Affiliate Program Terms & Conditions.

This Agreement is between you (the “Affiliate”) and Outfy, Inc., a Delaware corporation (“Outfy”, “we”, “us” or “our”). You represent that you are legally capable of entering into a binding agreement and, if you participate on behalf of a company or other entity, that you have authority to bind that entity.

This Agreement, together with any written commission schedule, bonus arrangement, Program policy, campaign-specific term or other written instruction expressly issued by Outfy, constitutes the agreement governing your participation in the Program. In the event of a conflict, a written agreement signed or expressly approved by Outfy for your account will control over a general Program term only to the extent of that conflict.

Submission of an application does not guarantee acceptance. Outfy may approve, reject, suspend, condition or revoke participation in the Program in its discretion, subject to applicable law. Approval is personal to the approved Affiliate and may not be transferred, sold or assigned without Outfy's prior written consent.

The Affiliate must keep all registration, payment, tax, contact and promotional information complete and accurate. Continued participation is subject to ongoing compliance with this Agreement and any reasonable verification or compliance request made by Outfy.

A “Referred Customer” is a new Outfy customer that Outfy's systems attribute to the Affiliate through a valid Affiliate link, code or other approved tracking method. A “Qualifying Payment” is a subscription payment actually received and retained by Outfy from a Referred Customer, excluding amounts refunded, reversed, charged back, credited, cancelled, fraudulent, disputed or otherwise ineligible under this Agreement.

Outfy's records and tracking systems will control referral attribution, customer status, payment status and commission calculations absent manifest error. The Affiliate is responsible for using the correct Affiliate link or approved tracking method. Outfy is not responsible for lost attribution caused by deleted or blocked cookies, browser settings, ad blockers, device changes, incorrect links, third-party systems or other circumstances outside Outfy's reasonable control.

Self-referrals, duplicate or existing customer accounts, test transactions, related-party transactions created primarily to obtain a commission, and transactions involving fraud, abuse or manipulation do not qualify unless Outfy expressly approves them in writing.

50% first-month commission. The 50% commission is calculated on the Referred Customer's first monthly subscription charge. It is not due or payable when the first payment is made. The Referred Customer must remain active and must successfully complete at least three monthly subscription payments. If the customer cancels, fails payment, receives a refund, chargeback or reversal, or otherwise ceases to qualify before completing the minimum three-month paid period, the 50% first-month commission is not payable.

30% lifetime retainer. The 30% retainer starts with the Referred Customer's second monthly Qualifying Payment. No 30% retainer is earned on the first monthly charge because that first charge is the basis of the 50% first-month commission described above. “Lifetime” refers to the period beginning with the second monthly Qualifying Payment during which the applicable Referred Customer maintains an eligible, active, paid Outfy subscription and the Affiliate remains approved and in good standing under the Program. It does not guarantee a minimum duration, minimum amount or perpetual payment independent of the customer's subscription or this Agreement.

10+ active-user bonus. The amount, eligibility conditions, timing and any other requirements for a one-time bonus associated with 10 or more active Referred Customers must be expressly discussed and agreed in writing between Outfy and the Affiliate at the time the Affiliate signs up for the Program. If no such written bonus arrangement exists, reaching 10 or more active users does not, by itself, create a right to a bonus or a specific bonus amount.

Except for a written campaign or account-specific limit communicated by Outfy, there is no fixed cap on otherwise valid commissions. No commission is earned on taxes, refunds, reversals, chargebacks, credits, fraudulent payments or other non-qualifying amounts.

Outfy evaluates approved Affiliate balances on a monthly payout cycle. A payout is eligible to be processed only when the Affiliate's approved payable balance is more than US $100. If the approved payable balance is US $100 or less at the time of the monthly payout review, the balance will roll forward and remain pending until a future monthly payout cycle in which the approved payable balance exceeds US $100.

A commission is not part of the approved payable balance until all applicable eligibility conditions have been satisfied, including the three-month qualification period applicable to the 50% first-month commission. Outfy may delay a payout while it verifies transactions, investigates fraud or abuse, resolves chargebacks or disputes, obtains required tax or payment information, or confirms compliance with this Agreement.

Payment processing after approval may take approximately 10–15 days depending on the payment method, banking system, country, compliance review and third-party processor. The Affiliate is responsible for providing complete and accurate payout information and for maintaining an eligible payout account.

Payment-provider fees and transfer charges. All costs associated with receiving an Affiliate payout are solely for the Affiliate's account and will not be borne by Outfy. This includes, without limitation, PayPal fees, Stripe fees, payment-processor commissions, transfer fees, withdrawal fees, bank charges, intermediary or correspondent-bank fees, wire fees, currency-conversion charges, foreign-exchange spreads and fees, and any other third-party cost imposed in connection with sending, converting, receiving or withdrawing a payout. Such amounts may be deducted by the applicable payment provider from the payout or, where applicable, deducted or passed through by Outfy. The amount actually received by the Affiliate may therefore be less than the approved gross payout amount.

Taxes. The Affiliate is solely responsible for all taxes, levies, duties, assessments, filings, registrations and reporting obligations arising from or relating to Affiliate commissions, bonuses and payouts. Outfy will not reimburse, gross up or otherwise bear any such tax or governmental charge on the Affiliate's behalf. Outfy may request tax documentation and may deduct or withhold amounts when required by applicable law, and any amount so withheld will be treated as having been paid to the Affiliate to the extent permitted by law.

Outfy may withhold, reverse, cancel, offset or deduct any commission or bonus associated with a refunded, reversed, cancelled, charged-back, disputed, fraudulent, duplicate or otherwise ineligible transaction. If an adjustment occurs after a payout, Outfy may deduct the corresponding amount from the Affiliate's current or future balance or request repayment where permitted by law.

Commission and bonus determinations are subject to correction for calculation, tracking, billing or system errors. Any Affiliate dispute regarding a commission should be submitted to Outfy with supporting information within 60 days after the relevant transaction or dashboard entry; otherwise the entry will be deemed accepted to the extent permitted by law.

Affiliate tracking may use cookies and other approved attribution methods. Unless Outfy communicates a different period for a specific campaign, an Affiliate tracking cookie may remain available for up to 30 days. A later qualifying Affiliate interaction may overwrite an earlier cookie or attribution record.

Tracking is not guaranteed. Outfy has no obligation to manually recreate attribution when tracking is unavailable or prevented by privacy settings, consent choices, browser behavior, device changes, network conditions, incorrect implementation or third-party services, except where Outfy determines that its records clearly establish a qualifying referral.

The Affiliate must market Outfy truthfully, lawfully and in a manner that does not damage Outfy's reputation. The Affiliate is solely responsible for its websites, channels, advertising, statements, disclosures and promotional activity and must comply with all laws, regulations, platform rules and advertising or endorsement requirements applicable to that activity.

The Affiliate must clearly and conspicuously disclose the Affiliate relationship wherever required and must not conceal the fact that the Affiliate may receive compensation. The Affiliate may not make claims about Outfy that are false, misleading, unsubstantiated or inconsistent with current Outfy materials.

The Affiliate must not, directly or indirectly:

• use spam, unsolicited bulk messaging, unlawful telemarketing or deceptive advertising;
• bid on, purchase or use Outfy trademarks or confusingly similar terms in paid search, domains, social handles or advertisements in a manner Outfy prohibits;
• impersonate Outfy or represent that the Affiliate is an employee, agent, representative, partner or authorized spokesperson of Outfy;
• use cookie stuffing, forced clicks, hidden redirects, misleading incentives, automated traffic, bots or any method intended to manipulate attribution;
• create self-referrals, sham accounts, duplicate accounts or transactions primarily intended to generate a commission;
• promote Outfy through unlawful, infringing, defamatory, deceptive, hateful or otherwise inappropriate content;
• interfere with the Program, Outfy systems, tracking, billing or security; or
• encourage or assist another person to do anything prohibited by this Agreement.

Subject to this Agreement, Outfy grants the Affiliate a limited, non-exclusive, non-transferable, revocable license during participation in the Program to use the Outfy marketing materials and marks that Outfy makes available solely to promote Outfy under the Program. No ownership interest is transferred.

The Affiliate may not alter Outfy logos, create confusingly similar branding, register Outfy marks or domains, sublicense Program materials, or use Outfy intellectual property for any purpose not expressly permitted by Outfy. All goodwill arising from permitted use of Outfy marks benefits Outfy.

Non-public information disclosed by Outfy concerning commissions, customers, product plans, pricing, security, business operations or Program administration is confidential unless Outfy clearly identifies it as public. The Affiliate must protect such information, use it only for Program participation and not disclose it except as required by law.

The Affiliate must collect and process personal information lawfully and maintain appropriate privacy notices, consent mechanisms and security safeguards. Participation in the Program does not authorize the Affiliate to access, use or retain customer data except as expressly provided by Outfy or independently provided to the Affiliate by the customer under applicable law.

The Affiliate is an independent contractor. Nothing in this Agreement creates an employment, franchise, partnership, joint venture, fiduciary, agency or representative relationship. The Affiliate has no authority to bind Outfy, enter into contracts on Outfy's behalf, make warranties for Outfy, collect money for Outfy or incur obligations in Outfy's name.

The Affiliate is solely responsible for its own expenses, personnel, business registrations, insurance and tax obligations.

Either party may end participation in the Program as permitted by this Agreement. Outfy may immediately suspend tracking, access, commissions, bonuses or payouts while investigating suspected fraud, abuse, security risk, legal non-compliance, payment disputes or a potential violation of this Agreement. Outfy may terminate participation for a material breach, prohibited conduct, misrepresentation, fraud, abuse, reputational risk, prolonged inactivity or other legitimate Program or compliance reason.

Upon termination, the Affiliate must stop using Outfy marks and Program materials. No new commissions accrue after the effective termination date. Amounts already earned remain subject to verification, reversals, offsets, the payout threshold and all other provisions of this Agreement. Sections that by their nature should survive termination—including payment adjustments, confidentiality, intellectual property, taxes, disclaimers, limitations of liability, indemnification, dispute provisions and general provisions—will survive.

Outfy may modify, suspend or discontinue the Program or change commission rates, eligibility requirements, attribution methods, payout procedures, bonus programs, promotional rules or other Program terms prospectively. Material changes will be published or otherwise communicated through reasonable Program channels. Continued participation after the effective date of an updated Agreement constitutes acceptance of the updated terms to the extent permitted by law.

A change will not retroactively remove a commission that became fully earned and payable under the version of the Agreement then applicable, except for fraud, refunds, chargebacks, reversals, errors, legal requirements or other adjustment rights expressly stated in this Agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM, AFFILIATE DASHBOARD, TRACKING SYSTEMS, WEBSITES, MATERIALS AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OUTFY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY AND UNINTERRUPTED OPERATION.

Outfy does not guarantee traffic, conversions, customer retention, commission amounts, bonus qualification, income or any minimum level of earnings. The Affiliate is responsible for evaluating the suitability of the Program for its own business.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTFY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY; OR DAMAGES ARISING FROM TRACKING FAILURES, SERVICE INTERRUPTIONS, THIRD-PARTY SERVICES, PAYMENT PROCESSORS, SECURITY EVENTS OR PROGRAM MODIFICATIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUTFY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO THE AFFILIATE BY OUTFY DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Nothing in this section excludes liability that cannot lawfully be excluded or limited.

To the extent permitted by law, the Affiliate will defend, indemnify and hold harmless Outfy and its affiliates, officers, directors, employees, contractors and service providers from claims, liabilities, losses, damages, judgments, penalties, costs and reasonable legal fees arising out of or relating to the Affiliate's promotional activity, content, websites, advertisements, violation of law, infringement of third-party rights, breach of this Agreement, fraud, negligence or willful misconduct.

Outfy may control the defense and settlement of a claim subject to indemnification, provided that Outfy will not agree to a settlement that imposes a direct non-monetary obligation on the Affiliate without the Affiliate's consent, not to be unreasonably withheld.

This Agreement is governed by the laws of the State of Connecticut, without regard to conflict-of-law principles. To the extent permitted by law, any dispute, claim or controversy arising out of or relating to this Agreement or the Program that the parties cannot resolve informally will be resolved by binding arbitration in the State of Connecticut rather than in court.

To the extent permitted by applicable law, disputes must be brought on an individual basis and not as a plaintiff or class member in a purported class, collective, consolidated or representative proceeding. Either party may seek temporary or injunctive relief from a court of competent jurisdiction to protect intellectual property, confidential information, security or the integrity of the Program pending arbitration.

Entire agreement. This Agreement and any applicable written account-specific arrangement constitute the entire agreement concerning the Program and supersede prior discussions or understandings on the same subject.

Assignment. The Affiliate may not assign or transfer this Agreement or Program account without Outfy's prior written consent. Outfy may assign this Agreement in connection with a merger, reorganization, sale of assets, financing, corporate restructuring or transfer of the Program.

Severability and waiver. If a provision is found unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective. A failure to enforce a provision is not a waiver of that provision or any later breach.

Force majeure. Outfy is not responsible for delay or failure caused by events beyond its reasonable control, including internet or infrastructure failures, acts of government, natural disasters, labor disputes, war, terrorism, epidemics, payment-network failures or third-party platform outages.

Notices and electronic acceptance. Program notices may be delivered by email, the Affiliate Dashboard, the Program website or other reasonable electronic means. Electronic acceptance, submission of an application and continued use of the Program have the same effect as a handwritten signature to the extent permitted by law.