Affiliate Program Terms

1. Introduction

These Terms form a binding agreement between you and Classentra Technologies Inc., a corporation organized under the laws of the Province of Ontario, Canada. The effective date of these Terms is the date you accept them via the affiliate application or the re-acceptance interstitial. Continued participation after a posted update to these Terms constitutes acceptance of the updated version.

2. Definitions

Capitalized terms used in these Terms have the meanings set out below.

• "Affiliate Link" means the unique URL containing your approved affiliate slug used to attribute referrals.
• "Cookie Window" means the 30-day period beginning when a prospective customer clicks an Affiliate Link.
• "Qualified Referral" means a paid transaction by an end customer attributable to your Affiliate Link under the attribution rules in section 5.
• "Conversion" means a Qualified Referral that has cleared the holding period in section 10 without refund or chargeback.
• "Commission" means the amount payable to you for a Conversion at the rate configured for the underlying product or tier.
• "Holding Period" means the 30-day window following a Conversion during which the Commission is held pending refund/chargeback risk.
• "Net Revenue" means gross revenue collected by Classentra for the referred product, net of refunds, chargebacks, taxes, and payment-processor fees.
• "Chargeback" means a payment reversal initiated by a customer's card issuer or payment provider.
• "Self-Referral" means a Conversion attributable to you, members of your household, or any account you control, in whole or in part.
• "Prohibited Conduct" has the meaning set out in section 7.
• "IP" means trademarks, logos, copyrighted material, marketing assets, and other intellectual property owned by Classentra.
• "Confidential Information" means non-public information disclosed to you in connection with these Terms, including aggregate performance data shown in the affiliate dashboard.
• "Force Majeure" has the meaning set out in section 20.

3. Eligibility

To participate as an Affiliate you must (a) be at least 18 years old or the legal age of majority in your jurisdiction, whichever is greater; (b) have legal capacity to enter into binding contracts; (c) not be a resident of a country subject to comprehensive Canadian or US economic sanctions; (d) not be a current employee of Classentra Technologies Inc. or an immediate family member of one; and (e) not be currently terminated from this program under section 17.

4. Enrollment and approval

You apply by submitting the application at /affiliates/apply. Classentra has sole discretion to approve, reject, or later revoke approval of any application. We may request additional information at any time and may suspend a pending account while we evaluate the application. Approval grants you the rights set out in these Terms; rejection ends the application without further obligation.

5. Affiliate links and tracking

You are responsible for using only your approved Affiliate Link. You must not modify the link, cloak it in misleading ways, or otherwise circumvent attribution. Attribution is last-click within a 30-day Cookie Window unless explicitly stated otherwise for a specific product. Where two Affiliates' clicks fall within the same Cookie Window, attribution goes to the most recent click. Self-Referrals are not Qualified Referrals.

6. Commission structure

Commission rates are displayed in your affiliate dashboard and may vary by product, tier, or campaign. Commissions are paid only on Qualified Referrals that mature into Conversions per section 10. Recurring commissions on subscription products are paid for the number of billing cycles configured for the applicable tier. No double-attribution: each Qualified Referral pays at most one Affiliate.

7. Prohibited conduct

You must not engage in any of the following while participating in this program.

• Spam, including conduct that would constitute a violation of the US CAN-SPAM Act or Canada's Anti-Spam Legislation (CASL).
• Bidding on Classentra-owned trademarks or any close variant in paid search (Google Ads, Bing Ads, or any other paid placement).
• Misleading claims about Classentra products, pricing, performance, or your relationship with Classentra.
• Fake reviews, manipulated ratings, or fabricated testimonials.
• Bot traffic, click farms, or any automated method of generating clicks or applications.
• Posting the Classentra brand or coupon codes on coupon or cashback sites without prior written approval.
• Self-Referrals or schemes to generate Conversions on accounts you control.
• Cashback-to-buyer arrangements or any other scheme that pays buyers to purchase via your link, unless pre-approved in writing.
• Any conduct that violates applicable consumer-protection or advertising law.

8. Self-referral and conflict of interest

You may not earn Commission on your own purchases, on purchases by members of your household, or on purchases by accounts you control or operate. Classentra may, at its discretion, reverse Commissions on transactions identified as Self-Referrals at any time, including after payout, and may require repayment of amounts already paid.

9. Coupons and discount stacking

Where a promotional coupon already discounts a transaction, the affiliate cookie does not stack with the coupon by default. Coupon-precedence rules are configured per coupon: a coupon may award reduced or zero Commission to the Affiliate associated with the click, even when the click occurred within the Cookie Window.

10. Payout terms

Payouts are subject to the following conditions.

• Minimum payout threshold: USD 50 equivalent. Balances below the threshold roll forward to the next cycle.
• Cadence: monthly, with payouts processed in the first half of the calendar month for Conversions matured the prior month.
• Supported methods: Stripe Connect (Express), PayPal, or Wise, subject to availability in your country.
• Currency: paid in USD unless your Stripe Connect destination dictates otherwise.
• Holding Period: 30 days from the date of the underlying transaction before a Conversion is eligible for payout.
• Clawback: Classentra may reverse a Commission for up to 90 days from the underlying transaction if the transaction is refunded or charged back.
• Dormant accounts: balances held for 24 consecutive months without payout activity may be forfeited subject to applicable provincial unclaimed-property law.

11. Taxes

You are solely responsible for declaring Commission income and paying any taxes owed in your jurisdiction. Classentra issues a T4A slip annually to Canadian-resident Affiliates where required by the Canada Revenue Agency, and an NR4 slip with applicable non-resident withholding to non-resident recipients where required. Classentra collects W-9 or W-8BEN substitute information from Affiliates in jurisdictions where applicable. Classentra does not withhold income tax on payouts to non-Canadian Affiliates except as required by law.

12. Intellectual property and brand assets

Classentra grants you a limited, non-exclusive, non-transferable, revocable license to use the Classentra word marks, logos, and approved marketing assets from the affiliate asset library solely to promote Classentra in accordance with these Terms. You may not use any Classentra mark as a primary identifier (for example, as part of a domain name, business name, or social-media handle), and you may not modify any mark. This license terminates immediately on termination of the affiliate relationship, and all unauthorized uses must cease.

13. FTC and CASL disclosure obligations

You must comply with all applicable advertising and anti-spam laws, including without limitation: (a) the US Federal Trade Commission Endorsement Guides (16 CFR Part 255), which require clear and conspicuous disclosure of any material connection (including the affiliate relationship) in any endorsement, review, or recommendation; and (b) Canada's Anti-Spam Legislation (CASL), which requires express or implied consent, sender identification, and a working unsubscribe mechanism in any commercial electronic message. Classentra may request evidence of compliance and may suspend or terminate accounts in violation.

14. Data privacy

Classentra processes personal data about Affiliates in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) as primary, with Quebec's Law 25 compliance where applicable and GDPR-aligned protections for European Union Affiliates. You are the controller of personal data you collect from prospects via your own marketing activities and are responsible for your own privacy notices, consents, and lawful basis. You must not transmit personal data of prospects to Classentra except as necessary for normal affiliate-link tracking, which collects only the cookie set on click and standard request metadata.

15. Confidentiality

Non-public information shared by Classentra with you in connection with the program, including aggregate dashboard performance data, internal commission configurations, and non-public Classentra business plans, is Confidential Information. You may not disclose Confidential Information for two (2) years following termination of the affiliate relationship, except for information that is publicly known through no fault of yours, lawfully obtained from a third party without confidentiality obligation, or required to be disclosed by law (in which case you will give prompt notice where legally permitted).

16. Indemnification and limitation of liability

You will indemnify, defend, and hold harmless Classentra and its officers, directors, employees, and contractors from any third-party claim arising out of (a) your breach of these Terms, (b) your infringement of any third-party intellectual-property right, or (c) your violation of any law including FTC or CASL obligations. Classentra's aggregate liability under these Terms is capped at the greater of (i) the Commissions paid to you in the twelve (12) months preceding the event giving rise to the claim, or (ii) USD 100. The program is provided on an "as-is" basis; Classentra disclaims all warranties, express or implied, regarding earnings, conversion rates, or performance of the program.

17. Term and termination

Either party may terminate these Terms for convenience by giving thirty (30) days written notice. Classentra may terminate immediately for material breach of these Terms or for Prohibited Conduct. Either party may terminate immediately on the other's insolvency or assignment for the benefit of creditors. Upon termination, Commissions accrued but unpaid as of the termination date are paid in the next regular payout cycle subject to clawback under section 10; the license granted in section 12 ends immediately; and the confidentiality obligations of section 15 survive.

18. Changes to these Terms

Classentra may update these Terms from time to time. For substantive changes, Classentra will provide at least fourteen (14) days advance notice via the email address associated with your account and via a banner in the affiliate dashboard. Continued participation in the program after the effective date of the updated Terms constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you may terminate under section 17.

19. Governing law and dispute resolution

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws principles. Each party irrevocably consents to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

20. Force majeure and miscellaneous

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labour disputes, power or telecommunications failures, pandemics, and governmental action ("Force Majeure"). If any provision of these Terms is held unenforceable, the remaining provisions remain in effect. No waiver of any provision is effective unless in writing. These Terms are the entire agreement between the parties regarding the affiliate program and supersede all prior agreements. Notices must be sent in writing to the addresses on file. There are no third-party beneficiaries. Classentra may assign these Terms; you may not assign without our prior written consent. Electronic acceptance is equivalent to a signed agreement and these Terms may be accepted in counterparts.