TERMS OF USE

These Terms of Use govern access to and use of ReferralStack's software, websites, APIs, and the ReferralStack Marketplace. If you accept these Terms for a company, you represent that you have authority to bind that company. You and the entity you represent are "Customer." Rapidify Labs Inc. is "ReferralStack," "we," "us."

We operate two layers of services.

• Core Platform: Affiliate tracking, attribution, analytics, payouts tooling, coupons, links, and APIs.
• Marketplace: A directory and workflow where "Advertisers" list programs and where "Affiliates" discover and apply. The Marketplace facilitates introductions. It does not create employment, partnership, or agency between ReferralStack and Marketplace participants.

If a separate order form, insertion order, DPA, or program terms apply, those supplement these Terms. If there is a conflict, the order of precedence is: 1) DPA or security addendum. 2) Order form or program-level terms. 3) These Terms. 4) Documentation.

• Advertiser: Operates a referral or affiliate program using ReferralStack. Sets program rules and commission terms.
• Affiliate: Applies to and promotes programs.
• Team users: Employees or contractors who access accounts under Customer's control.

You must be at least the age required to form a binding contract in your jurisdiction. You must provide accurate registration information and keep credentials confidential. You are responsible for all actions taken under your accounts.

We grant a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes during a valid subscription term. You may not sublicense, resell, or provide the Service to third parties except as expressly allowed in the Marketplace workflows.

You will not, and will not permit others to:

• Reverse engineer, copy, frame, scrape, or create derivative works of the Service.
• Misuse tracking links, engage in cookie stuffing, forced clicks, link hijacking, self-referrals, brand impersonation, unauthorized coupon injection, or similar fraud.
• Send spam, use misleading ads, or violate platform rules for email, SMS, search, social, or display.
• Bid on an Advertiser's registered trademarks or confusingly similar terms where the program prohibits it, or mislead users by mimicking brand sites or pages.
• Circumvent attribution or payouts, misuse webhooks, spoof conversions, or falsify events.
• Introduce malware, attempt to bypass security, or perform denial-of-service testing without written authorization.
• Use the Service in violation of law including privacy, consumer protection, anti-corruption, sanctions, export controls, and tax laws.

Violation may result in suspension or termination, reversal of commissions, permanent blocklisting, and legal action.

• Program terms: Each Advertiser defines commission schedules, eligible plans, geo or channel restrictions, cookie windows, payout currencies, clawback or refund logic, and approval rules. Affiliates must accept program terms before promoting.
• Referrals and attribution: ReferralStack records events using links, cookies, coupons, webhooks, and APIs. Attribution models may include first-touch, last-touch, linear, or program-specific logic. Advertiser may adjust attribution rules prospectively.
• Disputes between participants: Advertiser and Affiliate are independent counterparties. ReferralStack is not a party to their commercial arrangement. We provide tooling only. We may assist with evidence from logs but do not arbitrate business disputes.
• Offers and representations: Advertisers are solely responsible for the truth and legality of claims they make in program listings. Affiliates are responsible for claims in their content.
• KYC and risk: We may require identity checks, tax forms, proof of address, or corporate documents. We may deny or revoke Marketplace access at our discretion to manage fraud, sanctions, money-laundering, or platform risk.

• Accrual: Commissions accrue only on eligible transactions successfully tracked and reported by the Service as "Approved." Pending or "Attributed" events are not owed.
• Validation: Advertiser may mark transactions as Approved, Pending, or Rejected. Causes for rejection may include fraud, canceled orders, chargebacks, refunds, free trials without conversion, non-payment by the end customer, or terms violations.
• Reversals and clawbacks: If a transaction is later refunded, charged back, or deemed invalid, the corresponding commission may be reversed. We may net, offset, or debit any negative balance from future payouts.
• Reserves: We may hold a rolling reserve for a defined period to mitigate refunds or fraud.
• Payout timing and methods: Payouts occur when thresholds and tax requirements are met, using methods we support, subject to availability by country. Processing fees and FX spreads may apply.
• Taxes: Each party is responsible for its own taxes. We may collect tax information and withhold where required by law.
• No guarantee of earnings: Participation does not guarantee approval, attribution, or payouts.

These mechanics mirror industry practice and help prevent payout disputes and fraud.

• Fees: Fees appear on your order, plan page, or invoice. You authorize us or our payment processor to charge the payment method on file.
• Auto-renewal: Subscriptions renew for the then-current term unless canceled before renewal.
• Late payment: We may suspend or limit access for non-payment. Interest may accrue on overdue amounts as permitted by law.
• No refunds: Except where required by law or expressly stated in an order, fees are non-refundable.

• Roles: For Marketplace profiles, account records, and platform telemetry, we act as an independent controller. For end-customer personal data processed on behalf of Advertisers to measure referrals, we act as a processor.
• DPA: Our Data Processing Addendum with SCCs is incorporated by reference when we process personal data on your behalf.
• Lawful basis and notices: Advertisers must provide all legally required notices and obtain consents for cookies, analytics, and marketing where required. Affiliates must do the same on their properties.
• International transfers: We may transfer and process data globally. We use appropriate safeguards for cross-border transfers.
• Security: We maintain appropriate technical and organizational measures. You are responsible for your account security, API keys, and endpoint configurations.
• Regulatory requests: We may disclose data if required by law or valid legal process, and will notify you where legally permitted.

• No deceptive, unfair, or unlawful marketing. No endorsements without disclosure.
• Honor channels and geos allowed by each program.
• If a program prohibits bidding on brand terms or domain-spoofing, you will comply. You will not create sites or ads that appear to be the brand or the Service. You will not mislead users about your relationship with an Advertiser or with ReferralStack.

The API and webhooks are provided "as is." We may publish quotas, rate limits, or usage constraints. You will not abuse endpoints, harvest credentials, or expose secrets. If your integration degrades platform stability, we may throttle or suspend it.

The Service may interoperate with third-party services like payment processors, CRMs, and ad platforms. We are not responsible for those services. Your use of them is governed by their terms. If a third-party integration breaks or changes, that does not entitle you to credits or refunds.

We may provide beta or pre-release features. They are provided for evaluation without warranties, may be modified or discontinued at any time, and may be subject to additional terms. You grant us a royalty-free, worldwide license to use feedback to improve the Service.

Non-public information disclosed by one party to the other must be protected with reasonable care and used only to exercise rights and perform obligations under these Terms. Exceptions apply for information that is public without breach, independently developed, or received lawfully from a third party.

The Service, software, databases, designs, and content are owned by ReferralStack and its licensors. No IP rights are transferred except as expressly granted. Customer content remains Customer's property. You grant us the rights necessary to operate the Service and display your marks within the product for account identification and Marketplace listings.

We may use your name and logo to identify you as a customer or program participant, including on our website and in lists of customers, unless you opt out by written notice.

We may modify features, impose limits, or discontinue components to maintain security, comply with law, or improve the platform. We will endeavor to avoid material adverse impact to paid customers during a current term. We may suspend access for maintenance, security incidents, or abuse.

• You warrant that you will comply with all applicable laws and program rules, that your content will not infringe third-party rights, and that you will not engage in fraud.
• The Service is provided "as is" and "as available." We disclaim all warranties including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted operation, accurate attribution in every scenario, or outcomes from participant behavior.

You will defend and indemnify ReferralStack and its affiliates, officers, and employees against claims, damages, liabilities, costs, and expenses arising from:

• Your content, marketing, or products.
• Your breach of these Terms or program rules.
• Disputes between you and any Marketplace participant.
• Your violation of law, including privacy or advertising rules.

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or lost profits, revenues, data, goodwill, or business interruption.
• Our aggregate liability for all claims related to the Service will not exceed the greater of: fees paid by you to ReferralStack in the 12 months preceding the claim, or USD 1,000.
• These limits apply even if a remedy fails of its essential purpose.

• Either party may terminate for uncured material breach after 30 days' notice.
• We may suspend or terminate immediately for fraud, unlawful conduct, platform risk, sanctions risk, or repeated non-payment.
• Upon termination, your access ends. Commission calculations stop except for already Approved transactions that meet payout rules. Sections intended to survive will survive.

You represent that you are not located in a restricted jurisdiction and are not a restricted party under U.S., U.K., E.U., or other applicable sanctions. You will not permit access to the Service from embargoed countries or by sanctioned persons. You will not use the Service for prohibited end uses.

You will comply with the U.S. FCPA, U.K. Bribery Act, and similar laws. You will not offer anything of value to improperly influence a government official or private party in connection with the Service or Marketplace.

If used by or for the U.S. Government, the Service is "commercial computer software" and "commercial computer software documentation." Rights are limited by FAR 12.212 and DFARS 227.7202.

Legal notices to ReferralStack must be sent to the postal address above with a copy to hello@referralstack.ai. We may notify you by email to your account email or through the Service.

You may not assign or transfer these Terms without our written consent, except to a successor in interest in a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor and assumes all obligations. We may assign to an affiliate or in connection with corporate transactions.

• Law: Delaware law governs, without regard to conflict of law rules.
• Venue: The state and federal courts in New Castle County, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction there.
• Arbitration option: At our election, claims may be resolved by binding arbitration under the AAA Commercial Rules. Seat: Wilmington, Delaware. Language: English. Judgment on the award may be entered in any court of competent jurisdiction.
• Time to bring claims: Any claim must be brought within one year after it accrues.

To the fullest extent permitted by law, both parties waive any right to participate in a class or representative action, and waive jury trial.

The following apply platform-wide unless a program's terms are stricter:

• Honest marketing: Clear disclosures for affiliate relationships, no hidden endorsements.
• Traffic sources: Only channels and geos allowed by the program. No incentivized installs, forced clicks, bundling, or toolbars unless explicitly authorized.
• Brand use: Use only approved logos, names, and creatives if provided. No domain names, subdomains, or ads that impersonate a brand or ReferralStack.
• Coupons: Use only assigned coupons, no coupon injection or unauthorized code posting.
• Email: Honor CAN-SPAM, CASL, GDPR e-privacy rules. Include sender identification, physical address, and opt-out links.
• Content standards: No illegal, infringing, adult, hateful, or deceptive content.
• Evidence: Maintain and provide on request traffic logs, ad screenshots, and landing page copies for 24 months.
• Audit: We or the Advertiser may request reasonable audits of referral evidence. Refusal may lead to reversals and program removal.

These rules reflect common network baselines in modern affiliate marketplaces.

• Publish clear program terms, including eligibility, cookie window, attribution model, commission schedule, payout thresholds, currencies, countries, content and channel restrictions, trademark bidding rules, refund and chargeback effects, and prohibited conduct.
• Do not unfairly retroactively change commission rules for already Approved transactions.
• Mark transactions promptly as Approved or Rejected.
• Configure webhooks and event mapping correctly, ensure accurate order values and plan mapping.
• Pay funding amounts and fees on time.
• Handle customer support and product claims. You are the seller of record to end customers, not ReferralStack.
• Treat affiliates fairly and comply with advertising standards.

We may use third-party processors for subscription fees and Affiliate payouts. You authorize those processors to handle funds on your behalf where applicable. Processor terms apply. Disbursement timing and availability vary by region and risk. If a payout method is unavailable in your region, you must choose an available alternative.

We may issue service credits at our discretion. If you initiate chargebacks improperly, we may treat that as non-payment and suspend your accounts. We may set off any amounts you owe us against amounts we owe you.

Sections 4, 6, 8, 11, 12, 13, 14, 17 through 32 survive termination.

We may update these Terms. We will post the updated version with an effective date. Material changes for paying customers will be notified by email or in-app. Continued use after the effective date constitutes acceptance.

• Scope: When ReferralStack processes personal data on behalf of Advertiser to provide the Service, the DPA applies.
• Processing: Purpose: referral tracking, attribution, fraud detection, analytics, payouts. Categories: account profiles, device data, cookies, transaction metadata.
• Subprocessors: We maintain a current list in Documentation. Customer consents to reasonable additions with notice.
• Security: We implement encryption in transit, access controls, logging, and vulnerability management. You are responsible for your secret keys and endpoint security.

• Eligibility: Business audiences only, no resellers, no adult or hate content.
• Cookie Window: [e.g., 90 days].
• Attribution: last - touch unless coupon overrides.
• Commission: Net of taxes, discounts, refunds.
• Traffic Restrictions: No brand bidding, no incentivized traffic.
• Creative Use: Only approved assets. No impersonation.
• Reversals: Refunds trigger commission reversal within 60 days.
• Disclosure: FTC - compliant affiliate disclosure required.
• Audit: Maintain logs and provide evidence on request.

If you have any questions or concerns about these Terms of Use, or if you wish to exercise any of your rights, please contact us at:

Email: hello@referralstack.ai