Referral Affiliate Agreement

Effective Date: January 1, 2025
Last Updated: January 1, 2025
Version: 1.0

1. Definitions

1.1 "Company" means BetaLaunch Labs Inc.

1.2 "Affiliate" means you, the individual or entity entering into this Referral Affiliate Agreement.

1.3 "Referred Customer" means any individual or entity that purchases RFPWise.AI services through your unique referral code.

1.4 "Commission" means the percentage of revenue paid to Affiliate for Referred Customer purchases.

1.5 "Services" means RFPWise.AI's proposal writing software and related services owned by BetaLaunch Labs Inc.

2. Referral Program Terms

2.1 Acceptance

By submitting a Referral Affiliate application and receiving approval from the Company, you agree to be bound by these terms.

2.2 Commission Structure

• Affiliate earns 20% commission on all payments made by Referred Customers when using your unique referral code
• Commission applies to recurring purchases when the customer uses your unique referral code
• Commission is calculated on gross revenue (before discounts applied to Referred Customer)
• Company reserves the right to modify commission rates with 30 days' written notice

2.3 Referral Attribution

• Referrals are tracked via unique Affiliate referral code
• Cookie duration: 90 days from initial click/visit
• The Affiliate only receives the commission if the Referred Customer uses the Affiliate's unique referral code
• Affiliate must disclose their referral relationship to prospects

2.4 Test Codes

• Approved Affiliates receive 2 complimentary single use test access codes
• Test codes are for Affiliate evaluation or client demonstrations only
• Test codes may not be resold or transferred without Company permission
• Company may provide additional test codes at its discretion

3. Affiliate Responsibilities

3.1 Promotional Activities

Affiliate agrees to:

• Promote Services in a professional and ethical manner
• Accurately represent Services' features, benefits, and pricing
• Not make false, misleading, or exaggerated claims about Services
• Comply with all applicable advertising and marketing laws
• Disclose the referral relationship when promoting Services

3.2 Prohibited Activities

Affiliate shall NOT:

• Engage in spamming, unsolicited bulk email, or similar practices
• Use misleading or deceptive marketing tactics
• Bid on Company's trademarks or brand terms in paid search advertising
• Create misleading domain names or social media accounts suggesting official affiliation
• Make guarantees about customer results or outcomes
• Disparage Company, its Services, or competitors
• Self-refer or engage in fraudulent referral activities

3.3 Compliance

Affiliate must comply with:

• All applicable federal, state/provincial, and local laws and regulations
• FTC Endorsement Guidelines (disclosure of referral relationship)
• CAN-SPAM Act (if sending promotional emails)
• GDPR, CCPA, and other applicable privacy laws

4. Company Responsibilities

4.1 Affiliate Support

Company will provide:

• Unique referral code
• Marketing materials
• 2 complimentary test access codes upon approval
• Email support for Affiliate inquiries

4.2 Customer Support

Company is responsible for:

• All customer onboarding, training, and technical support
• Processing customer payments and billing
• Handling customer refunds or disputes
• Product development and maintenance

4.3 Commission Payments

• Payment Schedule: Monthly, within 15 days after month-end
• Refund Requests: No commission will be paid in the sale if Referred Customer requests a refund
• Payment Method: PayPal only
• Currency: USD (conversions at prevailing PayPal exchange rates if applicable)
• Tax Responsibility: Affiliate is responsible for all applicable taxes on commissions
• PayPal Fees: Company covers standard PayPal transfer fees; Affiliate responsible for currency conversion fees if applicable

5. Intellectual Property

5.1 License Grant

Company grants Affiliate a non-exclusive, non-transferable, revocable license to use Company trademarks, logos, and marketing materials solely for promoting Services under this Agreement.

5.2 Restrictions

• Affiliate may not modify Company's trademarks or logos
• Affiliate may not create derivative works without written permission
• All use must comply with Company's brand guidelines
• License terminates immediately upon Agreement termination

5.3 Ownership

Company retains all rights, title, and interest in Services, trademarks, and proprietary materials. Nothing in this Agreement transfers ownership to Affiliate.

6. Confidentiality

Affiliate agrees to maintain confidentiality of:

• Commission rates and payment terms (unless publicly disclosed)
• Customer information obtained through the referral relationship
• Non-public information about Services, pricing, or business operations
• Affiliate analytics

This obligation survives termination of the Agreement.

7. Data Privacy

7.1 Customer Data

• Affiliate may only collect and use customer data as necessary for referrals
• Affiliate must comply with all applicable data protection laws
• Affiliate must have appropriate privacy policies and consent mechanisms

7.2 Affiliate Data

Company will collect and process Affiliate's personal and business information to administer the referral program, make commission payments, and communicate program updates. See Company's Privacy Policy for details.

8. Term and Termination

8.1 Term

This Agreement begins on the date Affiliate is approved and continues until terminated by either party.

8.2 Termination by Company

Company may terminate this Agreement immediately, at any time, with or without cause, and without prior notice. This includes but is not limited to termination for business reasons, changes in program structure, or at Company's sole discretion.

8.3 Termination by Affiliate

Affiliate may terminate at any time by providing written notice to Company.

8.4 Termination for Cause

Company may terminate immediately for:

• Material breach of this Agreement
• Violation of laws or regulations
• Fraudulent or unethical conduct
• Insolvency or bankruptcy proceedings
• Any conduct Company deems harmful to its business or reputation or any other reason
• The Company is not required to provide reasoning for the termination

8.5 Effect of Termination

• Affiliate must immediately cease all promotional activities and use of Company materials
• After termination, no new commissions accrue (existing customers become unattributed)
• Unpaid commissions will be paid within 30 days of termination
• Company reserves the right to withhold payment if termination is due to fraud, breach, or violation of terms
• Sections 5 (IP), 6 (Confidentiality), 9 (Indemnification), and 10 (Limitation of Liability) survive termination

9. Representations and Warranties

9.1 Affiliate Represents and Warrants:

• Authority to enter into this Agreement
• Compliance with all applicable laws in promotional activities
• No conflicts with existing agreements or obligations
• Accuracy of information provided to Company

9.2 Disclaimer

SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. COMPANY MAKES NO GUARANTEES REGARDING AFFILIATE'S REFERRAL SUCCESS OR COMMISSION EARNINGS.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE 12 MONTHS PRECEDING THE CLAIM.

10.2 COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

10.3 Some jurisdictions do not allow limitation of liability for certain damages. In such jurisdictions, Company's liability is limited to the extent permitted by law.

11. Indemnification

Affiliate agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Affiliate's breach of this Agreement
• Affiliate's violation of laws or regulations
• Affiliate's promotional activities or representations about Services
• Claims by third parties related to Affiliate's referral activities

12. Independent Contractor

Affiliate is an independent contractor, not an employee, agent, or representative of Company. Affiliate has no authority to bind Company or make commitments on Company's behalf. Affiliate is responsible for:

• All taxes, including self-employment and income taxes
• Business licenses and permits
• Insurance coverage
• Compliance with independent contractor laws

Company will issue IRS Form 1099 (or applicable tax document) if commissions exceed reporting thresholds.

13. Modifications

Company may modify this Agreement by:

• Posting updated terms on the website
• Providing 30 days' advance notice via email

Affiliate's continued participation after notice period constitutes acceptance. If Affiliate objects, Affiliate may terminate the Agreement.

14. Dispute Resolution

14.1 Informal Resolution

Parties agree to attempt good-faith informal resolution of disputes before pursuing formal proceedings.

14.2 Arbitration

Any dispute not resolved informally shall be resolved by binding arbitration in accordance with the rules of the ADR Institute of Canada. Arbitration shall take place in Calgary, Alberta, Canada (or virtually if parties agree).

14.3 Exceptions

Either party may seek injunctive relief in court for intellectual property violations or confidentiality breaches.

14.4 Class Action Waiver

Affiliate waives the right to participate in class action lawsuits or class-wide arbitration.

15. General Provisions

15.1 Governing Law

This Agreement is governed by the laws of the Province of Alberta, Canada, without regard to conflict of law principles.

15.2 Entire Agreement

This Agreement constitutes the entire agreement between parties regarding the referral program and supersedes all prior agreements or understandings.

15.3 Severability

If any provision is found unenforceable, the remainder remains in effect, and the unenforceable provision shall be modified to reflect parties' intent.

15.4 Waiver

Failure to enforce any provision does not waive the right to enforce it later.

15.5 Assignment

Affiliate may not assign this Agreement without Company's written consent. Company may assign to subsidiary entities, partners or in connection with a merger, acquisition, or sale.

15.6 Force Majeure

Neither party is liable for failure to perform due to events beyond reasonable control (natural disasters, acts of war, strikes, government actions, pandemics, etc.).

15.7 Notices

All notices must be in writing and sent to:

• To Company: contact@betalaunchlabs.com
• To Affiliate: Email address provided in Affiliate application

16. Contact Information

For questions about this Agreement:

• Email: contact@betalaunchlabs.com
• Website: https://www.rfpwise.ai/referral-affiliates

BetaLaunch Labs Inc.
Calgary, Alberta, Canada