Plugpass Affiliate Terms

These Affiliate Terms (this "Agreement") are a binding agreement between Favonian, Inc., a Delaware corporation ("Plugpass," "we," or "us"), and the individual or entity registering as an affiliate on the Plugpass marketplace ("Affiliate," "you," or "your"). If you are an individual acting on behalf of a company or other entity, "you" means that entity and you bind it to this Agreement. You indicate your assent to this Agreement when you sign up for the affiliate program or create an affiliate identity on the Plugpass marketplace, whichever occurs first; this Agreement does not need to be signed to be binding. This Agreement incorporates by reference the Plugpass Platform Terms of Service, which govern your Plugpass account and your use of the platform generally; in the event of a conflict as to your role as an Affiliate, this Agreement controls. The affiliate program is not available to anyone under the age of 18. Plugpass may modify this Agreement as described in Section 12 (Changes).

1. Introduction

The Plugpass affiliate program lets you promote plugins ("Plugins") published by independent publishers ("Publishers") on the Plugpass marketplace through referral links, and earn a commission when customers you refer purchase them. For each paid Plugin, the Publisher — not Plugpass — is the merchant of record and the party that owes and pays your commission. Plugpass provides the attribution tracking, commission records, and settlement scheduling that support the program, but does not hold, advance, guarantee, or recover commission, and is not a party to the payment between a Publisher and you. Commission is paid to you directly by the Publisher, charged to the Publisher's payment method on your Connected Account, as described in Section 5.

2. Definitions

2.1. "Connected Account" means the Stripe Connect Standard account you onboard through Plugpass and that receives your Commission.

2.2. "Referral Code" means the unique code Plugpass assigns to your affiliate identity. It appears only within referral links and is never entered into any field on the marketplace.

2.3. "Referral Link" means a link to a page of a Plugin that carries your Referral Code.

2.4. "Referred Customer" means a customer whose first-ever paid purchase of a given Plugin is attributed to you under Section 4.

2.5. "Commission" means the amount that accrues to you, as an obligation of the Publisher, on a Referred Customer's qualifying purchases under Section 4.

3. Becoming and Remaining an Affiliate

3.1. Identity and Onboarding. You create a single affiliate identity by accepting this Agreement and choosing a Referral Code, then completing Stripe Connect Standard onboarding. One person or entity may hold no more than one affiliate identity. Plugpass charges no fee and imposes no application or review to become an affiliate beyond Stripe's standard onboarding requirements. You become active, and may begin applying to promote Plugins and earning Commission, once your Connected Account is able to accept payments.

3.2. Referral Code. Your Referral Code is normalized to uppercase alphanumeric characters and is unique across the marketplace. Because it is embedded in links that you distribute publicly, your Referral Code cannot be changed once chosen. Choose it accordingly.

3.3. Eligibility. The affiliate program is available wherever Stripe Connect supports your Connected Account. You are responsible for the accuracy of the information you provide during onboarding, and for your own tax obligations in your jurisdiction.

3.4. Applying to Promote a Plugin. You apply separately to promote each Plugin, and may include a note to the Publisher with your application. The Publisher may approve, decline, or leave your application pending in its sole discretion, and may decline without explanation. If your application is declined, or a relationship is later terminated, you may apply again. You may not act as an affiliate of your own Plugins or of any Plugin published by a Publisher of which you are a member.

4. Referrals and Commission

The following apply uniformly to every Plugin in the affiliate program and are not set by any Publisher:

4.1. Click Window. When a person clicks your Referral Link, a ninety (90) day window opens, measured from the time of the click.

4.2. Conversion. If, within that ninety (90) day window, the person makes their first-ever paid purchase of the Plugin, they become your Referred Customer for that Plugin. Attribution is permanent, and there is only one affiliate per customer for a given Plugin. A person who has ever had a paid subscription to the Plugin, whether active or lapsed, cannot become your Referred Customer. Attribution takes effect only when the first purchase is actually paid; an abandoned or failed checkout attributes nothing. If more than one affiliate's Referral Link is clicked before a purchase, the most recent qualifying click controls.

4.3. Customer Discount. A Referred Customer receives the discount the Publisher has configured for the Plugin, applied automatically at checkout and shown as a line item. There is no code for the customer to enter.

4.4. Commission. You earn the Plugin's configured commission percentage on every charge the Referred Customer pays for that Plugin during the twelve (12) months following their first payment, including the first payment, renewals, and upgrades. The twelve (12) month commission period is set by Plugpass and cannot be changed by any Publisher. The commission percentage is the rate the Publisher had configured when the customer converted; a later change by the Publisher does not affect a customer who has already converted. Commission is calculated on the amount actually collected for each charge, excluding tax.

4.5. Each Plugin Is Separate. Attribution, approval, and Commission are determined separately for each Plugin. Referring a customer to one Plugin earns nothing on that customer's purchases of any other Plugin, even one published by the same Publisher. You may separately refer the same customer to another Plugin, which is treated as an independent referral with its own window, discount, and commission period.

4.6. No Self-Referral. A purchase in which you are the purchaser attributes no Commission and receives no discount.

5. Commission Payment and Settlement

5.1. Accrual and Holding Period. Each qualifying charge accrues Commission to you, as an obligation of the Publisher, and appears in your dashboard as it accrues. Each accrual is held for at least ninety (90) days after the charge before it becomes eligible for settlement, so that any refund or dispute on the charge can be accounted for first.

5.2. Settlement. On a periodic basis (currently monthly, on a payout date assigned to your affiliate identity), Plugpass facilitates settlement of your matured Commission across a Publisher's Plugins as a single card payment, initiated from the Publisher's authorized payment method to your Connected Account. Matured Commission below the minimum payout (currently $10) carries forward to a later settlement; the minimum is waived on a final settlement — when no approved relationship with the Publisher remains and nothing further can accrue — so remaining balances pay out rather than being forfeited. A settlement is shown as paid once the charge succeeds, and the funds reach you through your Connected Account's normal Stripe payout schedule.

5.3. Fees and Currency. Commission is denominated in U.S. dollars. The Publisher covers standard U.S. card processing fees on each settlement, so you typically receive the full Commission amount. Where the actual processing cost of a settlement exceeds that covered amount — for example a higher card fee applying to your Connected Account's country or to the Publisher's card, or a currency conversion where your account settles in another currency — the difference is deducted from the settlement, and the amount you receive may be slightly lower. Fees your Connected Account incurs, including any currency conversion, are yours.

5.4. Plugpass Does Not Pay Commission. Plugpass does not pay you Commission and does not guarantee that any Publisher will pay it. Your recourse for unpaid Commission properly owed to you is against the Publisher. Plugpass's role is limited to attribution, record-keeping, and settlement scheduling, and Plugpass may pause or stop facilitating settlement for a Publisher whose authorized payment method fails or is withdrawn.

5.5. Adjustments for Refunds and Disputes. Your Commission may be reduced or reversed to account for refunds and disputes. If a charge is refunded before its Commission has settled, the accrual is reduced in proportion to the refund. If a charge is refunded, or a dispute on it is lost, after its Commission has settled, the settled amount is offset against your future settlements from that Publisher. An open dispute suspends the related accrual until it resolves. Plugpass does not recover settled Commission from you on a Publisher's behalf, but a Publisher may offset it against Commission it later owes you.

6. Your Obligations

6.1. Disclosure of Your Relationship. Wherever you promote a Plugin, you must clearly and conspicuously disclose that you may earn a commission, in the manner required by the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising and all other applicable laws. Place the disclosure so that it is easy to notice and understand near your Referral Link. For example: "I participate in the Plugpass affiliate program and may earn a commission on purchases made through my link." You are solely responsible for the form and adequacy of your disclosures.

6.2. Honest Promotion. You will promote Plugins truthfully and will not make false or misleading claims about a Plugin, a Publisher, Plugpass, or any runtime on which Plugins operate. You will not represent yourself as an agent of Plugpass or of any Publisher, or imply a sponsorship, endorsement, or relationship that does not exist. You will comply with the Plugpass Acceptable Use Policy, the Platform Terms of Service, and any additional affiliate-program rules Plugpass publishes.

6.3. Prohibited Practices. You will not use spam or unsolicited messaging, malware, typosquatting, cookie-stuffing, forced or automated clicks, self-referral, or any deceptive, fraudulent, or manipulative method to generate clicks, purchases, or Commission. You will not bid on Plugpass's or a Publisher's trademarks as search-engine keywords except as Plugpass expressly permits, and you will not promote Plugins through channels or content that are unlawful or that Plugpass's affiliate-program rules prohibit.

6.4. Use of Marks. Subject to your compliance with this Agreement, Plugpass grants you a limited, revocable, non-exclusive, non-transferable license, during the term of this Agreement, to use the Plugpass names and logos ("Plugpass Marks") solely to promote Plugins through the affiliate program, and only as Plugpass's brand guidelines permit. All goodwill from your use of the Plugpass Marks inures to Plugpass. Plugpass may revoke this license at any time, and you will stop using the Plugpass Marks on termination of this Agreement or on Plugpass's request. You may use a Publisher's marks only as that Publisher permits.

6.5. Your Compliance. You are responsible for your own compliance with all laws that apply to your promotional activity, including advertising, consumer-protection, privacy, anti-spam, and tax laws. You represent that you are not located in a country subject to U.S. embargo and are not on any U.S. government restricted-party list.

7. Taxes

You are an independent contractor, and not an employee, agent, partner, or joint venturer of Plugpass or of any Publisher. You are responsible for all taxes on the Commission you receive. Plugpass does not issue tax forms for affiliate Commission. Your Connected Account provider issues any information return it is required to issue (for example, an IRS Form 1099-K) directly to you. A Publisher may have its own tax-reporting obligations with respect to Commission it pays you; those are between you and the Publisher.

8. Term, Suspension, and Termination

8.1. By You. You may deactivate your affiliate identity at any time. Deactivation stops new applications and new attribution, but Commission that has already accrued continues to settle on the normal schedule.

8.2. By a Publisher. A Publisher may end its affiliate relationship with you for one of its Plugins at any time. Termination stops new referrals and accruals for that relationship immediately; Commission that has already accrued and matured continues to settle on the normal schedule, and is neither paid early nor forfeited.

8.3. By Plugpass. Plugpass may suspend or terminate your participation in the affiliate program, in whole or in part, for your breach of this Agreement or the Acceptable Use Policy, for fraud or abuse, or where Plugpass determines that your participation could create legal or business liability or harm to the marketplace, its users, or Publishers. Where Plugpass suspends you for enforcement, Plugpass determines the treatment of Commission accrued to that point in its discretion, consistent with applicable law.

8.4. Survival. Sections 5 (as to Commission accrued before termination), 7, 9, 10, 11, and 13 survive termination or expiration of this Agreement.

9. Disclaimers and Limitation of Liability

9.1. No Guarantee. Plugpass does not guarantee any level of traffic, purchases, or earnings, and may modify or discontinue the affiliate program on a prospective basis. The affiliate program and the marketplace are provided "AS IS," and PLUGPASS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PLUGPASS WILL NOT BE LIABLE FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, AND PLUGPASS'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED FIFTY U.S. DOLLARS (US$50). Because Plugpass is not the payer of Commission, Plugpass has no liability for a Publisher's failure to pay Commission owed to you. These limitations are an essential basis of the bargain between you and Plugpass, apply regardless of the form of action, and survive and apply even if a limited remedy fails of its essential purpose.

10. Indemnity

You will indemnify, defend, and hold harmless Plugpass and its affiliates and their officers, directors, employees, and contractors from any third-party claim, and any related damages, losses, or costs (including reasonable attorneys' fees), arising out of your promotional activity, your disclosures or failure to disclose, your breach of this Agreement or the Acceptable Use Policy, or your violation of any law. You will not settle any such claim in a way that imposes an obligation on Plugpass without Plugpass's prior written consent.

11. Dispute Resolution and Governing Law

11.1. Informal Resolution. For any dispute arising out of or relating to this Agreement, the parties will first attempt in good faith to resolve it; if they do not within sixty (60) days after notice of the dispute, either party may pursue relief as available under this Agreement.

11.2. Governing Law and Forum. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 11.3, any action arising out of or relating to this Agreement must be brought exclusively in the state or federal courts located in San Francisco, California, and each party submits to the personal jurisdiction of those courts.

11.3. Binding Arbitration and Class-Action Waiver.

(a) Agreement to Arbitrate. You and Plugpass agree that any dispute, claim, or controversy arising out of or relating to this Agreement, including its breach, termination, enforcement, interpretation, validity, or formation (a "Dispute"), that is not resolved under Section 11.1 will be resolved by binding individual arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect. This Section is governed by the Federal Arbitration Act. The arbitration will be seated in San Francisco, California, and judgment on the award may be entered by any court with jurisdiction.

(b) Class-Action Waiver. YOU AND PLUGPASS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims or otherwise preside over any class or representative proceeding.

(c) Carve-Outs. This Section does not require arbitration of an individual claim brought in small-claims court within its jurisdiction, or of an action to enforce or protect intellectual-property rights or to seek the injunctive or provisional relief described in Section 11.4. To the extent a party is entitled under applicable law to seek public injunctive relief that may not be waived, that request — and only that request — will be severed and heard in the courts identified in Section 11.2 while the remaining Dispute is arbitrated.

(d) Delegation and Severability. The arbitrator has exclusive authority to resolve any Dispute about the interpretation, scope, applicability, enforceability, or formation of this Section, except that any question about the validity or enforceability of the Class-Action Waiver in subsection (b) will be decided only by a court. If any part of this Section is found unenforceable, that part will be severed and the remainder of this Section remains in effect.

(e) Survival. This Section survives termination or expiration of this Agreement.

11.4. Injunctive Relief. Nothing in this Section prevents Plugpass from seeking injunctive relief for a violation of its intellectual-property rights, or to enforce or obtain recognition of any award, in any appropriate jurisdiction.

11.5. Exclusions. The United Nations Convention on Contracts for the International Sale of Goods, and the Uniform Computer Information Transactions Act (UCITA), do not apply to this Agreement.

12. Changes

Plugpass may change this Agreement, with changes effective thirty (30) days after notice (or such shorter period as Plugpass specifies) given by posting an updated version or emailing you. If you do not agree to a change, your sole remedy is to deactivate your affiliate identity before the change takes effect; otherwise, your continued participation in the affiliate program after the effective date constitutes acceptance.

13. General

The parties are independent contractors, and nothing in this Agreement creates an agency, partnership, or joint venture. Plugpass's failure to enforce a provision is not a waiver of it. Plugpass may assign this Agreement; you may not assign it without Plugpass's prior written consent. If any provision is held invalid, it will be limited or restated to the minimum extent necessary, and the remainder remains in effect; "including" is to be construed without limitation. Each Publisher is an intended third-party beneficiary of your obligations under Section 4.6 (No Self-Referral) and Section 6 (Your Obligations) with respect to that Publisher's Plugins, and may enforce those obligations directly against you. This Agreement, together with the Platform Terms of Service and the policies it incorporates, is the entire agreement between the parties on its subject matter and supersedes any prior or contemporaneous agreements on that subject. Plugpass may give notice to you by email, through the marketplace, or through your account, and you may give notice to Plugpass by email to support@plugpass.ai.