Topicer Affiliate Program Terms & Conditions

"Affiliate" refers to the individual or entity that applies to and is accepted into the Topicer Affiliate Program.

"Affiliate Link" means the unique tracking link provided to Affiliate for placement on Affiliate's websites, emails, or other promotional materials.

"Commission" means the amount payable to Affiliate based on the Qualifying Purchases made by Referred Customers.

"Topicer" refers to Topicer, Inc. and its subsidiaries, affiliates, and assigns.

"Qualifying Purchase" means a purchase of Topicer services by a Referred Customer that meets all criteria for Commission eligibility as defined in this Agreement.

"Referred Customer" means a new customer who purchases Topicer services through Affiliate's unique Affiliate Link.

"Services" means the Topicer AI-powered content management platform and related services.

2.1 To participate in the Affiliate Program, you must:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater
• Have a valid website, blog, social media account, or other online presence
• Have a valid email address and contact information
• Have a valid tax identification number or business registration
• Comply with all applicable laws and regulations

2.2 Topicer reserves the right to reject any application or terminate any Affiliate from the program at our sole discretion.

2.3 The following types of websites or promotional methods are prohibited from the Affiliate Program:

• Sites that promote violence, discrimination, illegal activities, or hate speech
• Sites that violate intellectual property rights
• Sites with adult, obscene, or pornographic content
• Sites that use spyware, malware, or phishing tactics
• Sites that primarily use incentivized traffic (cash rewards, points, prizes)

3.1 To join the Affiliate Program, you must submit a complete application through our website.

3.2 Topicer will review your application and notify you of acceptance or rejection via email.

3.3 Upon acceptance, you will receive access to your Affiliate dashboard, unique Affiliate Links, and marketing materials.

3.4 You are responsible for maintaining the accuracy of your account information, including contact and payment details.

4.1 Compliance with Laws: Affiliate must comply with all applicable laws, regulations, and guidelines, including but not limited to:

• FTC guidelines regarding endorsements and testimonials
• CAN-SPAM Act requirements for email marketing
• GDPR, CCPA, and other privacy regulations
• Advertising and marketing regulations in your jurisdiction

4.2 Disclosure Requirements: Affiliate must clearly disclose their relationship with Topicer in all promotional materials in accordance with FTC guidelines and applicable laws.

4.3 Prohibited Activities: Affiliate shall not:

• Bid on Topicer's trademarks or variations in search engines
• Use Topicer's trademarks in domain names or social media handles
• Make false or misleading claims about Topicer or its services
• Engage in spamming, including email, social media, or forum spamming
• Use any form of forced clicks or installations, adware, malware, or deceptive redirects
• Attempt to artificially inflate Commissions through fraudulent activities
• Offer rebates, coupons, or other incentives not approved by Topicer

4.4 Marketing Materials: Affiliate may only use approved marketing materials provided by Topicer or materials that have been reviewed and approved by Topicer.

4.5 Activity Requirements: To maintain eligibility for recurring commissions, Affiliate must generate a minimum of 3 new sales in the month prior to any renewal payment.

5.1 Commission Rates: Topicer will pay Affiliate a Commission of 25% on all Qualifying Purchases made by Referred Customers.

5.2 Qualifying Purchases: A purchase is considered qualifying when:

• The customer clicks through Affiliate's unique Affiliate Link
• The customer completes a valid purchase of Topicer services
• The purchase is not refunded, charged back, or canceled
• The purchase is not deemed fraudulent or in violation of this Agreement

5.3 Commission Tracking: Commissions are tracked through Affiliate's unique Affiliate Links. Affiliate is responsible for ensuring proper link usage.

5.4 Cookie Duration: Affiliate Links will be tracked for 30 days from the initial click.

5.5 Recurring Commissions: For subscription services, Affiliate will receive recurring Commissions on subsequent payments made by Referred Customers, subject to the following conditions:

• The customer maintains an active subscription
• The Affiliate remains in good standing in the Affiliate Program
• The Affiliate meets the minimum activity requirement of 3 new sales in the month prior to any renewal payment

5.6 Commission Adjustments: Topicer reserves the right to adjust Commission rates with 30 days' notice to Affiliates.

6.1 Payment Schedule: Commissions are paid on a monthly basis, approximately 30 days after the end of each calendar month.

6.2 Payment Methods: Topicer offers the following payment methods:

• PayPal
• Direct bank transfer (ACH/wire transfer)
• Other methods as may be made available by Topicer

6.3 Minimum Payment Threshold: A minimum balance of $50 USD is required for payment processing. Balances below this threshold will roll over to the next payment period.

6.4 Payment Currency: All Commissions are calculated and paid in US Dollars (USD).

6.5 Taxes: Affiliate is responsible for all taxes related to Commission payments. Topicer will issue appropriate tax forms as required by law.

6.6 Payment Disputes: Any payment disputes must be submitted within 30 days of the payment date. Disputes submitted after this period may not be considered.

7.1 Term: This Agreement commences upon acceptance into the Affiliate Program and continues until terminated.

7.2 Termination by Affiliate: Affiliate may terminate this Agreement at any time by providing written notice to Topicer.

7.3 Termination by Topicer: Topicer may terminate this Agreement:

• Immediately for any violation of this Agreement
• Immediately for any fraudulent activity or misrepresentation
• For any reason with 30 days' written notice
• If Affiliate has not generated any Qualifying Purchases for 6 consecutive months

7.4 Effect of Termination: Upon termination:

• Affiliate must cease using all Topicer materials and Affiliate Links
• Affiliate will receive final payment for any outstanding Commissions according to the payment schedule, provided the minimum payment threshold is met
• Affiliate will not receive Commissions on purchases made after the termination date

7.5 Surviving Provisions: Sections related to confidentiality, intellectual property, limitation of liability, and indemnification will survive termination of this Agreement.

8.1 License Grant: Topicer grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Topicer trademarks, logos, and marketing materials solely for the purpose of promoting Topicer services through the Affiliate Program.

8.2 Restrictions: Affiliate shall not:

• Modify Topicer materials without prior written approval
• Use Topicer materials in a manner that is misleading, defamatory, infringing, or illegal
• Use Topicer materials in a manner that violates Topicer's rights or the rights of any third party
• Register domain names, social media handles, or other online identifiers that include Topicer trademarks

8.3 Ownership: Topicer retains all right, title, and interest in its intellectual property, including but not limited to trademarks, logos, copyrights, and marketing materials.

8.4 Termination of License: The license granted herein terminates automatically upon termination of this Agreement.

9.1 Confidential Information: "Confidential Information" means any non-public information disclosed by Topicer to Affiliate, including but not limited to business plans, marketing strategies, customer data, technical information, and financial information.

9.2 Obligations: Affiliate shall:

• Maintain the confidentiality of all Confidential Information
• Use Confidential Information solely for the purpose of participating in the Affiliate Program
• Not disclose Confidential Information to any third party without Topicer's prior written consent
• Protect Confidential Information with at least the same degree of care used to protect its own confidential information

9.3 Exceptions: The obligations in this section do not apply to information that:

• Is or becomes publicly available through no fault of Affiliate
• Was known to Affiliate prior to disclosure by Topicer
• Is independently developed by Affiliate without use of Confidential Information
• Is required to be disclosed by law or court order

9.4 Survival: The confidentiality obligations in this section survive termination of this Agreement for a period of 3 years.

10.1 Disclaimer of Warranties: THE AFFILIATE PROGRAM AND ALL MATERIALS PROVIDED BY CONTENTBLD ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2 No Guarantee: Topicer makes no guarantee regarding the level of Commissions Affiliate may generate through the Affiliate Program. Results will vary based on Affiliate's efforts, marketing strategies, and target audience.

10.3 Limitation of Liability: IN NO EVENT SHALL CONTENTBLD BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF CONTENTBLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Cap on Liability: CONTENTBLD'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.5 Essential Purpose: The limitations of liability in this section shall apply to the fullest extent permitted by law and shall survive failure of any exclusive remedy.

11.1 Affiliate Indemnification: Affiliate shall indemnify, defend, and hold harmless Topicer, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Affiliate's breach of this Agreement
• Affiliate's promotional activities
• Affiliate's website or other online presence
• Any content or materials created or used by Affiliate
• Any claim that Affiliate's activities infringe the rights of any third party
• Any violation of laws or regulations by Affiliate

11.2 Procedure: Topicer will promptly notify Affiliate of any claim subject to indemnification. Topicer reserves the right to participate in the defense of any claim at its own expense.

12.1 Agreement Modifications: Topicer reserves the right to modify this Agreement at any time by posting the revised Agreement on its website or by notifying Affiliate via email.

12.2 Effective Date: Modifications will be effective 30 days after posting or email notification, unless otherwise specified.

12.3 Continued Participation: Affiliate's continued participation in the Affiliate Program after the effective date of any modification constitutes acceptance of the modified Agreement.

12.4 Objection to Modifications: If Affiliate objects to any modification, Affiliate's sole recourse is to terminate this Agreement.

13.1 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

13.2 No Exclusivity: This Agreement is non-exclusive. Affiliate may participate in other affiliate programs, and Topicer may work with other affiliates.

13.3 Assignment: Affiliate may not assign or transfer this Agreement without Topicer's prior written consent. Topicer may assign this Agreement without Affiliate's consent.

13.4 Notices: All notices must be in writing and sent via email or postal mail to the addresses provided by the parties.

13.5 Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of that provision or any other provision.

13.6 Severability: If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

13.7 Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the Affiliate Program and supersedes all prior agreements and understandings.

13.8 Governing Law: This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

13.9 Dispute Resolution: Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Delaware, and the language of the arbitration shall be English.

13.10 Force Majeure: Neither party shall be liable for failure to perform due to events beyond their reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, epidemics, or pandemics.