Terminate. You may terminate your participation in the Program at any time by providing written notice to us or by closing your Affiliate Account via the Affiliate Platform, if such option is available.

8.3 Our Right to Terminate or Suspend. We may suspend or terminate your participation in the Program, or any portion thereof, at any time, with or without cause, with or without notice, and without liability to you. This may include disabling your Affiliate Account in the Affiliate Platform.

8.4 Effect of Termination. Upon termination:

• your right to participate in the Program and use Affiliate Links and Program Materials immediately ceases;
• we may disable your Affiliate Links and access to the Affiliate Account on the Affiliate Platform;
• you will be entitled only to Commission properly earned on Eligible Purchases that occurred prior to the effective date of termination, subject to any adjustments; and
• no further Commission will accrue after termination, even if Referred Customers continue to purchase or renew.

8.5 Survival. Sections that by their nature should survive termination (including, without limitation, those relating to confidentiality, payment adjustments, disclaimers, limitations of liability, and governing law) shall survive termination of this Agreement.

9. Disclaimer of Warranties

The Program, 8frame, the Affiliate Platform, the Affiliate Account, and all related services and materials are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

We do not guarantee that the Program, the Affiliate Platform, or tracking will be uninterrupted or error-free, or that any particular level of referrals, sales, or Commission will be achieved.

10. Limitation of Liability

To the maximum extent permitted by law:

• in no event will Eight Tech be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages (including loss of revenue, profits, goodwill, or data), whether in contract, tort, or otherwise, arising out of or related to the Program, the Affiliate Platform, or this Agreement; and
• our aggregate liability to you for any and all claims arising out of or related to the Program, the Affiliate Platform, or this Agreement shall not exceed the total amount of Commission actually paid to you under the Program during the six (6) months immediately preceding the event giving rise to the claim.

11. Indemnification

You agree to indemnify, defend, and hold harmless Eight Tech and its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your participation in the Program;
• your breach of this Agreement;
• your promotional activities, content, or communications; or
• your violation of any applicable law or third-party right.

12. Independent Contractors

You and Eight Tech are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You have no authority to make or accept any offers or representations on our behalf.

13. Modifications

We may modify these Terms, the Commission structure, or any aspect of the Program at any time, in our sole discretion.

We will endeavor to provide notice of material changes (for example, by updating this page, posting a notice in the Affiliate Platform, or sending an email). Your continued participation in the Program after such changes become effective constitutes your acceptance of the modified Terms.

If you do not agree to any change, your sole remedy is to terminate your participation in the Program.

14. Governing Law and Dispute Resolution

14.1 Governing Law. This Agreement and any dispute or claim arising out of or relating to it shall be governed by and construed in accordance with the laws of the United States and, without regard to conflict of law principles, the laws of the State of Delaware.

14.2 Venue. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Delaware, and you hereby consent to the personal jurisdiction of such courts.

15. Miscellaneous

15.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Eight Tech regarding the Program and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

15.2 Assignment. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign or transfer this Agreement at any time without notice.

15.3 Waiver. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

15.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.5 Notices. We may provide notices to you via email, the Affiliate Platform, or by posting on our website. You are responsible for keeping your contact information current in the Affiliate Platform.