Affiliate Program Operating Agreement

Last Revised: August 5, 2025

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between AdMaxFlow ("AdMaxFlow", "our platform", or "we"), and you, ("you" or "Affiliate") the party submitting an application to become an AdMaxFlow affiliate. The terms and conditions contained in this Agreement apply to your participation with the AdMaxFlow Affiliate Program ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by AdMaxFlow or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

1. Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

2. Obligations of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, AdMaxFlow agrees as follows:

We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by AdMaxFlow and (v) is not later determined by AdMaxFlow to be fraudulent, incomplete, unqualified or a duplicate.
We will pay you any Commissions earned monthly, provided that your account is currently greater than $100.00. Accounts with a balance of less than $100.00 will roll over to the next month, and will continue to roll over monthly until $100.00 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing such funds to AdMaxFlow, and therefore, you agree that AdMaxFlow shall only be liable to you for Commissions to the extent that AdMaxFlow has received such funds from the Clients. You hereby release AdMaxFlow from any claim for Commissions if AdMaxFlow has not received such funds from the Clients.
AdMaxFlow shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by AdMaxFlow in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to AdMaxFlow in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice.

Affiliate Agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination, promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that AdMaxFlow informs you that it considers objectionable (collectively, "Objectionable Content").
Comply with all obligations, requirements and restrictions under this Agreement and all laws, rules and regulations as they relate to your business, your Media or your use of the Links.
Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices.

3. Confidentiality

Except as otherwise provided in this Agreement or with the consent of AdMaxFlow, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program.

4. Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program. You may not alter, modify, manipulate or create derivative works of the Links or any AdMaxFlow graphics, creative, copy or other materials owned by, or licensed to, AdMaxFlow in any way.

5. Termination

This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated. You may terminate your participation at any time by removing all Links from your Media. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice.

6. Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request that you submit the final version of your email to AdMaxFlow for approval prior to sending. It is solely your obligation to ensure that the email complies with the Act.

7. Fraud

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links. Such acts include, but are not limited to, using automated means to increase the number of clicks, using spyware, stealware, cookie-stuffing, and other deceptive acts or click-fraud. AdMaxFlow shall make all determinations about fraudulent activity in its sole discretion.

8. Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, ADMAXFLOW EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. ADMAXFLOW DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

9. Limitation of Liability

IN NO EVENT SHALL ADMAXFLOW BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION. IN NO EVENT WILL ADMAXFLOW BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY. ADMAXFLOW'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY ADMAXFLOW IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

10. Governing Law & Miscellaneous

This Agreement contains the entire agreement between AdMaxFlow and Affiliate with respect to the subject matter hereof. Each party to this Agreement is an independent contractor in relation to the other party. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties.

By submitting an application to the Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.