MVP Affiliate Agreement

1. Definitions

• Affiliate Link means the unique tracking URL or referral code we assign to you.
• Affiliate Portal means the dashboard where you access your links, materials, referral data, and commission balance.
• Attribution Window means the 90-day period described in Section 3.3.
• Commission means the amount you earn under Section 3.
• Net Revenue means the amounts we actually collect from a Referred Customer, excluding taxes (including HST, GST, VAT, and sales tax), refunds, chargebacks, credits, and payment-processing fees.
• Materials means the MVP names, logos, banners, videos, copy, and other promotional content we provide to you.
• MVP Products means the Marketers Video Player software-as-a-service and its paid plans.
• Program means the MVP Affiliate Program governed by this Agreement.
• Referred Customer means a new customer who purchases a paid MVP plan after clicking your Affiliate Link, as tracked and credited to you by our tracking system.

2. Joining the Program

2.1 Application. You must apply through our registration form and give accurate, complete information, including your legal name, contact details, payout details, and the websites or channels where you plan to promote MVP. We may accept or reject any application at our discretion.

2.2 Account security. You are responsible for all activity in your Affiliate Portal account. Keep your login details private and tell us promptly if you suspect unauthorized use.

2.3 Independent contractor. You are an independent business, not our employee, agent, partner, or joint venturer. You cannot make promises, sign contracts, or accept payments on our behalf.

2.4 Your team. If your employees or contractors promote MVP for you, you are responsible for making sure they follow this Agreement. Their breach counts as your breach.

2.5 Other affiliates. We may accept other affiliates on the same or different terms.

3. Commissions

3.1 Rate. You earn a recurring Commission of 35% of Net Revenue on each payment a Referred Customer makes for a monthly or annual MVP subscription, for as long as that customer keeps an active, paid subscription and you remain an affiliate in good standing. On one-time lifetime purchases, you earn 35% of Net Revenue once.

3.2 Plan changes. If a Referred Customer upgrades, downgrades, or switches between billing periods, your 35% applies to the new plan price. If the customer cancels and later resubscribes through your Affiliate Link, the new purchase is commissionable.

3.3 Attribution. A sale is credited to you when a new customer clicks your Affiliate Link and buys within 90 days of that click. If the customer clicks links from more than one affiliate, the last affiliate link clicked before purchase receives credit. Our tracking system is the final record of attribution.

3.4 Tracking limits. Tracking depends on cookies and similar technology. We are not responsible for sales that are not tracked because a customer blocks or clears cookies, uses a different device or browser, or because your link was altered or formatted incorrectly.

3.5 Changes to rates. We may change the commission rate or plan eligibility with at least 30 days' notice by email. Changes apply to new Referred Customers acquired after the change takes effect, unless we state otherwise.

4. Payouts and Taxes

4.1 Holding period. MVP offers customers a 30-day money-back guarantee. Each Commission is therefore held for 30 days after the customer's payment before it becomes payable.

4.2 Payment schedule. We pay Commissions weekly for all Commissions that have cleared the 30-day holding period.

4.3 Minimum payout. Payouts are made only when your cleared balance is at least $100. Smaller balances roll over to the next weekly payout until the minimum is reached.

4.4 Payment method. We pay by PayPal or Stripe, as you choose in the Affiliate Portal. You must keep your payout details accurate and meet any onboarding requirements of the payment provider. Provider fees, currency-conversion costs, and transfer charges are deducted from the payout and borne by you. We are not responsible for payments lost because of incorrect payout details you supplied.

4.5 Tax information. Before your first payout, you must provide the tax information we reasonably request, such as your legal name, address, GST/HST number if you are registered, or a U.S. Form W-9 or W-8BEN where applicable. We may hold Commissions until we receive it.

4.6 Your taxes. You are solely responsible for reporting and paying all taxes on your Commissions. Commissions are inclusive of any GST/HST or other sales tax you may be required to charge, unless we agree otherwise in writing. We may withhold amounts where the law requires.

4.7 Unclaimed balances. If you fail to provide valid payout or tax details within 12 months after a Commission becomes payable, that Commission may be forfeited, to the extent the law allows.

5. When Commissions Are Not Earned

5.1 No commission is earned on:

• payments that are refunded, charged back, disputed, or reversed for any reason;
• sales involving fraud, stolen payment methods, or fake or duplicate accounts;
• purchases made by you, your household, or your own businesses through your own Affiliate Link (self-referrals);
• existing MVP customers, or customers who were already referred by another affiliate;
• sales that are not tracked to your Affiliate Link by our system;
• free trials, free plans, credits, or discounts given at no charge; and
• any sale generated through a breach of this Agreement.

5.2 Clawbacks. If a Commission is paid and the related payment is later refunded, charged back, or found to be ineligible, we may deduct that amount from your future Commissions or ask you to repay it.

5.3 Forfeiture for breach. If you breach Section 6 (Promotion Rules) or Section 7 (Disclosure and Compliance), or commit fraud, we may withhold and cancel any unpaid Commissions connected to that breach, in addition to our other rights.

6. Promotion Rules

You may promote MVP on your own websites, blogs, email lists, social media profiles, YouTube channels, podcasts, webinars, communities, and to your own customers and JV partners, as long as you follow these rules.

6.1 Honest claims only. Describe MVP accurately. Do not:

• promise or imply that MVP will make anyone money, or quote income, sales, or conversion results you cannot substantiate;
• invent features, pricing, discounts, bonuses, or guarantees that we have not approved;
• use fake reviews, fake testimonials, fake scarcity (such as false countdown timers), or misleading before-and-after claims.

6.2 Email and messaging. Send email, text, and direct messages only to people who have given you valid consent under Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, and any other law that applies. Every commercial email must identify you as the sender, include your contact information, and include a working unsubscribe option. Messages must come from you, not appear to come from MVP. No purchased, rented, or scraped lists, and no unsolicited bulk messages, comment spam, or forum spam.

6.3 Paid search and brand protection. Without our prior written approval, you may not:

• bid on "MVP," "Marketers Video Player," "MarketersVideoPlatform," or any misspelling or variation of them as keywords in Google, Bing, or any other ad network;
• use those names in ad headlines, ad copy, display URLs, or sponsored listings;
• send paid traffic directly to an MVP page using your Affiliate Link; paid ads must go to your own landing page first.

If we ask you to remove an ad that breaks this rule, you must remove it within 24 hours.

6.4 Social media. You may share your Affiliate Link on your own profiles, pages, and channels. You may not post your link on MVP's own social accounts, in replies to MVP's posts, or in our community groups, and you may not create accounts, pages, usernames, or domain names that contain our brand names or could be mistaken for an official MVP account.

6.5 Coupons and deals. Do not publish coupon codes, discounts, or offers unless we gave them to you for public use. Do not list MVP on coupon, cashback, rebate, or incentive sites without our written approval.

6.6 Prohibited methods. You may not:

• use cookie stuffing, forced clicks, hidden iframes, pop-unders, or any method that sets a referral cookie without a genuine click;
• use browser extensions, toolbars, or software that inject, replace, or redirect affiliate links;
• use bots, click farms, incentivized clicks, or fake sign-ups;
• make your site look like, frame, or copy the look of MVP's website or claim to be MVP;
• promote MVP on sites or channels with illegal, hateful, adult, violent, or deceptive content, or that infringe someone else's rights;
• recruit sub-affiliates or run a multi-level network to promote MVP without our written approval.

6.7 Bonuses you offer. If you offer your own bonus to buyers, it must be legal, delivered by you, and clearly described as your bonus, not ours. You are responsible for delivering it.

6.8 Customer support. Refer all questions about MVP billing, accounts, and technical support to MVP support. Do not ask customers for their MVP login details or payment information.

7. Disclosure and Legal Compliance

7.1 Affiliate disclosure. Wherever you share an Affiliate Link or recommend MVP, you must clearly disclose that you may earn a commission. The disclosure must be easy to see, placed near the link or recommendation, and not hidden in a footer, pop-up, or "more" link. A suitable example is: "I'm an affiliate of Marketers Video Player and earn a commission if you buy through my link." On video and audio, say it out loud as well as in the description. Use the platform's paid-partnership label where one exists.

7.2 Laws that apply. You are responsible for following all laws that apply to your promotions, including Canada's Competition Act and Competition Bureau guidance on endorsements, CASL, PIPEDA and other privacy laws, the U.S. FTC Endorsement Guides, and the equivalent rules in every country where you promote.

7.3 Privacy. If you collect personal information from visitors, you must have a privacy policy that discloses it, including that third parties such as MVP may use cookies to track referrals. You may not use customer information that MVP collects for any purpose.

7.4 Platform rules. You must follow the terms of every platform you use to promote MVP, such as social networks, ad networks, and email providers.

8. Use of Our Brand and Materials

8.1 License. While you are an affiliate in good standing, we give you a limited, non-exclusive, non-transferable, revocable license to use the Materials and our brand names solely to promote MVP under this Agreement.

8.2 Limits. You may not alter our logos or Materials (other than resizing), or use our brand in a way that suggests we sponsor or endorse you, your business, or your products. You may create your own reviews, tutorials, and content about MVP, provided they are accurate and follow Section 6.

8.3 Ownership. We own MVP, our brand, the Materials, and all related intellectual property. You own the original content you create. You grant us a free, worldwide license to share or quote your public content about MVP, with credit to you, for promoting the Program. Any suggestions or feedback you give us can be used freely without payment to you.

8.4 Removal. We may ask you to change or remove any content that uses our brand or Materials. You must do so within 3 business days of our request.

9. Term and Termination

9.1 Term. This Agreement starts on the Effective Date and continues until either party ends it.

9.2 Ending it yourself. You may leave the Program at any time by notice through the Affiliate Portal or by email.

9.3 Ending it ourselves. We may end this Agreement for any reason with 14 days' notice. We may suspend or end it immediately, without notice, if you breach this Agreement, act fraudulently or unlawfully, or harm MVP's reputation, customers, or other affiliates.

9.4 After termination:

• Your license to use our brand and Materials ends, and you must remove all Affiliate Links and Materials within 7 days.
• Commissions on customer payments received before the termination date will be paid once they clear the 30-day holding period, provided you were not terminated for breach or fraud.
• Recurring Commissions end on the termination date. No Commissions are earned on customer payments received after that date.
• Balances under the $100 minimum will be paid with the final payout.

9.5 Survival. Sections that by their nature should continue after termination will continue, including Sections 4 and 5 (as to amounts owed), 8.3, 10, 11, and 12.

10. Disclaimers, Liability, and Indemnity

10.1 No earnings guarantee. We make no promise about how much, if anything, you will earn. Any examples of other affiliates' results are not typical and are not a prediction of yours. This Program is not a business opportunity or investment, and gives you no ownership or profit share in MVP.

10.2 Provided "as is." The Program, the Affiliate Portal, the tracking system, and MVP are provided "as is" and "as available." We do not guarantee that they will be uninterrupted or error-free, and, to the extent the law allows, we disclaim all implied warranties, including merchantability and fitness for a particular purpose.

10.3 Changes to MVP. We set MVP's prices and features and may change, discount, or discontinue any plan at any time. Price changes affect Net Revenue and therefore your Commissions.

10.4 Limit of liability. To the extent the law allows, we are not liable for any indirect, incidental, special, or consequential damages, or for lost profits, revenue, or data. Our total liability to you for all claims under this Agreement will not exceed the Commissions paid or payable to you in the 6 months before the event giving rise to the claim. Nothing in this Agreement limits liability for fraud or wilful misconduct.

10.5 Your indemnity. You will defend and compensate us, and our owners, employees, and contractors, for any claims, losses, fines, and reasonable legal fees arising from your breach of this Agreement, your violation of any law or platform rule, your content or promotions, your bonuses, or your taxes.

11. Confidentiality

Non-public information we share with you, such as unreleased features, pricing plans, launch dates, commission tiers offered privately, and Program data, is confidential. Use it only to take part in the Program and do not share it, unless it becomes public through no fault of yours or the law requires you to disclose it.

12. General Terms

12.1 Changes to this Agreement. We may update this Agreement by emailing you and posting the new version at least 15 days before it takes effect. If you continue in the Program after that date, you accept the changes. If you do not agree, your remedy is to leave the Program under Section 9.2.

12.2 Notices. We will send notices to the email address in your Affiliate Portal. You may send notices to affiliates@marketersvideoplatform.com.

12.3 Governing law. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada that apply there.

12.4 Disputes. The parties will first try to resolve any dispute by good-faith discussion for 30 days. If it is not resolved, it will be settled by binding arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario), seated in Toronto, Ontario, and conducted in English. Claims must be brought individually, not as part of a class or representative proceeding, to the extent the law allows. Either party may go to the courts of Ontario for urgent injunctive relief, including to protect intellectual property or confidential information.

12.5 Assignment. You may not transfer this Agreement without our written consent. We may transfer it to a successor or buyer of our business.

12.6 Entire agreement. This Agreement, together with any written guidelines we publish for the Program, is the entire agreement between us about the Program and replaces any earlier understandings.

12.7 Other terms. If any part of this Agreement is found unenforceable, the rest remains in effect. Our failure to enforce a term is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control, except for payment obligations. Headings are for convenience only, and "including" means "including without limitation."

12.8 Acceptance. By accepting this Agreement, you confirm that you have read it, that you are at least 18 years old and able to enter into contracts, and that you are not relying on any promise not written here.