PostShop Affiliate Program Agreement

1.The Program

The Program lets you refer businesses to PostShop and earn a commission when a business you refer becomes a paying PostShop customer, subject to the terms below. PostShop is a done-for-you social media service for small businesses.

2.Independent Contractor

You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship between you and PostShop. You alone control the manner and means of your promotional activities. You have no authority to make any representation, commitment, or obligation on behalf of PostShop, and you may not describe yourself as an employee, agent, or partner of PostShop. As an independent contractor, you are not entitled to any employee benefits, wages, overtime, expense reimbursement, workers' compensation, or unemployment insurance, and nothing in this Agreement shall be construed to create any such entitlement. You are solely responsible for your own taxes, expenses, and the conduct of your promotional activities.

3.No Exclusivity

Nothing in this Agreement creates an exclusive relationship. You may promote other products and services, including those that compete with PostShop, and PostShop may engage other affiliates and use any other marketing channels it chooses.

4.Eligibility and Enrollment

To participate, you must be at least 18 years old and complete the Program application. By applying or participating, you represent and warrant that you are at least 18 years old and have the legal authority to enter into this Agreement on your own behalf or on behalf of any business entity you represent. PostShop reviews each application and may accept or decline any applicant at its sole discretion. Acceptance is not guaranteed. The businesses you refer must be located in the United States. PostShop may suspend or remove you from the Program at any time as described in Section 13.

5.Your Referral Code and Attribution

Upon acceptance, PostShop will issue you a unique referral code. You may share your code with prospective customers; a referral is attributed to you only when the customer enters your code at checkout. Attribution is determined solely by the code applied at checkout, as recorded by PostShop's systems and its payment processor. You may not use your own code for your own purchases or for businesses you own or control ("self-referral"), and self-referred signups will not earn a commission.

You represent and warrant that each business you refer is a bona fide, independent, arm's-length United States business in which you have no ownership or financial interest, and that no signup is procured by fraud, fake or stolen payment credentials, undisclosed incentives, or other deceptive means. For purposes of this Agreement, a business you "own or control" includes any business in which you, a family member, or an affiliated person or entity holds an ownership or financial interest, or over which you exercise direction or control.

PostShop may set reasonable limits on the number, rate, or source of referrals it will credit, and may decline to credit, or suspend payment on, referrals that exceed those limits or that its fraud screening flags, pending verification.

PostShop's records, and those of its payment processor, regarding referral attribution, commission calculation, holding periods, and payout eligibility are final and controlling absent manifest error.

6.Commissions — How They Are Earned

• Amount. PostShop sets your commission amount and communicates it to you. Commission amounts may differ between affiliates based on factors such as audience reach and audience fit. PostShop may change your commission rate prospectively as described in Section 12.
• Trigger. A commission is provisionally credited when a business you refer becomes a paying PostShop customer by signing up with your referral code and their first subscription payment clears. A provisionally credited commission is not earned, vested, payable, or owed unless and until it becomes "Eligible" under Section 7 — that is, after the applicable holding period ends without the commission being voided under Section 8.
• One-time. Unless PostShop agrees otherwise in writing, a commission is a one-time amount per new customer, not a recurring or per-renewal payment.
• New customers only. Commissions apply only to first-time PostShop customers. Renewals, reactivations, and existing customers do not qualify.

7.Holding Period and Clearance

Every commission is subject to a holding period before it becomes payable. The holding period begins when the referred customer's first subscription payment clears and runs for a number of days determined by PostShop. PostShop may assign different holding periods to different affiliates based on factors including the number of completed, non-reversed referrals, referral quality, chargeback and refund history, fraud risk, and program tenure; as you build a history of clean, non-reversed referrals, your holding period generally shortens. During the holding period a commission remains provisional and may be voided under Section 8. A commission becomes payable ("Eligible") only after its holding period ends and it has not been voided.

8.Voided Commissions and Clawback

A commission is void and not owed if, at any time before it becomes Eligible, any of the following occurs: the referred customer disputes or charges back the payment; the customer cancels or refunds the subscription, or fails to maintain the subscription through the applicable holding period; the signup is fraudulent, incentivized improperly, or self-referred; or the referral was obtained in violation of this Agreement. If PostShop has already paid a commission and the underlying payment is later charged back or refunded, PostShop may recover (claw back) the amount paid, including by offset against future commissions.

In addition, PostShop may void or claw back any commission, at any time, that it determines was procured by fraud, self-referral, undisclosed incentives, fake or stolen payment credentials, or other violation of this Agreement, regardless of whether the holding period has ended or the commission has been paid.

9.Reservation of Rights; Investigation

PostShop reserves the right to investigate any referral, commission claim, account, or promotional activity at any time, and to withhold or delay payment of any commission for a reasonable period while such an investigation is pending. PostShop may take any action consistent with this Agreement based on the results of an investigation, including voiding a commission, clawing back a paid commission, or suspending or terminating your participation.

10.Payment Terms

• W-9. You must provide a completed IRS Form W-9 (or applicable tax form) before your first payout.
• 1099. PostShop will issue an IRS Form 1099-NEC if you are paid $600 or more in a calendar year, as required by law.
• Method and timing. PostShop pays Eligible commissions using the payout method and details you provide, on a schedule determined by PostShop. PostShop is not responsible for fees charged by your payout provider or for amounts lost due to incorrect payout details you supply.
• Taxes. You are solely responsible for all taxes on your commissions. Commission amounts are gross and not adjusted for any taxes.

11.Promotion Rules and Conduct

You agree that you will:

• Comply with all laws. Comply with all applicable federal, state, and local laws and regulations in connection with your participation in the Program.
• Disclose your connection. Clearly and conspicuously disclose your material connection to PostShop whenever you promote it, as required by the U.S. Federal Trade Commission's endorsement guidelines (for example, "I earn a commission" or a clear "#ad" / "affiliate" label).
• Be truthful. Make only accurate, non-misleading statements about PostShop, its features, and its pricing. Do not make guarantees about results or earnings on PostShop's behalf.
• Not spam. Comply with all applicable laws, including CAN-SPAM and the TCPA. Do not send unsolicited bulk email, text, or messages, and do not promote PostShop through deceptive, harassing, or unlawful means.
• Not impersonate PostShop. Do not represent yourself as PostShop, its employee, or its partner, and do not create accounts, domains, handles, or pages that imply you are PostShop.
• Not insert yourself into the customer relationship. Do not collect or request customers' passwords or account credentials, perform account setup, onboarding, or support on PostShop's behalf, or otherwise represent that you are authorized to act for PostShop in managing a customer's account.
• Trademark and paid-search restrictions. You shall not bid on, purchase, or otherwise use PostShop's trademarks, trade names, brand names, domain names, or confusingly similar variations thereof in any paid advertising, keyword advertising, search engine marketing campaign, ad copy, domain name, social media username, account name, or other identifier without PostShop's prior written consent.
• Not offer unauthorized incentives. Do not offer cash rebates, kickbacks, or discounts beyond the official code to induce signups.

12.Changes to the Program

PostShop may modify this Agreement, the Program, commission rates, or any related policies from time to time. PostShop will provide notice of any material changes by email or by other reasonable means. Unless otherwise stated in the notice, changes will become effective ten (10) days after notice is provided. Changes to commission rates apply only to referrals made after the effective date of the change and will not reduce commissions already earned. Your continued participation in the Program after the effective date of a change constitutes acceptance of the revised terms.

13.Term and Termination

This Agreement begins when you are accepted into the Program and continues until terminated. Either party may terminate at any time, for any reason, with notice. PostShop may suspend or terminate your participation immediately for breach of this Agreement, fraud, or conduct that harms PostShop or its customers. Upon termination: commissions that are already Eligible will be paid in the ordinary course; commissions still within their holding period are forfeited if termination is for your material breach, fraud, or intentional misconduct, and otherwise are paid once they clear. Your right to use your referral code and PostShop's marks ends immediately on termination.

14.Trademarks and Brand

PostShop grants you a limited, non-exclusive, revocable license to use the PostShop name and logo solely to promote PostShop in accordance with any brand guidelines PostShop provides. You acquire no other rights in PostShop's intellectual property, and all goodwill from your use inures to PostShop. PostShop may revoke this license at any time.

15.No Earnings Guarantee

Participation in the Program does not guarantee any earnings. PostShop makes no representation about the income you may earn.

16.Disclaimers and Limitation of Liability

The Program is provided on an "as is" and "as available" basis. To the maximum extent permitted by law, PostShop disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

To the maximum extent permitted by law, PostShop's aggregate liability arising out of or relating to this Agreement or the Program, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the greater of (a) the total commissions paid to Affiliate during the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred dollars ($100).

In no event shall PostShop be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including any loss of profits, revenue, business opportunity, data, or goodwill, even if advised of the possibility of such damages.

Nothing in this Agreement shall limit or exclude liability to the extent prohibited by applicable law.

17.Indemnification

You will indemnify and hold harmless PostShop and its members, officers, and agents from any claims, damages, and expenses (including reasonable attorneys' fees) arising out of your participation in the Program, your promotional activities, content, advertising, or marketing materials, your representations about PostShop, your violation of applicable law, or your breach of this Agreement.

18.Confidentiality

"Confidential Information" means non-public information disclosed by PostShop or obtained through your participation in the Program, including your commission rate and amounts, the structure of the Program's commission arrangements, referral and performance data, customer information, and PostShop's non-public business operations and methods. You will not disclose Confidential Information to any third party or use it for any purpose other than participating in the Program, and you will protect it with reasonable care. This obligation does not apply to information that is or becomes public through no fault of yours, or that you are legally compelled to disclose, provided you give PostShop reasonable prior notice where permitted. This Section survives termination.

19.Electronic Communications and Acceptance

You agree that PostShop may provide notices and communications relating to the Program electronically, including by email to the address you provide, and that electronic records and communications satisfy any legal requirement that such communications be in writing. You are responsible for keeping your contact information current. By checking the acceptance box and submitting your application, you acknowledge that you have read and understood this Agreement, intend to be legally bound by it, and that your electronic acceptance has the same legal effect as a handwritten signature.

20.Privacy

PostShop handles personal information you provide in accordance with its Privacy Policy, available at https://postshop.live/privacy/.

21.Dispute Resolution and Governing Law

Informal resolution first. Before initiating any claim arising out of or relating to this Agreement or the Program, you must send PostShop a written description of the claim and the relief sought, and the parties will attempt in good faith to resolve it for at least thirty (30) days. Compliance with this paragraph is a condition precedent to bringing any claim. This requirement does not limit PostShop's right to seek injunctive or other equitable relief.

Governing law and venue. This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts sitting in Los Angeles County, California, and each party irrevocably submits to the jurisdiction of such courts.

Time to bring claims. Any claim arising out of or relating to this Agreement or the Program must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a shorter limitations period or a non-waivable longer period applies by law.

Attorneys' fees. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including those incurred on appeal and in enforcing this Agreement or any judgment.

22.Survival

Sections 5 (records finality), 8 (Voided Commissions and Clawback), 16 (Disclaimers and Limitation of Liability), 17 (Indemnification), 18 (Confidentiality), 21 (Dispute Resolution and Governing Law), and 23 (General), together with any payment obligations and clawback rights accrued before termination, survive termination or expiration of this Agreement.

23.General

This Agreement is the entire agreement between you and PostShop regarding the Program and supersedes any prior understanding. You acknowledge that in entering this Agreement you have not relied on any representation, promise, projection, or statement — including about potential earnings — not expressly stated in this Agreement. If any provision is held unenforceable, the rest remains in effect. PostShop may assign this Agreement, including in connection with a merger, acquisition, sale of assets, or reorganization; you may not assign it without PostShop's written consent. PostShop's failure to enforce any provision is not a waiver.

24.Contact

Questions about the Program: postshop.live@gmail.com