SOBERLY AFFILIATE PROGRAM AGREEMENT

1. Appointment, Purpose, and Eligibility

The Company may, at its sole discretion, authorize Affiliate to promote the App using a unique, individualized affiliate referral code assigned specifically to Affiliate ("Affiliate Code"). Each Affiliate is issued a distinct Affiliate Code. Commissions are attributed solely to purchases made using that specific code. The Company may approve or deny any affiliate application in its sole discretion.

Affiliate represents and warrants that they are at least eighteen (18) years of age and legally able to enter into binding contracts. Participation in the Affiliate Program by individuals under the age of 18 is strictly prohibited.

2. Commission Structure

2.1 Commission Rate

Affiliate shall earn a commission equal to twenty percent (20%) of the Gross Subscription Price of each Qualifying Purchase made using Affiliate's assigned Affiliate Code.

2.2 Qualifying Purchases

A "Qualifying Purchase" means:

• A first-time paid subscription to Soberly
• Purchased by a new user
• Who has never previously held a paid or active subscription to the App
• And who completes the transaction using Affiliate's specific assigned Affiliate Code

Commission applies only to the initial subscription payment made by such user.

2.3 No Renewals or Repeat Subscriptions

No commission shall be paid on:

• Subscription renewals
• Recurring billing
• Re-subscriptions by former users
• Upgrades or plan changes
• Lifetime value beyond the first transaction

2.4 Exclusions

Commissions do not apply to:

• Refunds
• Chargebacks
• Fraudulent transactions
• Promotional credits
• Taxes

If a transaction is refunded or reversed, the related commission may be deducted from future payments. No commission shall be earned on any transaction that is refunded, reversed, disputed, or charged back. If a refund, reversal, or chargeback occurs after a commission has been credited or paid, the Company may deduct the corresponding commission from future payments or offset such amount against any amounts otherwise owed to Affiliate. The Company may delay payment of commissions for a reasonable period to account for refund activity, fraud review, or chargeback risk.

2.5 Gross Subscription Price

"Gross Subscription Price" means the retail subscription price actually paid by the customer (e.g., if the customer pays $28.49 due to a 5% discount, the affiliate is owed $5.70) at the time of purchase, excluding:

• Sales tax
• VAT
• Government-imposed fees
• Refunds
• Chargebacks

Commission is calculated based on the subscription price paid by the customer before deduction of app store commissions or payment processing fees.

2.6 Payment Terms

Commissions are calculated monthly. Affiliates shall be paid earned commissions within fourteen (14) days after the end of the calendar month in which the qualifying revenue was generated, provided the minimum payout threshold of $25 has been met. Commissions below the threshold will roll forward. The Company may delay payment for fraud review or refund verification. Company tracking and accounting records are final and binding.

3. Tracking & Attribution

• Commissions are tracked exclusively via Affiliate's assigned Affiliate Code.
• Affiliate Codes may not be transferred, resold, sublicensed, or distributed for paid traffic campaigns without written consent.
• The Company is not responsible for tracking failures caused by user error, platform limitations, or technical issues outside Company control.
• Attribution is determined solely by Company systems.

4. Independent Contractor Status

Affiliate is an independent contractor. Nothing in this Agreement creates employment, partnership, joint venture, or agency. Affiliate has no authority to bind the Company. Affiliate is solely responsible for taxes.

5. Affiliate Conduct & Representations

Affiliate agrees to:

• Promote the App honestly and ethically
• Avoid false, misleading, or unsubstantiated claims
• Avoid medical or scientific claims unless expressly approved in writing
• Comply with all laws and platform policies

Affiliate may not represent themselves as an employee, partner, or official spokesperson of the Company.

6. Intellectual Property & Content Responsibility

Affiliate is solely responsible for all content created or distributed. Affiliate agrees:

• Not to use copyrighted material without proper license
• To comply with all intellectual property laws
• To comply with platform licensing policies

The Company does not review, pre-approve, or control Affiliate content.

7. Advertising & Disclosure Requirements

Affiliate must clearly and conspicuously disclose that they earn a commission from qualifying purchases made using their Affiliate Code. A disclosure is considered "clear and conspicuous" if:

• It is easy to notice and understand;
• It appears in the caption, description, or spoken content of the post;
• It is not hidden among hashtags or placed where viewers are unlikely to see it; and
• It communicates that the Affiliate receives financial compensation.

Acceptable examples of disclosure include:

• "I earn commission if you sign up."
• "This is an affiliate link."
• "I get paid if you use my code."
• "#ad" or "#affiliate" placed clearly and not buried among unrelated hashtags.

Use of platform-provided branded content or paid partnership disclosure tools. Simply posting an Affiliate Code or referral link without disclosure is not sufficient. Failure to comply with these disclosure requirements may result in suspension or termination from the Affiliate Program and forfeiture of unpaid commissions.

8. Indemnification

Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, members, employees, and agents from any claims, damages, losses, liabilities, penalties, fines, costs, or legal expenses arising out of:

• Affiliate's content
• Affiliate's promotional activities
• Copyright violations
• Failure to disclose advertising relationships
• Breach of this Agreement
• Violation of law

This obligation survives termination. Affiliate agrees to promptly notify the Company of any claim, legal threat, or regulatory inquiry relating to their promotional activities and to cooperate fully in the defense of such matters.

9. Removal on Demand

Upon written request from the Company, Affiliate must promptly remove, modify, or disable any content referencing the Company or the App. Failure to comply constitutes material breach.

10. Prohibited Conduct

Affiliate shall not:

• Engage in spam or deceptive marketing
• Purchase ads using Company brand terms without written approval
• Self-refer or generate fraudulent signups
• Attempt to manipulate attribution systems
• Associate the App with illegal, harmful, or offensive content

11. Termination & Program Modification

Either party may terminate this Agreement at any time. The Company may suspend or terminate Affiliate participation at any time, for any reason or no reason, at the Company's sole and absolute discretion, with or without notice. Upon termination:

• Affiliate must immediately cease promotion
• Affiliate must remove Company branding upon request
• Unpaid commissions may be withheld if termination results from breach, fraud, or misconduct

The Company reserves the right to modify, suspend, or discontinue the Affiliate Program at any time.

12. No Earnings Guarantee

The Company makes no guarantee of income or results.

13. Limitation of Liability

To the maximum extent permitted by law:

• The Company shall not be liable for indirect, incidental, consequential, special, or punitive damages.
• Total liability shall not exceed commissions paid to Affiliate in the three (3) months preceding the claim.

14. Governing Law

This Agreement shall be governed by the laws of the State of North Carolina.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications.

Acceptance of Agreement

This Agreement is accepted electronically. By checking the box stating "I agree to the Soberly Affiliate Program Agreement" and submitting an application or participating in the Soberly Affiliate Program, Affiliate agrees to be legally bound by the terms of this Agreement. Electronic acceptance shall have the same legal effect as a handwritten signature.