LORii AFFILIATE PROGRAM AGREEMENT

1.1 Registration
To join the LORii Affiliate Program, you must complete the registration process on our website. Upon successful registration, you will immediately receive access to your unique affiliate link and dashboard.

1.2 Acceptance
By completing the registration process, you agree to be bound by this Agreement. Your continued participation in the program is subject to compliance with all terms herein.

1.3 Eligibility
You must be at least 18 years of age and able to form legally binding contracts to be eligible for the Affiliate Program. If you are accepting on behalf of an entity, you represent and warrant that you have the authority to bind such entity.

2.1 Commission Rate
LORii offers a 35% commission on all revenue generated from users who sign up through your affiliate link, for the lifetime of their subscription.

2.2 Payment Terms

• Commissions are calculated based on actual revenue received by the Company
• Payments will be made monthly for all affiliates owed $100 or more
• Payments will be made via PayPal or Wise by the 15th day of each month for the previous month's activity
• If your account does not reach the minimum threshold of $100, your commission will roll over to the next month until the threshold is met
• All tax information must be provided before payment can be issued

2.3 Subscription Cancellations and Refunds
No commission shall be paid on transactions where a refund or chargeback has been issued. If commissions have already been paid on such transactions, we reserve the right to deduct these amounts from future payments.

3.1 Content Compliance
All promotional content must:

• Clearly identify your relationship with LORii as an affiliate
• Not make false or misleading claims about LORii or its services
• Comply with all applicable laws, regulations, and guidelines, including FTC disclosure requirements
• Not infringe on any third party intellectual property rights

3.2 Prohibited Activities
You agree not to:

• Use any spamming techniques in connection with the Affiliate Program
• Use any LORii trademarks or variations in your domain names
• Create or use any materials that misrepresent LORii or its services
• Engage in any activity that violates applicable law or regulations
• Promote LORii on coupon code websites
• Use pay per click (PPC) advertising on Google Ads without prior written permission

3.3 Advertising Restrictions

Google Ads and Pay Per Click (PPC) Advertising
Affiliates are prohibited from using Google Ads or any PPC advertising to promote LORii without obtaining explicit written permission from our affiliate team. This restriction exists because we cannot monitor whether affiliates are bidding on non-brand keywords versus our trademarked terms. Violation of this policy will result in immediate termination of your affiliate account and forfeiture of all earned commissions from account inception.

Coupon and Discount Code Websites
Promotion of LORii on coupon aggregator sites, discount code websites, or similar platforms is strictly prohibited. These sites include but are not limited to RetailMeNot, Honey, CouponCabin, and similar services. Affiliates found promoting LORii on such platforms will have their accounts terminated immediately with no commission payouts.

Approved Advertising Methods
Affiliates are encouraged to promote LORii through:

• Organic social media posts and content
• Blog articles and reviews
• Email newsletters to your subscribers
• YouTube videos and tutorials
• Podcast mentions and sponsorships
• Educational webinars and workshops
• Direct outreach to educators in your network

4.1 Approved Uses
The Affiliate may use graphic and text versions of their links on websites, in email messages, social media posts, as well as advertise LORii in online and offline ads, magazines, and newspapers. The Affiliate may use the graphics and text provided by LORii or create their own as long as they are deemed appropriate according to these Terms and Conditions.

4.2 Link Attribution
All referrals must come through your unique affiliate link for proper tracking and commission attribution.

5.1 Tracking Method
We will track qualified purchases through the affiliate links and unique codes provided to you. You will be credited for all valid subscriptions that occur within 30 days of a user clicking your affiliate link.

5.2 Reporting
You will have access to our Affiliate Dashboard, which will provide reports of user clicks, sign ups, and commissions. Reports are updated daily.

5.3 Disputes
Any disputes regarding tracking or commission calculations must be submitted within 30 days of the disputed transaction.

6.1 Term
This Agreement commences upon your completion of the Affiliate Program registration and continues until terminated.

6.2 Termination

By Either Party Without Cause
Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

By Company With Cause
We may terminate this Agreement immediately and without notice if you:

• Breach any provision of this Agreement
• Engage in any dishonest or fraudulent activity
• Misrepresent LORii or its services
• Violate any applicable laws, regulations, or industry standards

6.3 Post Termination
Upon termination:

• All rights granted under this Agreement will immediately terminate
• You must remove all LORii affiliate links and creatives from your sites
• You will be entitled to unpaid commissions earned prior to termination, subject to other terms of this Agreement
• If terminated for cause, we reserve the right to withhold final payment

7.1 License Grant
We grant you a non exclusive, non transferable, revocable license to use our trademarks, logos, and creative materials solely for the purpose of promoting LORii under this Agreement.

7.2 Restrictions
You may not:

• Modify our materials in any way
• Use our materials in a manner that is disparaging or misrepresentative
• Imply that you are LORii or officially affiliated with LORii beyond your status as an affiliate

7.3 Ownership
All intellectual property rights in our materials remain the exclusive property of LORii. Nothing in this Agreement transfers any ownership rights to you.

8.1 Confidential Information
During the term of this Agreement, you may have access to information that is confidential to us. This includes, but is not limited to, marketing plans, user data, and business strategies.

8.2 Obligations
You agree to:

• Maintain the confidentiality of such information
• Not disclose such information to any third party
• Use such information only as necessary to fulfill your obligations under this Agreement

9.1 Mutual Representations
Each party represents and warrants that:

• It has the full power and authority to enter into and perform this Agreement
• Its participation in this Agreement does not violate any other agreement to which it is a party

9.2 Affiliate Representations
You represent and warrant that:

• Your website, social media accounts, and promotional materials comply with all applicable laws and regulations
• Your website does not contain any materials that are illegal, offensive, or infringing
• All information you provide to us is accurate and complete
• You will maintain appropriate security measures to protect your affiliate account information

10.1 Disclaimer of Warranties
THE AFFILIATE PROGRAM AND ALL MATERIALS AND INFORMATION PROVIDED BY US ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

10.2 Limitation of Liability
LORii will not be liable for direct, indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly. This includes but is not limited to loss of revenue or commissions due to affiliate tracking failures, loss of database files, or any results of intents of harm to the Program and/or to LORii website(s).

10.3 Cap on Liability
OUR AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

You agree to indemnify, defend, and hold harmless LORii, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses arising from:

• Your violation of this Agreement
• Your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right
• Any claim that your content caused damage to a third party

12.1 Relationship of Parties
You and LORii are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12.2 Assignment
You may not assign this Agreement, in whole or in part, without our prior written consent. We may assign this Agreement to any successor to our business.

12.3 Modifications
We may modify any of the terms and conditions of this Agreement at any time by providing you with notice through our Affiliate Dashboard or via email. Your continued participation in the Affiliate Program following such changes constitutes your acceptance of the changes.

12.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Massachusetts, USA without regard to its conflict of laws principles.

12.5 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in Boston, MA in accordance with the rules of the American Arbitration Association.

12.6 Force Majeure
Neither party shall be liable for failure to perform its obligations under this Agreement due to events beyond its reasonable control.

12.7 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written.