Affiliate Program Agreement

1. Introduction

This Affiliate Program Agreement (“Agreement”) is entered into by and between Cascadia Web Services, LLC (“Cascadia Web Services”, “Company”, “we”, “us”, or “our”) and the individual or entity (“Affiliate”, “you”, or “your”) that completes the Affiliate registration process and is approved by the Company.

By participating in the Cascadia Web Services Affiliate Program, you agree to comply with this Agreement in full. This Agreement supplements and incorporates by reference the Company’s Terms and Conditions, Privacy Policy, Cookie Policy, Disclaimer, and Acceptable Usage Policy, which govern all access and use of Cascadia’s websites and services.

2. Definitions

“Affiliate Link” means the unique tracking link, code, referral identifier, coupon code, or other attribution method issued by the Company to Affiliate.

“Affiliate Materials” means any logos, trademarks, service marks, brand assets, landing pages, approved copy, banners, links, screenshots, or other promotional materials provided or approved by the Company.

“Commissionable Revenue” means amounts actually received by the Company from a Qualifying Sale, excluding taxes, governmental fees, refunds, reversals, chargebacks, credits, discounts, payment processing fees, third-party pass-through fees, and any non-commissionable products or services identified by the Company.

“Existing Customer or Existing Prospect” means any person or entity that, as determined by the Company’s records, has previously purchased from the Company, is already in the Company’s CRM or sales pipeline, has requested a proposal or consultation, has been referred by another source, or has otherwise had a material pre-existing relationship with the Company before the Affiliate referral is recorded.

“Qualifying Sale” means a new, bona fide sale to a new customer that is properly attributed to Affiliate by the Company’s tracking records, is paid in full, remains in good standing through the applicable hold and refund review period, and otherwise complies with this Agreement and any Program Policies.

“Referral Window” means the attribution period beginning when a prospective customer first clicks a valid Affiliate Link and ending thirty (30) days later, unless a different period is stated by the Company in writing.

“Program Policies” means any additional published program rules, FAQs, commission schedules, brand rules, prohibited-keyword lists, or payout instructions made available by the Company through the Affiliate Portal, dashboard, welcome materials, or written notice.

3. Enrollment and Approval

To join the Affiliate Program, you must submit a complete application through our official affiliate registration process. Cascadia Web Services reserves the right to approve or reject any application at its sole discretion and without obligation to disclose the reasons for rejection.

Upon acceptance, you will receive access to your unique affiliate tracking links and the Affiliate Portal.

The Company may request additional information at any time to verify Affiliate identity, ownership, traffic sources, promotional methods, tax status, or compliance history, and may suspend or revoke approval if such information is not provided.

4. Affiliate Obligations and Program Rules

As an approved Affiliate, you agree to promote Cascadia Web Services in a lawful, accurate, professional, and non-deceptive manner.

You must:

• use only Affiliate Links and Affiliate Materials approved by the Company;

• clearly and conspicuously disclose your affiliate relationship wherever required by applicable law, including FTC endorsement and testimonial guidance;

• ensure that all statements you make about the Company, its services, pricing, features, timelines, support, performance, or results are truthful, current, and supported by the Company’s official website or written materials;

• promptly comply with any request from the Company to edit, pause, remove, or correct any marketing content or traffic source;

• maintain complete and accurate records of your promotional activities sufficient to demonstrate compliance with this Agreement.

You may not, directly or indirectly:

• impersonate the Company or represent that you are the Company, an employee of the Company, or authorized to bind the Company;

• present yourself as a legal partner, joint venture partner, reseller, agent, broker, employee, or franchisee of the Company unless separately authorized in a signed written agreement;

• negotiate pricing, service terms, guarantees, refunds, discounts, credits, SLAs, or custom scopes on behalf of the Company;

• publish or communicate false, misleading, unsubstantiated, defamatory, infringing, or disparaging content regarding the Company or any competitor;

• make guarantees or promises regarding rankings, traffic, leads, conversions, uptime, deliverability, revenue, response times, staffing levels, security outcomes, or business results unless the exact statement appears in current Company-approved materials;

• use deceptive domains, subdomains, pages, social handles, display names, email addresses, ad copy, or metadata that could confuse a user into believing your content is owned, operated, or officially endorsed by the Company;

• register, purchase, use, or maintain any domain name, social media handle, page name, business listing, or paid ad identity containing “Cascadia,” “Cascadia Web Services,” or any confusingly similar variation, misspelling, or transliteration without prior written consent;

• use cookie stuffing, forced clicks, hidden iframes, automatic redirects, toolbars, browser extensions, adware, spyware, malware, script-based attribution injection, fake form submissions, fabricated identities, or any other method designed to create artificial or unauthorized tracking events;

• use spam, unsolicited bulk messaging, misleading traffic sources, incentivized traffic, fake reviews, fake testimonials, cashback promotions, coupon sites, loyalty programs, sweepstakes, giveaways, or reward-based promotion methods unless expressly approved in writing by the Company;

• bid on the Company’s trademarks, service marks, branded terms, domain names, or confusingly similar misspellings in paid search, shopping, display, social, or other ad platforms without prior written consent;

• direct-link paid ads to the Company’s website using branded or restricted terms if prohibited by Program Policies;

• use Company trademarks in any ad headline, display URL, account name, sponsored social profile, or similar placement in a way that implies official affiliation or ownership;

• offer unauthorized coupons, discounts, bonuses, rebates, or pricing claims;

• scrape, copy, or mirror the Company’s website, landing pages, knowledge base, proposals, or other proprietary materials except as expressly authorized;

• sublicense, assign, delegate, or permit any third party, subcontractor, agency, or sub-affiliate to participate under your account without prior written consent.

Affiliate is an independent contractor. Nothing in this Agreement creates any agency, employment, fiduciary, franchise, partnership, joint venture, or representative relationship between the parties.

All goodwill arising from Affiliate’s use of Company marks, links, and materials belongs exclusively to the Company.

5. Commissions, Attribution, and Payouts

Affiliate will earn a commission only on a Qualifying Sale.

5.1 Attribution

A sale will be attributed according to the Company’s tracking records. Unless otherwise stated in Program Policies, the Company will apply a last-valid-click attribution model within the applicable Referral Window.

The Company’s records, logs, CRM entries, billing records, referral records, and fraud-detection records will control in the event of any dispute regarding attribution, clicks, leads, conversions, or payout eligibility.

No commission is owed where a customer:

• is an Existing Customer or Existing Prospect;

• is referred through an invalid, expired, altered, blocked, or improperly implemented Affiliate Link;

• uses privacy settings, blockers, device changes, cookie deletion, or other technical settings that prevent reliable attribution;

• is attributed by the Company to another referral source, internal sales effort, house account, paid campaign, agency relationship, partner relationship, or manual sales process;

• completes a transaction after the Referral Window has expired;

• is Affiliate, an Affiliate-controlled entity, a related party, or a self-referral;

• engages in fraud, abuse, non-payment, chargeback activity, or other suspicious conduct.

5.2 Qualifying Sale Conditions

A sale is not a Qualifying Sale unless all of the following are true:

• the customer is new to the Company;

• the transaction is completed and paid in full;

• the transaction is valid, arms-length, and not fraudulent or abusive;

• the sale is not canceled, refunded, reversed, disputed, credited back, written off, or materially reduced during the applicable review period;

• the sale otherwise complies with this Agreement and all Program Policies.

5.3 Commissionable Revenue

Commissions are calculated only on Commissionable Revenue. For clarity, commissions are not paid on taxes, refunds, credits, chargebacks, payment processing fees, pass-through vendor costs, separately invoiced third-party software, or any products, services, or one-time items designated by the Company as non-commissionable.

5.4 Hold Period and Payment Timing

The Company may hold commissions for review until the later of:

• the expiration of the applicable refund or cancellation period; and

• forty-five (45) days after the Company receives cleared payment from the customer.

The Company may extend the hold period where reasonably necessary to investigate fraud, attribution issues, compliance concerns, or unusual transaction patterns.

Commission rates, minimum payout thresholds, payment methods, and payout schedules may be stated in the Affiliate Portal, dashboard, welcome materials, or other Program Policies.

Balances below the applicable minimum payout threshold will roll forward to the next payout period.

5.5 Taxes, Withholding, and Payment Information

All payouts are made in U.S. Dollars unless the Company states otherwise in writing.

Affiliate is solely responsible for all taxes, duties, levies, reporting obligations, and similar governmental charges arising from participation in the Program. The Company may require a completed W-9, W-8, or other tax documentation before issuing payment, and may withhold any amounts required by applicable law.

Affiliate is responsible for maintaining current and accurate payment and tax information. If Affiliate fails to provide valid payment or tax details, the Company may defer payment until corrected. If commissions remain unpaid due to incomplete or invalid payout information for one hundred eighty (180) days or more, the Company may void, offset, or otherwise handle such amounts as permitted by applicable law, including unclaimed-property laws.

5.6 Adjustments, Reversals, and Setoff

The Company may deny, reverse, offset, or recover commissions arising from:

• refunded, canceled, disputed, reversed, or partially refunded transactions;

• fraudulent or suspicious transactions;

• self-referrals or related-party transactions;

• violations of this Agreement or Program Policies;

• attribution errors, duplicate payouts, clerical errors, or overpayments.

The Company may offset any amounts owed by Affiliate to the Company against commissions otherwise payable.

5.7 No Guarantee of Referrals or Earnings

The Company does not guarantee any minimum number of clicks, leads, sales, conversions, commissions, or earnings.

The Company retains sole control over its pricing, packaging, service eligibility, onboarding, acceptance or rejection of customers, contract terms, refunds, collections, and account decisions.

6. Compliance with Laws; Disclosures; Testimonials and Claims

Affiliate must comply with all applicable laws, regulations, platform rules, and industry guidance in connection with its participation in the Program, including without limitation:

• FTC endorsement, testimonial, and advertising disclosure requirements;

• CAN-SPAM, TCPA, TSR, and similar marketing and communications laws where applicable;

• privacy, cookie, and data-protection laws applicable to Affiliate’s location, audience, traffic source, or promotional method, including where applicable GDPR, UK GDPR, ePrivacy rules, CCPA/CPRA, and similar laws;

• intellectual property, unfair competition, consumer protection, and false advertising laws.

Affiliate is solely responsible for obtaining any required notices, disclosures, consents, and legal permissions associated with its traffic sources, audience targeting, cookies, pixels, tags, ad campaigns, and promotional methods.

Affiliate may not publish or communicate:

• fabricated reviews or testimonials;

• misleading before-and-after claims;

• unsubstantiated performance, revenue, SEO, ranking, conversion, security, uptime, deliverability, or support claims;

• “guaranteed” outcomes unless expressly provided in current Company-approved materials;

• earnings claims or ROI statements on behalf of the Company unless expressly approved in writing and supported by substantiation;

• false urgency, false scarcity, fake deadlines, or fake promotional terms;

• unauthorized legal, compliance, tax, or technical assurances on behalf of the Company.

Where Affiliate uses testimonials, endorsements, screenshots, case studies, or customer statements, Affiliate must ensure they are authentic, lawfully obtained, accurately presented, and accompanied by any legally required disclosures or disclaimers.

The Company may require Affiliate to remove or correct any non-compliant statement, claim, testimonial, endorsement, ad, page, post, video, email, or promotional asset immediately.

Artificial intelligence and automation. Affiliate may use AI tools to assist in producing promotional content, but remains fully responsible for everything published under its accounts. AI-generated output must be reviewed for accuracy before publication, must not fabricate testimonials, reviews, case studies, statistics, screenshots, or customer statements, and must not assert any capability, result, price, timeline, or guarantee that does not appear in current Company-approved materials. Affiliate must not use automated tools to generate bulk low-quality pages, spun content, fake engagement, synthetic reviews, or artificial traffic. The Company may require removal of any AI-assisted content that it determines creates legal, compliance, or brand risk.

7. Use of Company Intellectual Property

The Company grants you a limited, revocable, non-exclusive, non-transferable license to use Cascadia Web Services’ logos, promotional materials, and links solely in connection with your participation in the Affiliate Program.

You may not:

• Modify or reverse engineer Company materials

• Register domains or social media handles containing “Cascadia” or related trademarks

• Misrepresent your relationship with the Company

The Company retains all rights, title, and interest in its intellectual property.

All use of Company intellectual property shall comply with brand guidelines and Program Policies, and all rights granted under this Section terminate immediately upon suspension or termination of Affiliate’s participation.

8. Confidentiality

You agree to keep confidential all non-public business, technical, or financial information disclosed to you by the Company. This includes, but is not limited to, commission rates, dashboard data, client lists, and marketing strategies.

Affiliate shall not disclose non-public commission structures, dashboard data, customer information, conversion data, or Program Policies except as required by law, and these obligations survive termination.

9. Indemnification

Affiliate will indemnify, defend, and hold harmless Cascadia Web Services, LLC and its members, officers, employees, contractors, and agents from and against any claim, demand, action, proceeding, loss, liability, damage, judgment, settlement, fine, penalty, cost, or expense, including reasonable attorneys’ fees, arising out of or relating to:

• Affiliate promotional activity, content, creatives, landing pages, advertising, and traffic sources;

• any statement, claim, guarantee, testimonial, endorsement, earnings claim, or representation made by Affiliate about the Company or its services;

• Affiliate’s breach of this Agreement or of any Program Policies;

• Affiliate’s violation of any applicable law, including FTC endorsement and advertising rules, CAN-SPAM, TCPA, TSR, and privacy, cookie, and data protection laws;

• Affiliate’s infringement or misappropriation of any third-party intellectual property, privacy, or publicity right;

• any unauthorized use of Company marks, domains, or materials by Affiliate; and

• the acts or omissions of any sub-affiliate, agency, subcontractor, or other party operating under Affiliate’s account.

The Company will promptly notify Affiliate in writing of any claim for which it seeks indemnification, and Affiliate will assume sole control of the defense and settlement at its own expense. Affiliate may not settle any claim in a manner that imposes an obligation, admission, or unindemnified liability on the Company without the Company’s prior written consent. The Company may participate in the defense with counsel of its own choosing at its own expense.

The Company may offset any amount owed under this Section against commissions otherwise payable to Affiliate.

This Section survives termination of this Agreement.

10. Term and Termination

This Agreement begins upon Affiliate’s acceptance into the Program and continues until terminated by either party.

The Company may suspend Affiliate’s account, links, tracking, dashboard access, or payout eligibility immediately, with or without prior notice, if the Company suspects fraud, non-compliance, abuse, brand misuse, legal risk, security risk, or any violation of this Agreement or Program Policies.

Either party may terminate this Agreement at any time, with or without cause, by written notice.

Upon suspension or termination:

• Affiliate must immediately stop using all Affiliate Links, Company marks, and Affiliate Materials;

• Affiliate must remove or disable all promotional content using Company marks or Affiliate Links as soon as reasonably practicable, and in any event within three (3) business days of notice unless the Company requires faster removal;

• all licenses granted under this Agreement terminate immediately;

• Affiliate will no longer be eligible to earn commissions on events occurring after the effective date of termination;

• the Company may continue to withhold unpaid commissions for a reasonable period to confirm final attribution, refunds, chargebacks, fraud checks, and compliance review.

Affiliate will remain eligible for payment only on commissions that were validly earned before termination and that continue to satisfy all conditions of this Agreement. Any unpaid commissions associated with fraud, abuse, policy violations, disputed attribution, self-referrals, prohibited promotion methods, or incomplete payment/tax information may be denied, reversed, or forfeited to the extent permitted by law.

Termination does not limit any rights or remedies accrued before termination.

The following provisions survive termination: all accrued payment rights and adjustment rights, confidentiality obligations, intellectual property protections, disclaimers, limitation of liability, indemnification, audit rights, dispute provisions, tax obligations, and all provisions that by their nature should survive.

11. Limitation of Liability

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or reputation, arising out of or related to this Agreement or the Affiliate Program, even if advised of the possibility of such damages.

To the fullest extent permitted by law, the Company’s total aggregate liability arising out of or relating to this Agreement or the Affiliate Program shall not exceed the total commissions paid or payable to Affiliate under this Agreement during the one (1) calendar month preceding the event giving rise to the claim.

The limitations in this Section apply regardless of the form of action and even if any limited remedy fails of its essential purpose.

12. Governing Law and Disputes

This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict-of-law principles.

All disputes arising out of or relating to this Agreement shall first be subject to mandatory mediation conducted in Multnomah County, Oregon. Each party shall bear its own mediation costs unless otherwise agreed in writing.

If litigation is necessary after mediation, it shall be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and each party consents to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum.

To the fullest extent permitted by law, the parties waive any right to a jury trial and agree that any litigation shall be conducted solely before a judge.

Informal resolution. Before commencing mediation or any proceeding, the parties will attempt in good faith to resolve the dispute through direct discussion for at least thirty (30) days after written notice describing the dispute and the relief sought.

Carve-outs. Notwithstanding the informal resolution and mediation requirements, either party may seek injunctive or other equitable relief in any court of competent jurisdiction at any time to protect its intellectual property, Confidential Information, or credentials. The Company may also bring an action to recover unpaid or clawed-back amounts, including in small claims court, without first pursuing informal resolution or mediation.

Class action waiver. To the fullest extent permitted by law, each party may bring claims against the other only in its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Attorneys’ fees. In any proceeding arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs, at trial and on appeal.

Limitation period. Any claim arising out of or relating to this Agreement or the Affiliate Program must be brought within one (1) year after the claim accrues, or it is permanently barred, except where a longer period is required by law.

13. Modifications

The Company may update this Agreement or any Program Policies from time to time. Material changes may be posted in the Affiliate Portal, on the Company website, or provided by email or dashboard notice.

Unless otherwise stated, changes become effective upon posting. Affiliate’s continued participation in the Program after the effective date of any change constitutes acceptance of the updated terms.

If Affiliate does not agree to a change, Affiliate must stop participating in the Program and terminate this Agreement.

14. Entire Agreement; Order of Precedence

This Agreement, together with the Company’s Terms and Conditions, Privacy Policy, Cookie Policy, Disclaimer, Acceptable Usage Policy, Copyright and DMCA Policy, and any applicable Program Policies, constitutes the entire agreement between the parties regarding the Affiliate Program and supersedes all prior or contemporaneous discussions, proposals, emails, and understandings relating to the Program.

Participation in the Affiliate Program does not make Affiliate a reseller or white-label partner. Reseller and white-label relationships are governed separately by the Company’s Partner Agreement, and no affiliate commission is payable on services supplied under that agreement.

In the event of a conflict, the order of precedence shall be: (1) any separately signed written agreement between the parties, (2) this Agreement, (3) Program Policies, and then (4) the Company’s generally applicable website legal terms.

Force majeure. Neither party is liable for any failure or delay in performance, other than a payment obligation, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labor dispute, government action, changes in law, power or telecommunications failure, internet or backbone outage, cyberattack, and failure, degradation, or discontinuation of any third-party platform.

Assignment. Affiliate may not assign or transfer this Agreement, or any right to commissions under it, without the Company’s prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.

Notices. Notices to the Company must be sent to the contact address published at cascadiawebservices.com. Notices to Affiliate may be sent to the email address associated with the Affiliate account or delivered through the Affiliate Portal, and are deemed received on the date sent.

Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in full force. No failure or delay in exercising any right operates as a waiver, and no waiver is effective unless in writing and signed by the waiving party.

Independent contractor. Nothing in this Agreement creates any agency, employment, partnership, joint venture, franchise, or fiduciary relationship between the parties.

15. Audit and Monitoring

The Company may monitor Affiliate’s participation in the Program at any time to verify compliance with this Agreement, Program Policies, applicable law, and platform requirements.

Upon request, Affiliate shall promptly provide records reasonably sufficient to verify compliance, including traffic-source information, ad copies, URLs, creatives, screenshots, disclosures, audience targeting details, sub-affiliate relationships, and campaign records.

Failure to cooperate with a compliance review, failure to provide requested records within five (5) business days, or provision of incomplete, misleading, or inaccurate information may result in immediate suspension, commission withholding, reversal of commissions, or termination.

The Company may require immediate removal or correction of any content, ad, post, page, campaign, keyword, domain, or claim that it determines, in its sole discretion, creates legal, compliance, attribution, fraud, security, or brand risk.