1. Introduction
Welcome to the Clearside AI Affiliate Program. This Agreement governs your participation in our affiliate program and sets forth the terms and conditions of our business relationship. By checking the box and signing, you acknowledge that you have read, understood, and agree to be bound by all terms herein.
2. Commission & Payment Terms
- Affiliate will earn a 40% commission on the setup fee and a 20% commission on each monthly subscription payment collected from referred customers.
- Commissions are paid twice per month, net 15, via your affiliate payment portal or another method designated by Company at Company's sole discretion.
- Minimum payout threshold is $50 USD. Balances under $50 will roll over until the threshold is met. Company reserves the right to adjust payout methods, schedules, and thresholds with 30 days' written notice.
- Chargebacks and Refunds: If a referred customer receives a refund or initiates a chargeback, the corresponding commission will be deducted from Affiliate's future earnings or invoiced separately if no future earnings exist.
3. Tracking & Attribution
- All referrals must come through the Affiliate's unique tracking link or code provided by Company.
- Company uses proprietary internal systems to determine valid referrals.
- Last-click attribution will apply unless otherwise stated. Company's tracking records and determinations are final and binding.
- Company reserves the right to modify tracking methods and attribution models at any time.
4. Promotion Guidelines
Affiliate may promote Clearside AI through personal networks, websites, and marketing channels consistent with applicable law and this Agreement.
Affiliate may not:
- Misrepresent Clearside AI's services, features, or capabilities, or make unapproved claims
- Engage in spam, misleading advertising, deceptive practices, or any unethical marketing activities
- Bid on Clearside AI's trademarks, brand name, variations, or misspellings in paid advertising without express written permission
- Use Company's name, logos, or trademarks except as specifically authorized in writing
- Engage in any activity that could damage Company's reputation or business relationships
Affiliates must follow Company's brand guidelines and represent the brand professionally at all times. Company may provide updated guidelines that Affiliate must implement within 30 days of notice.
5. Independent Contractor Status
Affiliate is an independent contractor, not an employee, agent, partner, joint venturer, or legal representative of Company. Affiliate has no authority to bind Company or make commitments on Company's behalf.
Affiliate is solely responsible for all taxes, business expenses, licenses, permits, and legal compliance related to commissions earned and affiliate activities.
6. Termination
6.1 Termination Rights Either party may terminate this Agreement at any time with or without cause by providing written notice. Company may terminate this Agreement immediately upon written notice if Affiliate breaches any provision hereof.
6.2 Effect of Termination Upon termination:
- Affiliate's right to earn commissions ceases immediately
- Company will pay earned commissions for completed transactions as of the termination date, subject to Company's standard payment schedule
- Affiliate must immediately cease all promotional activities and use of Company materials
- All confidential information must be returned or destroyed within 48 hours
- Post-termination obligations in this Agreement shall survive termination
6.3 Withholding of Commissions Company reserves the right to withhold, delay, or reclaim commissions if Affiliate violates this Agreement, engages in fraudulent, illegal, or unethical activity, or if referred customers dispute charges or request refunds.
7. Confidentiality, Non-Disclosure & Trade Secrets
7.1 Confidential Information Affiliate acknowledges that through participation in this program, Affiliate may gain access to Company's confidential and proprietary information including but not limited to:
- Business models, strategies, and methodologies
- Technical architecture, systems, and software designs
- Proprietary algorithms, AI models, and training methods
- Customer data, lists, and business intelligence
- Pricing strategies and financial information
- Marketing techniques and customer acquisition methods
- Internal processes, procedures, and operational methods
- Any non-public information about Company's business
7.2 Non-Disclosure Obligations Affiliate agrees to:
- Hold all Confidential Information in strict confidence
- Not disclose Confidential Information to any third party
- Not use Confidential Information for any purpose other than fulfilling obligations under this Agreement
- Take reasonable precautions to protect the confidentiality of all Confidential Information
- Immediately notify Company of any unauthorized disclosure or use
7.3 Return of Information Upon termination or at Company's request, Affiliate shall immediately return or destroy all materials containing Confidential Information and certify such return or destruction in writing.
8. Non-Compete & Non-Solicitation
8.1 Non-Compete During the term of this Agreement and for twenty-four (24) months following termination, Affiliate agrees not to:
- Develop, market, or promote any AI-powered business solution that competes with Company's services
- Use Company's Confidential Information to create competing products or services
- Directly or indirectly engage in any business that utilizes Company's business model, methodologies, or proprietary approaches
- Partner with, invest in, or advise any direct competitor of Company
8.2 Non-Solicitation During the term and for twelve (12) months following termination, Affiliate agrees not to:
- Solicit, contact, or attempt to divert any of Company's customers or prospects for competing purposes
- Encourage any Company customer to terminate their relationship with Company
- Solicit any Company employee, contractor, or affiliate for employment or competing services
8.3 Reasonableness Affiliate acknowledges that these restrictions are reasonable and necessary to protect Company's legitimate business interests and Confidential Information.
9. Intellectual Property
9.1 Company IP All intellectual property rights in Company's products, services, trademarks, copyrights, trade secrets, and materials remain exclusively with Company. Affiliate receives no ownership rights whatsoever.
9.2 License Grant Company grants Affiliate a limited, non-exclusive, revocable license to use Company's approved marketing materials solely for promoting Company's services in accordance with this Agreement.
9.3 Affiliate-Generated Content Any content, materials, or intellectual property created by Affiliate in connection with this Agreement shall be owned by Company if it incorporates Company's Confidential Information or trade secrets.
10. Liability & Indemnification
10.1 Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY TO AFFILIATE SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10.2 Indemnification Affiliate agrees to indemnify, defend, and hold harmless Company from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:
- Affiliate's breach of this Agreement
- Affiliate's promotional activities or marketing materials
- Any violation of law or third-party rights by Affiliate
- Any negligent or wrongful acts or omissions by Affiliate
10.3 Insurance Affiliate is encouraged to maintain appropriate professional liability and general liability insurance coverage.
11. Compliance & Legal Requirements
Affiliate represents and warrants that:
- Affiliate has the legal capacity and authority to enter into this Agreement
- Affiliate will comply with all applicable laws, regulations, and industry standards
- All promotional activities will be conducted legally and ethically
- Affiliate will maintain any required licenses, permits, or registrations
12. Modifications & Amendments
Company reserves the right to modify this Agreement at any time by providing written notice to Affiliate. Continued participation in the affiliate program after notice constitutes acceptance of the modifications. Material changes will be provided with at least 30 days' notice.
13. General Provisions
13.1 Governing Law & Jurisdiction This Agreement shall be governed by and construed in accordance with the laws of Oklahoma, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the courts of Oklahoma County.
13.2 Dispute Resolution The parties agree that any dispute arising under this Agreement shall first be addressed through good faith negotiations. If unresolved within 30 days, disputes shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association on an individual basis only.
Both parties agree that arbitration is the sole and exclusive method for resolving any disputes and waive any right to pursue claims in court or through class action, collective action, or representative proceedings. Each party acknowledges that this arbitration requirement is a material term of this Agreement and that both parties benefit from the efficiency and cost-effectiveness of arbitration over traditional litigation.
13.3 Injunctive Relief Affiliate acknowledges that breach of the confidentiality, non-compete, or intellectual property provisions would cause irreparable harm to Company. Company shall be entitled to seek injunctive relief and other equitable remedies without posting bond and without prejudice to other remedies available at law or equity.
13.4 Attorney Fees In any legal action to enforce this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs.
13.5 Severability If any provision of this Agreement is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13.6 Entire Agreement This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements relating to the subject matter hereof.
13.7 Force Majeure Neither party will be held responsible for delays or inability to perform their obligations due to circumstances beyond their reasonable control, such as natural disasters, new government regulations, technical outages, or other extraordinary events.
14. Acceptance
By enrolling in the Clearside AI Affiliate Program, Affiliate acknowledges that they have read, understood, and agree to be bound by all terms and conditions of this Agreement. This Agreement shall be effective once Affiliate electronically signs and submits the affiliate program signup form.