MAD JAW AFFILIATE PROGRAM AGREEMENT

Last Updated: May 3, 2025

This Affiliate Program Agreement ("Agreement") is entered into between Mad Jaw LLC, a Texas LLC ("Mad Jaw," "we," "us," or "our"), and the individual or entity that applies to participate in the Mad Jaw Affiliate Program ("Affiliate," "you," or "your").

1. DEFINITIONS

1.1 "Affiliate Program" means the Mad Jaw affiliate marketing program described in this Agreement.

1.2 "Affiliate Tool" means the software, portal, or platform that Mad Jaw provides to Affiliates for tracking links, commissions, payments, and program information.

1.3 "Commission" means the amount payable to Affiliate pursuant to this Agreement and calculated based on the Commission Rate.

1.4 "Commission Rate" means 30% of the fees paid to Mad Jaw by a Referred Customer.

1.5 "Cookie Duration" means 30 days, which is the length of time during which a potential customer's activity is tracked and attributed to Affiliate after clicking Affiliate's Tracking Link.

1.6 "Effective Date" means the date Mad Jaw approves Affiliate's application to the Affiliate Program.

1.7 "Mad Jaw AI Receptionist" means the AI-powered receptionist solution and related services offered by Mad Jaw.

1.8 "Qualified Purchase" means a purchase of a Mad Jaw AI Receptionist subscription made by a Referred Customer who (i) accesses the Mad Jaw website through Affiliate's Tracking Link, (ii) completes the purchase during the Cookie Duration, and (iii) maintains an active, paid subscription for at least 90 continuous days.

1.9 "Referred Customer" means a new Mad Jaw customer who has not previously purchased Mad Jaw AI Receptionist services and who makes a Qualified Purchase.

1.10 "Tracking Link" means the unique URL or referral code assigned to Affiliate for participation in the Affiliate Program.

2. AFFILIATE PROGRAM ENROLLMENT

2.1 Application. To enroll in the Affiliate Program, you must submit a completed application through the Mad Jaw website. We reserve the right to reject any application in our sole discretion.

2.2 Eligibility Requirements. To be eligible for the Affiliate Program, you must:

- Be at least 18 years of age

- Have an active website, blog, social media presence, or other online platform

- Provide accurate and complete information in your application

- Have a valid taxpayer identification number and bank account

- Comply with all applicable laws, regulations, and this Agreement

2.3 Acceptance.

If we accept your application, we will notify you by email and provide you with a unique Tracking Link and access to the Affiliate Tool. Your participation in the Affiliate Program begins on the Effective Date.

3. AFFILIATE OBLIGATIONS

3.1 Promotion. Affiliate will use commercially reasonable efforts to promote Mad Jaw AI Receptionist through Affiliate's website, social media channels, email marketing, or other online platforms.

3.2 Tracking Link. Affiliate must use the Tracking Link provided by Mad Jaw when promoting the Mad Jaw AI Receptionist. Failure to use the Tracking Link may result in loss of Commissions.

3.3 Compliance with Laws. Affiliate will comply with all applicable laws, regulations, and industry best practices, including but not limited to:

- The CAN-SPAM Act

- The Federal Trade Commission Act and FTC guidelines on endorsements and testimonials

- Data protection and privacy laws

- Truth in advertising laws

- All applicable state and local laws

3.4 Disclosure Requirements. Affiliate must clearly and conspicuously disclose that they may receive compensation for referrals made through their Tracking Link in accordance with the Federal Trade Commission's guidelines on endorsements and testimonials.

3.5 Prohibited Activities.

Affiliate shall not:

- Use any Mad Jaw trademark, logo, or other intellectual property without prior written consent

- Create, publish, distribute, or print any written material that references Mad Jaw without prior written consent

- Make false or misleading statements about Mad Jaw or its products and services

- Engage in spamming, unsolicited commercial email, or other deceptive marketing practices

- Bid on Mad Jaw trademarks or variations in paid search campaigns

- Create websites or social media accounts that could be confused with official Mad Jaw properties

- Offer incentives, rebates, or other forms of compensation to potential customers for using Affiliate's Tracking Link

- Target any audience under the age of 18

- Engage in any activity that would reflect negatively on Mad Jaw or damage its reputation

4. MAD JAW OBLIGATIONS

4.1 Affiliate Portal. Mad Jaw will provide Affiliate with access to the Affiliate Portal, which will track Qualified Purchases and Commissions.

4.2 Marketing Materials. Mad Jaw may provide Affiliate with marketing materials, which Affiliate may use in accordance with this Agreement.

4.3 Commission Tracking. Mad Jaw will track Qualified Purchases made through Affiliate's Tracking Link and calculate Commissions accordingly.

4.4 Commission Payment. Mad Jaw will pay Commissions to Affiliate as set forth in Section 5.

5. COMMISSIONS AND PAYMENT

5.1 Commission Rate. Mad Jaw will pay Affiliate a Commission equal to 30% of the fees paid to Mad Jaw by each Referred Customer who completes a Qualified Purchase.

5.2 Commission Duration. Commissions will be earned on payments made by the Referred Customer for the affiliate's initial sales offer for as long as the Referred Customer maintains an active, paid subscription for Mad Jaw AI Receptionist services, provided that (i) this Agreement remains in effect and (ii) Affiliate remains in good standing.

5.3 Commission Payment Timing. Commissions will be paid after the Referred Customer has maintained an active, paid subscription for at least 90 continuous days. Thereafter, Commissions will be paid on a monthly basis for fees collected during the previous month.

5.4 Payment Method. Mad Jaw will pay Commissions via electronic funds transfer (EFT) to the bank account specified by Affiliate.

5.5 Minimum Payment Threshold. Mad Jaw will only process payments when the total unpaid Commission amount exceeds $50. If the total unpaid Commission amount is less than $50, it will be held until the total exceeds $50.

5.6 Taxes. Affiliate is responsible for all taxes associated with Commissions. Mad Jaw will issue appropriate tax forms as required by law.

5.7 Commission Adjustments. Mad Jaw reserves the right to adjust Commissions for:

- Referred Customers who receive refunds or credits

- Fraudulent activity

- Violations of this Agreement

- Chargebacks or payment failures

6. TERM AND TERMINATION

6.1 Term. This Agreement will commence on the Effective Date and continue until terminated by either party as set forth in this Agreement.

6.2 Termination Without Cause. Either party may terminate this Agreement at any time without cause by providing the other party with 30 days' prior written notice.

6.3 Termination for Cause. Mad Jaw may terminate this Agreement immediately and without prior notice if:

- Affiliate breaches any provision of this Agreement

- Affiliate engages in deceptive, unethical, or unlawful conduct

- Affiliate fails to generate any Qualified Purchases for a period of six consecutive months

- Mad Jaw determines, in its sole discretion, that Affiliate's participation in the Affiliate Program may damage Mad Jaw's reputation or brand

6.4 Effect of Termination. Upon termination of this Agreement:
- Affiliate must cease all promotion of Mad Jaw and remove all Tracking Links and Mad Jaw materials from Affiliate's websites and platforms

- Mad Jaw will pay any outstanding Commissions earned prior to termination, subject to the minimum payment threshold and other conditions in this Agreement

- Sections 7, 8, 9, 10, 11, and 12 will survive termination

7. INTELLECTUAL PROPERTY

7.1 License to Mad Jaw Materials. Mad Jaw grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Mad Jaw trademarks, logos, and marketing materials solely for the purpose of promoting Mad Jaw AI Receptionist in accordance with this Agreement. This license terminates automatically upon termination of this Agreement.

7.2 Restrictions. Affiliate shall not:

- Alter, modify, or create derivative works of any Mad Jaw materials

- Use Mad Jaw materials in any manner that could confuse customers or damage Mad Jaw's reputation

- Use Mad Jaw materials in any manner not expressly authorized by this Agreement

- Register domain names, social media accounts, or other online identifiers that include Mad Jaw trademarks or confusingly similar variations

7.3 Ownership. Mad Jaw retains all right, title, and interest in and to its trademarks, logos, marketing materials, and other intellectual property. All goodwill generated through Affiliate's use of Mad Jaw intellectual property will inure to the benefit of Mad Jaw.

8. CONFIDENTIALITY

8.1 Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other, including but not limited to business plans, customer data, financial information, marketing strategies, and technical information.

8.2 Protection of Confidential Information. Each party agrees to:

- Protect the confidentiality of the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care

- Not use the other party's Confidential Information for any purpose outside the scope of this Agreement

- Not disclose the other party's Confidential Information to any third party without prior written consent

- Limit access to the other party's Confidential Information to its employees, contractors, and agents who need access to perform obligations under this Agreement

8.3 Exceptions. The obligations in Section 8.2 do not apply to information that:

- Is or becomes publicly available through no fault of the receiving party

- Is rightfully known to the receiving party prior to disclosure

- Is rightfully obtained by the receiving party from a third party without restriction

- Is independently developed by the receiving party without use of the disclosing party's Confidential Information

8.4 Required Disclosure. If required by law, regulation, or legal process, the receiving party may disclose Confidential Information of the disclosing party, provided that the receiving party gives the disclosing party prompt written notice of such requirement (if legally permitted) and cooperates with the disclosing party's efforts to limit or contest such disclosure.

9. REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations and Warranties. Each party represents and warrants that:

- It has the full right, power, and authority to enter into and perform its obligations under this Agreement

- Its performance of this Agreement will not violate any applicable law or regulation or any agreement to which it is a party

- It will perform its obligations under this Agreement in a professional manner consistent with industry standards

9.2 Affiliate Representations and Warranties. Affiliate represents and warrants that:

- All information provided in the Affiliate Program application is true, accurate, and complete

- Affiliate's website and marketing materials do not and will not contain any materials that are illegal, obscene, threatening, defamatory, or otherwise violate any applicable law or right of any third party

- Affiliate has all necessary rights, licenses, and permissions to operate its website and marketing channels

- Affiliate will comply with all applicable laws, regulations, and industry best practices in performing its obligations under this Agreement

9.3 Disclaimer.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10. LIMITATION OF LIABILITY

10.1 Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability.

MAD JAW'S TOTAL CUMULATIVE LIABILITY TO AFFILIATE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. INDEMNIFICATION

11.1 Affiliate Indemnification. Affiliate will indemnify, defend, and hold harmless Mad Jaw and its officers, directors, employees, and agents 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 violation of any applicable law or regulation

- Affiliate's marketing activities related to Mad Jaw

- Any claims that Affiliate's website or marketing materials infringe the intellectual property rights of any third party

11.2 Procedure. Mad Jaw will promptly notify Affiliate of any claim subject to indemnification, cooperate with Affiliate in defending the claim, and allow Affiliate to control the defense and settlement of the claim, provided that no settlement will obligate Mad Jaw in any way without Mad Jaw's prior written consent.

12. GENERAL PROVISIONS

12.1 Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

12.2 Assignment. Affiliate may not assign or transfer this Agreement, in whole or in part, without Mad Jaw's prior written consent. Mad Jaw may assign this Agreement to any successor to its business or assets.

12.3 Notices. All notices under this Agreement must be in writing and will be deemed given (a) when delivered personally, (b) when sent by confirmed email, or (c) when sent by certified mail, return receipt requested.

12.4 Modification. Mad Jaw may modify this Agreement at any time by posting an updated version on its website or providing notice to Affiliate via email. Affiliate's continued participation in the Affiliate Program after such notice constitutes acceptance of the modified Agreement.

12.5 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

12.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid or unenforceable provision will be interpreted to effect the original intent of the parties as closely as possible.

12.7 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

12.8 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

12.9 Dispute Resolution. Any dispute arising out of or related to this Agreement shall be resolved through binding arbitration conducted in Tarrant County, Texas, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by a single arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

12.10 Force Majeure. Neither party will be liable for any failure or delay in performance (except for payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, riots, civil unrest, government action, strikes, lockouts, or other labor problems.

By applying to the Mad Jaw Affiliate Program, you acknowledge that you have read, understand, and agree to be bound by this Agreement.