Affiliate Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. IT IS A BINDING CONTRACT. PAY SPECIAL ATTENTION TO THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 10.

This Affiliate Agreement (the "Agreement") is a contract between you ("Affiliate," "you," or "your") and Rogue Active Intelligence Inc. ("RogIQ," "we," "us," or "our") governing your participation in the RogIQ Affiliate Program (the "Program").

By applying to or participating in the Program, you agree to be bound by this Agreement, the RogIQ Terms of Service, and any Program Policies published by RogIQ from time to time (collectively, the "Agreement Documents").

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1. Definitions

"Affiliate Link" means the unique tracking URL(s) RogIQ provides to you for tracking Qualified Referrals.

"Commission" means the payment you may earn for a Qualified Referral, as specified in the Fee Schedule (Exhibit A).

"Commission Period" means the duration during which you earn commissions on an Authorized Customer's subscription, as specified in the Fee Schedule.

"Qualified Referral" means a completed purchase of RogIQ products or services by a new customer who: (i) clicked your Affiliate Link prior to completing the purchase; (ii) was not an existing RogIQ customer at the time of the referral; (iii) has not been referred by another affiliate within the applicable attribution window; (iv) has not been referred by you previously; (v) makes a cash payment to RogIQ (not subject to a free trial credit, discount code, or promotional offer that excludes affiliate commissions); and (vi) whose account remains active and in good standing for the minimum period specified in the Fee Schedule.

"Self-Referral" means any attempt by an Affiliate to refer their own existing business or any entity they own or control as a new customer.

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2. Enrollment and Participation

2.1 Application. To participate in the Program, you must submit an application through RogIQ's designated affiliate signup portal. RogIQ has the sole discretion to accept or reject any application without explanation.

2.2 Eligibility. To be eligible for the Program, you must be: (a) a natural person at least 18 years of age, or a validly formed business entity; (b) not located in a jurisdiction subject to comprehensive U.S. trade sanctions; and (c) not listed on any U.S. government sanctions list.

2.3 Continued Eligibility. Your continued participation in the Program is conditioned on your ongoing compliance with this Agreement and all applicable laws. RogIQ may revoke your participation at any time.

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3. Your Obligations

3.1 General Obligations. You agree to: (a) comply with this Agreement, the RogIQ Terms of Service, and all applicable laws and regulations; (b) use only approved marketing materials and Affiliate Links provided by RogIQ; (c) accurately and truthfully represent RogIQ's products and services; and (d) promptly notify RogIQ of any changes to your contact or tax information.

3.2 Representations and Warranties. You represent and warrant that:

• You have the full legal authority to enter into this Agreement;
• You are not subject to any existing agreement or restriction that would prevent you from performing your obligations hereunder;
• You have not been, within the past five (5) years, under investigation or subject to enforcement action by any regulatory authority relating to marketing or advertising practices;
• You will comply with all applicable laws, including the FTC Endorsement Guides, TCPA, CAN-SPAM, and all applicable state and international marketing laws; and
• You will handle all personal data in compliance with applicable privacy laws.

3.3 FTC Disclosure Compliance. You must clearly and conspicuously disclose your material relationship with RogIQ in any content, posts, videos, reviews, or communications where you promote RogIQ products. This disclosure must comply with the FTC's Endorsement Guides (16 C.F.R. Part 255) and equivalent regulations in any other jurisdiction where you operate. A disclosure must appear where consumers will notice it, in language they will understand—e.g., "#ad," "#sponsored," or "I earn a commission if you purchase through this link."

3.4 Prohibited Marketing Practices. You shall not:

• Bid on RogIQ's branded keywords (including "RogIQ," "Rogue Active Intelligence," or any variants) in paid search advertising without prior written consent;
• Create websites, landing pages, or social media profiles that could be confused with RogIQ's official properties;
• Use spam, unsolicited email, or unsolicited SMS in promoting RogIQ;
• Publish coupon codes or promotional offers that were not provided to you by RogIQ;
• Submit your Affiliate Link to coupon aggregator websites, cashback sites, or deal-hunting communities without prior written consent;
• Make false or misleading claims about RogIQ's products, pricing, or capabilities;
• Use negative or comparative advertising that demeans RogIQ's competitors in a false or misleading manner.

3.5 Self-Referral Prohibition. Self-Referrals are strictly prohibited. Any commission generated by a Self-Referral will be disqualified and forfeited. Repeated attempts at Self-Referral constitute fraud and grounds for immediate termination.

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4. Commissions

4.1 Eligibility for Commission. You may earn a Commission for each Qualified Referral, as specified in the Fee Schedule. A referral is a "Qualified Referral" only if it meets all criteria in Section 1.

4.2 RogIQ Determination. RogIQ determines whether a referral qualifies for a commission in its sole and reasonable discretion. If we have questions about a referral, we may delay payment pending investigation.

4.3 Cash-In Basis. Commissions are earned on a cash-in basis: a Commission becomes payable only after the referred customer has made an actual cash payment to RogIQ (i.e., after a successful charge to their payment method). Free trials, promotional credits, and deferred billing periods do not trigger commission obligations.

4.4 Payout Timing. Commissions are paid on a monthly basis, subject to a payment delay of [45–60] days from the end of the month in which the qualifying payment was received by RogIQ. This delay accounts for customer refund and cancellation windows. For example, a qualifying payment received in January will be processed for payment in March or April.

4.5 Payment Requirements. To receive payment, you must: (a) have an active account with RogIQ's payment provider; (b) provide accurate and current tax information, including a completed W-9 (U.S. residents) or W-8BEN (non-U.S. residents); and (c) have reached the minimum payout threshold specified in the Fee Schedule.

4.6 Minimum Payout Threshold. Commissions below the minimum payout threshold specified in the Fee Schedule will roll over to the following payout period.

4.7 Clawback. If a referred customer cancels, receives a full or partial refund, or disputes a charge within the Clawback Period specified in the Fee Schedule (up to 120 days from the date of the qualifying payment), RogIQ may reclaim the corresponding Commission from your account balance or deduct it from a future payout. If your account has a negative balance at termination, RogIQ reserves the right to seek recovery of any overpaid commissions.

4.8 Fraud and Disqualification. RogIQ will not pay Commissions for referrals obtained through fraud, deception, manipulation of tracking systems, or any method that violates this Agreement or applicable law. If we discover that a paid Commission was obtained through fraud, RogIQ may demand return of that Commission and may terminate your participation immediately.

4.9 Tax Obligations. You are solely responsible for all taxes, withholdings, and other obligations arising from Commissions earned under this Agreement. If you are a U.S. person or entity and your annual commissions equal or exceed the applicable IRS reporting threshold, RogIQ will issue a Form 1099-NEC. You agree to provide accurate tax information and to indemnify RogIQ for any costs arising from your failure to do so.

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5. Confidentiality

5.1 Confidential Information. You may receive non-public information from RogIQ, including commission rates, platform roadmaps, customer data, business strategies, and technical information. You agree to: (a) keep all such information strictly confidential; (b) not disclose it to any third party without RogIQ's prior written consent; and (c) use it only as necessary to fulfill your obligations under this Agreement.

5.2 Survival. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

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6. Intellectual Property and Brand License

6.1 Brand License. RogIQ grants you a limited, non-exclusive, non-transferable, revocable license to use RogIQ's name, approved logos, and approved promotional materials ("RogIQ Marks") solely for the purpose of promoting RogIQ's products under this Agreement. You must:

• Use only the RogIQ Marks we provide, without modification;
• Follow any usage guidelines RogIQ provides;
• Stop using RogIQ Marks immediately upon RogIQ's request or upon termination; and
• Not use RogIQ Marks in any way that implies you are an employee, representative, or owner of RogIQ.

6.2 No Ownership. This license does not grant you any ownership in RogIQ Marks. All goodwill generated from your use of RogIQ Marks inures exclusively to RogIQ's benefit.

6.3 Affiliate Content License. You grant RogIQ a worldwide, royalty-free, non-exclusive license to use, display, and reference content you create or publish that promotes RogIQ (collectively, "Affiliate Content") for the purpose of promoting RogIQ's Affiliate Program and Platform. This license continues for Affiliate Content already published even after termination, but RogIQ will not sell your Affiliate Content independently.

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7. Term, Termination, and Remedies

7.1 Term. This Agreement begins on the date you are accepted into the Program and continues until terminated.

7.2 Termination Without Cause. Either party may terminate this Agreement for any reason by providing thirty (30) days' written notice. Notices to RogIQ must be sent to [[email protected]]. Notices to you will be sent to the email address on your affiliate account.

7.3 Termination for Cause. RogIQ may suspend or terminate your participation immediately if you: (a) violate this Agreement, RogIQ's Terms of Service, or any applicable law; (b) engage in fraudulent activity; (c) make false or misleading claims about RogIQ; (d) engage in any practice that could harm RogIQ's reputation; or (e) are subject to a bankruptcy proceeding or become insolvent.

7.4 Effect of Termination. Upon termination:

• Your Affiliate Links will be deactivated;
• You must cease all promotion of RogIQ and remove all RogIQ Marks from your materials;
• Commissions already earned but not yet paid will be paid in the normal course, subject to the clawback period and any offsets for fraud or breach;
• If terminated for cause, you forfeit all right to any unpaid Commissions.

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8. Indemnification

You will indemnify, defend, and hold RogIQ, its officers, directors, employees, and agents harmless from any claims, damages, fines, or costs (including reasonable attorneys' fees) arising from:

• Your breach of this Agreement, applicable law, or any applicable marketing regulation;
• Your marketing activities, including violations of FTC guidelines, TCPA, CAN-SPAM, or state marketing laws;
• Your collection, use, or disclosure of personal data;
• Any claim that your promotional content or use of RogIQ Marks infringes third-party rights; or
• Your negligence or willful misconduct.

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9. Limitation of Liability

IN NO EVENT WILL ROGIIQ BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ROGIIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ROGIIQ'S TOTAL LIABILITY TO YOU ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

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10. Dispute Resolution and Arbitration

10.1 Governing Law. This Agreement is governed by the laws of the State of [STATE], without regard to conflict of law provisions.

10.2 Mandatory Arbitration. Any dispute arising out of or relating to this Agreement shall be exclusively resolved by binding individual arbitration administered by [ARBITRATION BODY] in accordance with its applicable rules. Arbitration shall be conducted in [CITY, STATE] or remotely.

10.3 Class Action Waiver. YOU AND ROGIIQ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10.4 Exceptions. Either party may seek emergency injunctive relief in a court of competent jurisdiction to prevent irreparable harm pending arbitration.

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11. Non-Solicitation

You agree not to intentionally solicit for employment or engagement any RogIQ employee or contractor during the term of this Agreement and for one (1) year following termination.

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12. Force Majeure

Neither party will be liable for delays or failures in performance caused by events outside its reasonable control, including natural disasters, acts of government, labor disputes, or third-party infrastructure failures.

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13. General Provisions

13.1 Entire Agreement. This Agreement (together with the Fee Schedule, the RogIQ Terms of Service, and any Program Policies) constitutes the entire agreement between you and RogIQ regarding the Affiliate Program.

13.2 Non-Exclusive. This Agreement is non-exclusive. You may promote other products and services, and RogIQ may work with other affiliates.

13.3 Amendments. RogIQ may update this Agreement at any time by posting the revised version to the affiliate portal or notifying you by email. Your continued participation in the Program after any update constitutes acceptance of the revised terms.

13.4 Severability. If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

13.5 No Employment. You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

13.6 Assignment. You may not assign this Agreement without RogIQ's prior written consent. RogIQ may assign this Agreement in connection with a corporate transaction.

13.7 Waiver. No failure to exercise any right under this Agreement constitutes a waiver of that right.

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EXHIBIT A — AFFILIATE FEE SCHEDULE

This Fee Schedule is entered into as of [EFFECTIVE DATE] between Rogue Active Intelligence Inc. ("RogIQ") and ______________________ ("Affiliate").

Additional Notes / Special Terms:

[Space for any custom commission arrangements, bonus tiers, exclusions, etc.]

By participating in the RogIQ Affiliate Program, Affiliate agrees to the terms of the Affiliate Agreement to which this Exhibit A is attached.