LORii AFFILIATE PROGRAM AGREEMENT

1.1. Application. To begin the enrollment process, you must submit a completed Affiliate Program application. All applications are subject to our approval, which we may grant or deny in our sole discretion.

1.2. Acceptance. If we approve your application, you will receive an email confirmation containing your unique affiliate link and access to our Affiliate Dashboard. Your participation in the program is subject to this Agreement.

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 Tiers. LORii offers three affiliate tiers:

• Standard Affiliate: 15% commission on all revenue generated from users who sign up through your affiliate link, for the lifetime of their subscription.
• Premium Influencer: 30% commission on all revenue generated from users who sign up through your affiliate link, for the lifetime of their subscription, plus potential upfront payment based on audience size and engagement metrics.

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, direct deposit, or wire transfer 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 Creation Requirements:

• Standard Affiliate: No minimum requirements
• Premium Influencer: Minimum of 4 social media posts per month + link in bio, 1 dedicated blog, email, or newsletter mention if any.

3.2. 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.

3.3. 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.
• Use any paid advertising that would compete with or cannibalize LORii's own marketing efforts.
• Create or use any materials that misrepresent LORii or its services.
• Engage in any activity that violates applicable law or regulations.

4.1. 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.

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

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

5.1. Term. This Agreement commences upon our acceptance of your Affiliate Program application and continues until terminated.

5.2. 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: (i) breach any provision of this Agreement; (ii) engage in any dishonest or fraudulent activity; (iii) misrepresent LORii or its services; or (iv) violate any applicable laws, regulations, or industry standards.

5.3. 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.

6.1. 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.

6.2. Restrictions. You may not: (i) modify our materials in any way; (ii) use our materials in a manner that is disparaging or misrepresentative; or (iii) imply that you are LORii or officially affiliated with LORii beyond your status as an affiliate.

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

7.1. 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.

7.2. Obligations. You agree to: (i) maintain the confidentiality of such information; (ii) not disclose such information to any third party; and (iii) use such information only as necessary to fulfill your obligations under this Agreement.

8.1. Mutual Representations. Each party represents and warrants that: (i) it has the full power and authority to enter into and perform this Agreement; and (ii) its participation in this Agreement does not violate any other agreement to which it is a party.

8.2. 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.

9.1. 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.

9.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

9.3. 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: (i) your violation of this Agreement; (ii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; or (iii) any claim that your content caused damage to a third party.

11.1. 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.

11.2. 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.

11.3. 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.

11.4. 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.

11.5. 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.

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

11.7. 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.