This Ambassador Program Agreement (this "Agreement") is between Alliable Interactive LLC d/b/a FanPulse ("Company," "we," "us") and the person or entity identified in the Program application ("Ambassador," "you"). It is effective on the date you indicate assent as described in Section 1.2.
1. Definitions; Formation
1.1 Definitions. "Attributed User" means a person whose FanPulse account is attributed to you under Section 5.3. "Attribution Window" means the thirty (30) day period beginning on the earlier of the Attributed User's last valid click on your Referral Link or their entry of your Referral Code. "Campaign Rules" means the compensation, deliverable, and content terms for a specific campaign published in the Portal, incorporated on enrollment. "Program Content" means content you create that features, promotes, references, or links to FanPulse. "Referral Link"/"Referral Code" mean the unique tracking link(s)/code(s) issued to you.
1.2 Electronic Assent; E-SIGN. You manifest assent by checking the acceptance box and submitting. You consent to transact electronically and agree electronic records and signatures satisfy any writing/signature requirement, consistent with the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Texas UETA (Tex. Bus. & Com. Code ch. 322). We retain the version accepted, the date/time, and reasonable evidence of identity, and provide a retainable copy on request.
1.3 Order of Precedence. (1) a mutually signed addendum; (2) Campaign Rules; (3) this Agreement; (4) the Content & Disclosure Guidelines.
2. Eligibility; Representations
You represent and warrant, continuously, that you: (a) are at least 18 (or 21 for any campaign designated as Wagering-Adjacent under the Addendum); (b) have authority to enter this Agreement; (c) are not on any OFAC sanctions list nor in a sanctioned jurisdiction; (d) hold all rights needed for the licenses you grant; (e) have accurately disclosed whether you are a current NCAA/NIL student-athlete; and (f) have disclosed any platform ban, advertising-regulator action, or fraud finding. You will notify us within five (5) business days if any representation ceases to be true.
3. Relationship of the Parties
3.1 Independent Contractor. You are an independent contractor and retain sole control over the manner, means, methods, scheduling, equipment, and locations of your work, subject only to outcome-based deliverable, brand-usage, and legal-compliance requirements. No employment, agency, partnership, franchise, or joint venture is created. You may work with others, including competitors, except where a category-exclusivity provision in Campaign Rules that you separately accept applies. 3.2 You receive no employee benefits and are solely responsible for all your taxes. 3.3 You have no authority to bind Company.
4. Ambassador Obligations; Prohibited Conduct
4.3 Truthful Advertising. You will not make any false, deceptive, or unsubstantiated claim about FanPulse, including guaranteed outcomes; the accuracy, win rate, or profitability of any predictions/picks/analysis; earnings from the Program; or features FanPulse lacks. You may make performance/statistical claims only from Company-supplied approved talking points.
4.4 Prohibited Conduct. You will not: (a) create content with hate speech, harassment, threats, or sexual material, or that violates a platform's guidelines; (b) target anyone under 18 (or under 21 for Wagering-Adjacent Content); (c) generate or benefit from invalid traffic — self-referrals, household/controlled accounts, bots, incentivized traffic, cookie stuffing, forced clicks, misrepresenting paid as organic, typosquatting, or manipulating the Attribution Window; (d) use purchased lists, or send SMS/telemarketing referencing FanPulse except with our written authorization and full TCPA / state / CTIA / A2P 10DLC compliance; (e) send commercial email except in CAN-SPAM compliance; (f) state or imply FanPulse endorses any wager or is affiliated with any league/team absent an announced partnership; (g) run any contest/sweepstakes using FanPulse branding without our prior written approval; or (h) disparage Company in Program Content (this does not restrict truthful statements about your own working conditions or lawful protected communication).
5. Compensation; Attribution; Qualified Conversions
5.1 Models. Compensation is defined in Campaign Rules and may include a fixed retainer (on verified deliverables), cost-per-acquisition per Qualified Conversion, revenue share as [___] basis points of Net Subscription Revenue from Attributed Users for the [12]-month period following attribution, and discretionary/tiered bonuses.
5.2 Qualified Conversion. A conversion qualifies only if: (a) the Attributed User is genuinely new (no prior account by email/device/payment match); (b) the qualifying event occurs within the Attribution Window; (c) the underlying payment settles and is not refunded/charged back within 30 days; (d) no conduct prohibited by Section 4.4 is associated; and (e) you are in active status at the qualifying event.
5.3 Attribution Methodology (disclosed and binding). (a) a Referral Code entered at signup/checkout attributes the user to the code's owner, superseding any link signal; (b) absent a code, the last valid Referral Link click within 30 days attributes on a last-touch basis; (c) each user is attributed once, permanently — later cancellation and re-subscription create no new attribution; (d) our tracking records are conclusive absent manifest error you demonstrate within the dispute window (§6.6).
5.4 Holdbacks, Reserves, Clawbacks, Offsets. Accrued amounts remain pending 30 days and confirm thereafter. We may hold a rolling reserve of up to 10% of monthly confirmed earnings, released no later than 60 days after month close. We may reverse pending and offset confirmed/future amounts for refunds, chargebacks, non-Qualified conversions, or Section 4 breach, itemized on your statement. Excess arising from fraud or willful breach is a debt payable on demand.
6. Payment Terms
Confirmed balances are calculated at month-end and paid net-30. No payment issues below a $50 confirmed balance (rolls forward; paid at termination other than for cause regardless of threshold). Payment is made exclusively through our designated processor to an account you verify (identity verification included). Tax precondition: no payment before a TIN-matched IRS Form W-9 (US persons) or W-8BEN/W-8BEN-E (non-US persons); we apply 24% backup withholding on TIN mismatch and nonresident withholding where required, and furnish Form 1099-NEC at ≥$600/yr (1042-S where applicable). We furnish an itemized statement per payment; disputes must be raised in writing within 60 days identifying specific line items, or are conclusively accepted.
7. Advertising-Law Compliance (Material Term)
You will clearly and conspicuously disclose your material connection to Company in every item of Program Content per the FTC Endorsement Guides (16 C.F.R. Part 255, rev. 2023) and our Content & Disclosure Guidelines. Disclosures must be unavoidable (no "more"/scroll/expand); for livestreams, verbal at start and at intervals, or a persistent on-screen graphic; for short-form video, in the video itself (not caption-only); platform tools ("Paid partnership") are in addition to, not instead of, a clear disclosure; and in the content's language. You will not buy followers/engagement, post undisclosed reviews, or selectively suppress negative comments (16 C.F.R. Part 465 carries civil penalties). On notice of a non-compliant item you will correct or remove it within 24 hours; repeated or willful non-disclosure is an incurable material breach.
8. Intellectual Property; Publicity
We grant you a limited, revocable, non-exclusive, non-transferable license to use Company Marks only as provided in the Asset Library and per the Brand Guidelines; goodwill inures to us and the license ends on termination. You retain ownership of Program Content and grant us a non-exclusive, worldwide, royalty-free, sublicensable license during the Term and for [12 months] after to use it in our owned channels and paid media, with attribution. You are responsible for clearing all third-party rights (music, footage, imagery); league/team names, logos, and game footage are protected — use only accurate nominative references and never imply league/team endorsement.
9. Confidentiality; Data Protection
You will protect Company Confidential Information (non-public comp terms, performance data, roadmaps, unreleased features) with reasonable care. As between the parties, Company is the controller of Program tracking data; you will not collect personal information from Attributed Users, append tracking to Referral Links, or represent that you process data on our behalf. Your personal information is handled per our Privacy Policy. Nothing here limits disclosures protected by law (incl. DTSA whistleblower immunity, 18 U.S.C. § 1833(b)).
10. Term; Suspension; Termination
Either party may terminate for convenience on 14 days' notice. We may suspend links, campaigns, and payouts up to 30 days pending fraud/breach investigation. We may terminate immediately for fraud/invalid traffic; uncured Section 7 violations; violations of the minors rule or the Wagering Addendum (incurable); a morals-clause event; or any other material breach uncured within 7 days. On termination you will, within 7 days, cease all Company Mark use and remove links/codes/overlays. Payment on termination: for convenience, confirmed and subsequently-confirming amounts remain payable normally; for cause, amounts attributable to the conduct constituting cause are forfeited, others remain payable. Sections 3, 5.4, 6, 8, 9, 11, 12, 13 survive.
11. Disclaimers; Limitation of Liability
THE PROGRAM, PORTAL, TRACKING, AND ASSETS ARE PROVIDED "AS IS" AND "AS AVAILABLE." COMPANY DISCLAIMS ALL IMPLIED WARRANTIES AND DOES NOT GUARANTEE ANY TRAFFIC, CONVERSIONS, OR EARNINGS. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY'S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF AMOUNTS PAID/PAYABLE TO YOU IN THE PRECEDING SIX (6) MONTHS OR $500 — EXCEPT FOR EARNED, CONFIRMED COMPENSATION, INDEMNIFICATION, AND LIABILITY THAT CANNOT BE LIMITED BY LAW.
12. Indemnification
You will defend, indemnify, and hold harmless Company and its officers, members, employees, and agents from third-party claims arising out of your Program Content, your breach of this Agreement (incl. Sections 4, 7, and the Wagering Addendum), your violation of law (advertising, telemarketing, spam, privacy, NIL, gaming), and any tax reclassification caused by your misrepresentation. Company will defend you against claims that your authorized use of unmodified Company Marks infringes a third party's US trademark or copyright.
13. Dispute Resolution; Governing Law
This Agreement is governed by Texas law. The parties will attempt informal resolution for 30 days after a written notice of dispute. [Dispute forum — business decision:] Option A — binding individual AAA arbitration in Houston, Texas, with a class-action waiver and carve-outs for small-claims and IP/confidentiality injunctive relief; Option B — exclusive jurisdiction in the state/federal courts in Harris County, Texas, with a jury-trial waiver. Any claim must be filed within one (1) year of accrual to the extent permitted.
14. General
We may modify this Agreement prospectively on 14 days' email notice; compensation changes never apply to amounts already accrued, and your remedy for a rejected change is termination for convenience. You may not assign without our consent; we may assign in a merger or sale. Notices to Company: [email protected]. If any provision is unenforceable it is modified or severed and the rest enforced. This Agreement plus incorporated Campaign Rules, the Content & Disclosure Guidelines, and signed addenda is the entire agreement.