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SmarterQueue Affiliate Program Terms and Conditions

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This Partner Agreement ("Agreement") governs your participation in the SmarterQueue Affiliate Program ("Affiliate Program"). By enrolling, you agree to the terms and conditions outlined below, as well as SmarterQueue’s Terms of Service. If any conflict arises, the terms of this Agreement will govern.

SECTION 1 - PARTIES

"SmarterQueue" refers to SMARTERQUEUE LTD. "You" and "Your" refer to the person or entity agreeing to this Agreement. Collectively, SmarterQueue and You are referred to as the "Parties."

You must notify SmarterQueue at partners@smarterqueue.com within 24 hours of changes to your legal name or account ownership. Failure to do so may result in termination of your Affiliate account.

SECTION 2 - APPLICATION AND ACCEPTANCE

Enrollment in the Affiliate Program is automatic upon application. SmarterQueue reserves the right to review and revoke your participation at its sole discretion. By participating, you confirm that all provided information is accurate and agree to comply with all applicable laws and this Agreement.

SECTION 3 - CONSENT TO CONTACT

By joining, you consent to receive communications from SmarterQueue via email, phone, or other methods, including automated or pre-recorded messages. Consent can only be revoked in writing by mutual agreement.

SECTION 4 - DEFINITIONS

1. Active Customer
   An "active customer" is defined as a paying SmarterQueue user with an active subscription. A customer is considered inactive if:

   • Their account is canceled.

   • Their subscription lapses due to non-payment.

   • They are within a free trial period without upgrading to a paid plan.

2. Active Affiliate
   An "active affiliate" is defined as an affiliate who:

   • Has referred at least one active paying customer within the past 12 months.

   • Complies with all SmarterQueue Affiliate Program terms and conditions.

   • Actively promotes SmarterQueue using their unique affiliate link.

SECTION 5 - COMPENSATION

Affiliate Tiers and Commission Rates

Affiliates earn commissions for each referred customer ("Referral") who uses the Affiliate's unique link and upgrades to a paid SmarterQueue subscription. Commissions are calculated as a percentage of payments received by SmarterQueue, excluding taxes, chargebacks, and refunds. The tiered structure is as follows:

• Bronze Tier: 20% for fewer than 3 active paying referrals.

• Silver Tier: 30% for 3–9 active paying referrals.

• Gold Tier: 40% for 10–24 active paying referrals.

• Platinum Tier: 45% for 25–49 active paying referrals.

• Diamond Tier: 50% for 50+ active paying referrals.

Retroactive Application of Increased Rates

When Affiliates qualify for a higher tier, the increased commission rate applies retroactively to all active referrals starting from the effective date of tier advancement. Commissions already paid under lower rates will not be adjusted.

Payment Terms

1. Timing: Commissions are paid monthly, following a 45-day grace period to account for chargebacks or refunds.

2. Minimum Payout: Payments require a minimum of $20 USD in accrued commissions.

3. Methods: Payments are made via PayPal or another SmarterQueue-approved provider. Processing fees may apply.

4. Tax Compliance: Affiliates must provide valid tax documentation (e.g., W-8 or W-9) before receiving payouts. Commissions not claimed within 120 days of accrual are forfeited.

Cookie Attribution

The most recently acquired tracking cookie determines which Affiliate receives credit for a referral. Attribution lasts for six months unless overridden by a new cookie.

Refunds, Chargebacks, and Fraud

1. Refunds/Chargebacks: Commissions are reversed for transactions refunded or charged back.

2. Fraud: SmarterQueue reserves the right to terminate Affiliates engaging in fraudulent practices and to recover any related commissions.

SECTION 6 - TERM AND TERMINATION

This Agreement is month-to-month and may be terminated by either Party with 30 days' written notice. SmarterQueue may terminate immediately if:

• You breach any term of this Agreement.

• You fail to generate commissions for 12 consecutive months.

• You engage in fraudulent or unethical practices.

Upon termination:

• Pending commissions are forfeited.

• Relevant provisions, including those on liability and dispute resolution, will survive termination.

SECTION 7 - PROHIBITED ACTIVITIES

Affiliates must not:

• Self-refer or pay for another user’s account.

• Engage in cookie stuffing or artificially inflate referral counts.

• Use misleading or deceptive advertising.

• Offer monetary incentives (e.g., cash, gift cards) to encourage signups.

• Use SmarterQueue’s trademarks without permission, except for approved marketing materials.

Violations will result in immediate termination and forfeiture of commissions.

SECTION 8 - ADVERTISING AND DISCLOSURE REQUIREMENTS

Affiliates must comply with all applicable advertising laws, including FTC Endorsement Guidelines and social media platform rules. Posts promoting SmarterQueue must:

• Include #ad or #sponsored.

• Tag @SmarterQueue where platform rules allow.

• Use platform-specific disclosure tools (e.g., Facebook’s Paid Partnership Tool).

Affiliates assume full responsibility for non-compliance and agree to indemnify SmarterQueue for any resulting claims or penalties.

SECTION 9 - LIMITATION OF LIABILITY

SmarterQueue’s liability is strictly limited to commissions earned and payable under this Agreement. SmarterQueue is not liable for any indirect, incidental, or consequential damages, including loss of future earnings, goodwill, or business opportunities.

SECTION 10 - DISPUTE RESOLUTION

All disputes will be resolved through binding arbitration in London, United Kingdom, under the rules of the London Court of International Arbitration. Each Party is responsible for its own arbitration costs. The decision of the arbitrator shall be final and enforceable in any court of competent jurisdiction.

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Class action lawsuits are waived. Claims must be submitted in writing within 120 days of occurrence, or they are deemed waived.

SECTION 11 - TERMINATION OF THE AFFILIATE PROGRAM

SmarterQueue reserves the right to terminate the Affiliate Program with 30 days' notice. Commissions for referrals generated before termination will be paid per the terms of this Agreement.

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By participating in the Affiliate Program, you agree to these terms. For questions or concerns, contact partners@smarterqueue.com.

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Effective Date: November 30, 2024