Affiliate Marketing Agreement

1 Definitions

Affiliate Link

A unique tracking link or identifier assigned to you for referral tracking.

Customer

An end user who purchases a Product through a tracked referral.

Buyer

A unique purchasing customer (individual or entity) associated with a Sale, as determined by Monarch (including through billing identity, payment method, account identity, and anti-fraud controls).

Sale

A single Product purchase transaction or a single enrollment into a paid subscription or monthly payment plan for a Product (i.e., the initial purchase or initial plan enrollment). A Sale is not each individual installment payment, subscription renewal charge, or monthly payment made under that purchase or plan.

Qualified Sale

A Sale that meets all requirements in Section 3 (including the 2-Sale Minimum per Product, full payment/collection requirements, and clearance of holding periods and reviews).

Net Sales

The actual amount received by Monarch for a Sale after deducting refunds, chargebacks, unpaid installments, payment processing fees, discounts, credits applied, taxes (if collected and remitted), and any other offsets or reversals.

Commission

A percentage of Net Sales payable to Affiliate as set forth in Section 3, if eligible.

Installment Sale

A purchase paid over time, including payment plans or subscriptions where multiple payments are required for the initial purchase price.

Clawback

Monarch’s right to reverse, withhold, recover, or offset Commissions previously paid, as described in this Agreement.

Confidential Information

Non-public information relating to Monarch, the Program, payouts, commissions, conversion rates, internal operations, strategies, customer lists, pricing, and any Program metrics not made public by Monarch.

2 Program Enrollment; Eligibility

2.1 Enrollment

Monarch may accept or reject any application for any reason. Participation is not guaranteed.

2.2 Account Requirement

You must maintain an active account in good standing to participate.

2.3 Automatic Affiliate Status

Monarch may offer automatic enrollment for certain customers (including free or paid customers) at Monarch’s discretion; eligibility to receive payouts still requires compliance with this Agreement.

2.4 Tax and Payment Details

You must provide accurate payout and tax information before receiving any payments. Monarch may withhold payments until required information is provided.

3 Commission Structure, Eligibility, and Payout Terms

3.1 Commission Rates

Commission rates may vary by Product and may be recurring or non-recurring as specified by Monarch at the time of offer. Commissions may range from 5% to 40% of Net Sales, depending on the Product, promotion, or offer.

3.2 Minimum Sales Requirement Per Product (2-Sale Minimum)

No Commission will be earned or payable on a Product unless at least two (2) separate Buyers complete at least two (2) separate Sales of that same Product through your Affiliate Link (the “2-Sale Minimum”). For clarity, multiple payments under a single subscription or monthly payment plan count as one (1) Sale, not multiple Sales. For example, a customer who makes ten (10) monthly payments under a single plan is one (1) Sale for purposes of the 2-Sale Minimum. Monarch’s determination of whether Sales are separate (including whether Buyers are separate) is final.

3.3 Net Sales Basis

All Commissions are calculated on Net Sales only. Monarch’s internal Net Sales calculation is final.

3.4 Installment Sales; Completion Requirement

For Installment Sales, Commissions are not earned or payable unless and until all required payments are successfully completed and fully collected by Monarch. Monarch may, in its sole discretion, release partial Commission payments before full completion; any such payments are provisional and subject to Clawback.

3.5 Holding Period and Payment Timing

Monarch applies a holding period of 45 days from the date of the Sale (or longer where required for installment completion, fraud review, compliance review, chargeback risk, or operational needs).

Payouts are typically processed between days 45–60 from the original Sale date for Qualified Sales that have cleared applicable holding periods and reviews.

Monarch may delay payouts if payout information is incomplete or for risk management, fraud prevention, compliance review, or operational reasons.

3.6 Refunds, Chargebacks, and Clawbacks

• Sales that are refunded or charged back do not earn Commissions.
• If a refund or chargeback occurs after a Commission payout, Monarch may claw back the Commission amount.
• Monarch may recover clawback amounts by requiring repayment and/or offsetting against current or future Commissions.

3.7 Platform Notifications Not Final

Any dashboard amounts, email confirmations, or automated notifications relating to Commissions are provisional and may be inaccurate. They do not guarantee payment.

3.8 Monarch Discretion; No Guaranteed Commission

Monarch reserves the right to withhold, reduce, deny, or decline to pay any Commission on any Sale for any reason, including suspected fraud, compliance concerns, refunds/chargebacks, customer disputes, attribution uncertainty, Program abuse, violations of this Agreement, or business considerations. Monarch’s determination is final.

3.9 Affiliate-Customer Refund/Chargeback Consequences

If an Affiliate is also a customer and files a chargeback or requests a refund for a previous purchase, Monarch may, in its discretion, remove that Affiliate from the Program and/or deny or forfeit unpaid Commissions.

3.10 Forfeiture Upon Removal

If you are removed from the Program, you forfeit any remaining unpaid Commissions, except where prohibited by law.

3.11 Negative Balances; Offsets; Suspension for Amounts Owed

If at any time amounts owed by you to Monarch (including due to refunds, chargebacks, clawbacks, disputes, fees, or other offsets) exceed Commissions payable to you, you will have a negative balance (“Negative Balance”). Monarch may, in its sole discretion:

• Offset the Negative Balance against any current or future Commissions, payouts, credits, or other amounts otherwise payable to you;
• Withhold any payouts until the Negative Balance is resolved;
• Require you to repay the Negative Balance upon demand; and/or
• Restrict, suspend, disable, or shut down your access to the Program and/or the Services (including your affiliate portal, any Scale workspace/tenant, and any websites, funnels, pages, features, or software experiences created, hosted, or operated within Scale or any Monarch-controlled product) until the Negative Balance is fully satisfied.

You authorize Monarch to apply any amounts otherwise payable to you toward the Negative Balance. Monarch’s determination of the existence and amount of any Negative Balance is final.

3.12 Payout Minimum Threshold

Monarch may require a minimum payout threshold of $200 USD before issuing payouts. Amounts below the threshold will roll over to the next payout period until the threshold is met (subject to offsets, holding periods, compliance reviews, and this Agreement).

3.13 Errors; Adjustments

Monarch may correct tracking, pricing, attribution, Commission, or payout errors at any time, including retroactively. If an overpayment occurs, Monarch may recover it via clawback, offset, withholding, or repayment demand.

3.14 Risk Review; Extended Holds; Restrictions

Monarch may place your account under review, extend holding periods, restrict payouts, limit Program access, or impose additional requirements if your traffic quality, complaint rate, opt-out rate, refund rate, or chargeback rate is elevated or indicates potential fraud, abuse, or non-compliance, as determined by Monarch in its sole discretion.

4 Recurring Commissions (If Offered)

If Monarch designates a Product as eligible for recurring Commissions, recurring Commissions (if any) apply only while: (a) the Customer remains active and paying, (b) the Customer’s payments are fully collected, (c) Net Sales remain positive after offsets, and (d) you remain eligible and in compliance with this Agreement. Monarch may modify or discontinue recurring Commission eligibility for any Product at any time.

5 Prohibited Practices; Fraud; Abuse; No Circumvention

You agree not to engage in any deceptive, fraudulent, or abusive practices, including:

• Spam or unsolicited bulk messaging.
• Cookie stuffing, forced clicks, misleading redirects, or unauthorized tracking manipulation.
• Fraudulent transactions, including self-referrals intended to generate Commissions, use of stolen cards, or fake leads.
• Misrepresentation of Products, pricing, outcomes, testimonials, earnings, or guarantees.
• Incentivized rebates to buyers unless explicitly permitted by Monarch in writing.
• Negative marketing designed to harm Monarch, including labeling Products as scams or otherwise disparaging Products to drive conversions through fear or deception.
• Gaming the system to qualify for prizes or payouts, including artificial purchases.
• Marketing or content involving adult content, gambling, high-risk regulated services, alcohol, tobacco, or anything illegal, or any other restricted content prohibited by Monarch.

5.1 No Self-Referral (Account Shutdown Risk)

You may not earn Commissions on purchases made by you, your household, your employees/contractors, your entity, or anyone using your payment method or accounts, or on transactions Monarch reasonably determines are self-referrals or intended to circumvent Program rules. Violation may result in withheld Commissions, clawbacks, removal from the Program, and/or account suspension or shutdown.

5.2 No Circumvention of Program Controls

You may not attempt to evade or circumvent holding periods, verification steps, chargeback buffers, payout minimums, compliance reviews, tracking controls, or any other Program controls. Attempted circumvention may result in withheld Commissions, clawbacks, removal from the Program, and/or account suspension or shutdown.

Monarch may withhold Commissions and remove you from the Program for any violation.

6 FTC and Advertising Compliance

6.1 Required Disclosures

You must clearly and conspicuously disclose your affiliate relationship in all promotions, including on social media (e.g., “#ad” or “Sponsored”) and in written/video content where required.

6.2 Compliance Responsibility

You are solely responsible for compliance with all applicable advertising, consumer protection, and endorsement laws and guidelines, including FTC rules.

6.3 Consequences

Monarch may withhold Commissions and remove you from the Program for violations.

7 Confidentiality; Non-Disclosure of Earnings

7.1 Confidential Information

You agree to keep Confidential Information confidential and not to disclose it to any third party without Monarch’s prior written consent.

7.2 No Public Discussion of Earnings or Payment Details

You agree that you will not publicly discuss, publish, or share your earnings, Commission amounts, payout details, screenshots, or other Program payment information, except where disclosure is required by law. Violation may result in immediate removal from the Program and forfeiture of unpaid Commissions as permitted by law.

8 Program Removal; Termination; Inactivity; Suspension for Amounts Owed

8.1 Removal at Will

Monarch may remove any Affiliate from the Program for any reason or no reason, at any time, in Monarch’s sole discretion.

8.2 Immediate Termination Grounds

Monarch may immediately terminate participation for fraud, abuse, compliance violations, high refund/chargeback rates, brand misrepresentation, prohibited marketing practices, violation of this Agreement, or other conduct Monarch determines is harmful or risky.

8.3 Defamation and Harmful Conduct

Defamation of Monarch, the Scale brand, or Products, or conduct intended to harm Monarch’s reputation, may result in removal from the Program and/or account restriction.

8.4 Inactivity

Monarch may deactivate accounts that have been inactive (no clicks, sales, or logins) for 12 consecutive months. Unpaid Commissions may be forfeited upon deactivation if not claimed within 12 months, to the extent permitted by law.

8.5 Suspension for Amounts Owed

Monarch may restrict, suspend, disable, or shut down your participation in the Program and/or your access to the Services if you have a Negative Balance or otherwise owe money to Monarch, until all outstanding amounts are paid in full.

8.6 Non-Disparagement / Defamation

You agree not to make false, misleading, or defamatory statements about Monarch, Scale, the Program, or any Products. Monarch may remove you from the Program and/or suspend or shut down accounts for violations.

9 Referral Attribution; Tracking

9.1 Tracking Dependency

Commission eligibility depends on accurate tracking. You are responsible for using the correct Affiliate Link and ensuring your promotions do not interfere with tracking.

9.2 Attribution Decisions

Monarch’s tracking, attribution, and anti-fraud determinations are final.

9.3 No Circumvention

You may not attempt to manipulate or override tracking.

10 Intellectual Property; Brand Use

10.1 License

Monarch grants you a limited, revocable, non-exclusive, non-transferable license to use Monarch-provided affiliate marketing materials solely to promote Products under this Agreement.

10.2 Restrictions

You may not (a) register domains, social handles, or ads using Monarch trademarks or confusingly similar names, (b) create misleading “official” pages, or (c) imply you are Monarch or an employee/agent of Monarch.

10.3 Revocation

Monarch may revoke permission to use marketing materials at any time.

11 Disclaimers

THE PROGRAM AND ALL COMMISSION OPPORTUNITIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” MONARCH MAKES NO WARRANTIES REGARDING TRACKING, PAYOUT TIMING, PROGRAM AVAILABILITY, OR ANY PARTICULAR EARNINGS.

12 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MONARCH WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM.

MONARCH’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM WILL NOT EXCEED $100.

13 Indemnification

You agree to defend, indemnify, and hold harmless Monarch and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your promotions or marketing, (b) your breach of this Agreement, (c) your violation of law, or (d) your content or statements about Monarch or the Products.

14 Governing Law; Arbitration; No Class Actions; Venue

14.1 Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles, except to the extent prohibited by applicable law.

14.2 Binding Arbitration

Except for claims that may be brought in small claims court (if eligible) or claims for injunctive or equitable relief relating to intellectual property or brand misuse, you and Monarch agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Program will be resolved by binding arbitration.

14.3 No Class Actions

You and Monarch 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, private attorney general, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any representative or class proceeding.

14.4 Location and Venue

Arbitration (and any permitted court proceedings) will take place in Palm Beach County, Florida, and you consent to personal jurisdiction there.

14.5 Opt-Out of Arbitration

You may opt out of arbitration by sending an email to [email protected] within 30 days of first accepting this Agreement, with the subject line “Arbitration Opt-Out,” and your name and the email address associated with your Affiliate account.

15 Entire Agreement

This Agreement constitutes the entire agreement between you and Monarch regarding the Program and supersedes any prior or contemporaneous affiliate or referral terms, communications, or understandings relating to the Program.

16 Survival

Sections that by their nature should survive termination will survive, including (without limitation) confidentiality, non-disclosure of earnings, clawbacks/offsets/Negative Balance obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and any payment-related provisions.

17 Changes to This Agreement

Monarch may update this Agreement at any time. Continued participation in the Program after an update becomes effective constitutes acceptance of the updated Agreement.

18 Contact