Last Updated: April 3, 2026

1. OVERVIEW AND ACCEPTANCE

This Affiliate Program Agreement (“Agreement”) is entered into by and between AssignX, Inc. (“AssignX,” “Company,” “we,” “us,” or “our”) and the individual or entity applying to or participating in the AssignX Affiliate Program (“Affiliate,” “you,” or “your”).

By applying to, enrolling in, or participating in the AssignX Affiliate Program (the “Program”), you acknowledge that you have read, understood, and agree to be bound by:

• This Agreement
• AssignX Terms of Service
• AssignX Privacy Policy
• Any Affiliate Program Policies, guidelines, or updates issued by AssignX

These documents collectively form the entire agreement governing your participation.

AssignX reserves the right, in its sole discretion, to approve or reject any Affiliate application, suspend or revoke participation, or modify Program terms at any time.

2. DEFINITIONS

For purposes of this Agreement:

• “Affiliate Link” means a unique tracking URL or identifier assigned to you for the purpose of attributing referrals.
• “Qualified Referral” means a new customer or Agency Partner that is validly attributed to Affiliate in accordance with Section 4 and satisfies all conditions under Section 6.
• “SaaS Subscription” means a paid subscription to AssignX’s platform or services.
• “Agency Partner Enrollment” means a purchase of AssignX’s agency program, partner onboarding package, or similar offering, including any associated enrollment or activation fees.
• “Commission” means the monetary compensation payable to Affiliate for Qualified Referrals.
• “Calendar Month” means the period beginning on the first (1st) day and ending on the last day of a given month.
• “Good Standing” means an account that is active, not suspended, not subject to refund or dispute, and compliant with AssignX terms and policies. 

3. COMMISSION STRUCTURE

3.1 Commission Categories and Separation

Affiliate commissions under this Agreement are divided into two distinct and independent categories:

(a) SaaS Subscription Referrals
(b) Agency Partner Enrollment Referrals

Each category shall be:

• Independently tracked using AssignX systems
• Independently calculated based on qualifying activity within each category
• Independently tiered for purposes of performance-based commission adjustments
• Independently paid without cross-impact or aggregation

For the avoidance of doubt:

• Performance thresholds in one category shall not apply to, or influence, commission eligibility or tier qualification in the other category
• A single referred individual or entity may generate commissions under both categories only if they complete separate qualifying transactions (e.g., initial SaaS subscription followed by Agency Partner enrollment)

3.2 SaaS Subscription Commissions

3.2.1 Base Commission Structure

Subject to the terms of this Agreement, Affiliate shall be entitled to receive a recurring commission equal to twenty percent (20%) of Net Subscription Revenue for each Qualified SaaS Subscription Referral.

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“Net Subscription Revenue” shall mean the gross subscription fees actually received by AssignX, less any applicable:

• Taxes (including VAT, GST, or sales tax)
• Payment processing fees
• Discounts, promotional credits, or coupons
• Refunds, reversals, or chargebacks

Commission shall:

• Accrue only upon successful receipt of payment by AssignX
• Be payable for a period of twelve (12) consecutive months beginning on the date of the customer’s first successful payment
• Immediately cease upon cancellation, refund, or account termination

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3.2.2 Performance-Based Commission Tier (11+ Referrals)

If Affiliate generates eleven (11) or more Qualified SaaS Subscription Referrals within a single Calendar Month, then:

• The eleventh (11th) Qualified Referral and each subsequent Qualified Referral within that same Calendar Month shall qualify for an increased commission rate of thirty percent (30%) of Net Subscription Revenue

For clarity:

• Referrals one (1) through ten (10) within the same Calendar Month shall remain at the base rate of twenty percent (20%)
• The increased rate shall apply only to qualifying referrals beyond the threshold and shall not be applied retroactively

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3.2.3 High-Performance Tier (21+ Referrals)

If Affiliate generates twenty (20) or more Qualified SaaS Subscription Referrals within a single Calendar Month, then:

• The twenty-first (21st) Qualified Referral and each subsequent referral within that Calendar Month shall qualify for either:

(a) A commission rate of thirty-five percent (35%) of Net Subscription Revenue, or
(b) A custom revenue share arrangement as determined by AssignX in its sole discretion

AssignX reserves the right to:

• Determine eligibility for custom revenue share
• Modify or withdraw such arrangements at any time

3.2.4 Monthly Reset of Performance Tiers

All referral counts used for performance tier qualification:

• Shall reset to zero at the beginning of each new Calendar Month
• Shall not carry over, accumulate, or aggregate across months

3.2.5 Limitations and Exclusions

Affiliate shall not be entitled to commissions for:

• Self-referrals (including use of Affiliate’s own link for personal purchases)
• Transactions deemed fraudulent, suspicious, or abusive
• Accounts that do not remain in Good Standing
• Any referral not properly attributed under Section 4

3.3 Agency Partner Enrollment Commissions

3.3.1 Enrollment Fee Commission

Affiliate shall be entitled to receive a one-time commission equal to twenty percent (20%) of the Net Enrollment Fee paid by a Qualified Agency Partner Referral.

“Net Enrollment Fee” shall mean the amount actually received by AssignX after deductions for:

• Taxes
• Discounts
• Refunds
• Payment processing costs

3.3.2 Recurring Subscription Commission

In addition to the enrollment fee commission, Affiliate shall be entitled to receive a recurring commission equal to twenty percent (20%) of Net Subscription Revenue generated by the referred Agency Partner.

Such recurring commission shall:

• Apply for a period of twelve (12) months from the date of subscription activation
• Be subject to all conditions, clawbacks, and limitations set forth in this Agreement

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3.3.3 Performance-Based Tier (11+ Enrollments)

If Affiliate generates eleven (11) or more Qualified Agency Partner Enrollments within a Calendar Month, then:

• The eleventh (11th) enrollment and each subsequent enrollment within that Calendar Month shall qualify for:

(a) Thirty percent (30%) commission on Net Enrollment Fee, and
(b) Thirty percent (30%) recurring commission on Net Subscription Revenue (12 months)

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3.3.4 High-Performance Tier (21+ Enrollments)

If Affiliate generates twenty (20) or more Qualified Agency Partner Enrollments within a Calendar Month, then:

• The twenty-first (21st) enrollment and beyond shall qualify for:

(a) Thirty-five percent (35%) commission, or
(b) A custom revenue share arrangement, at AssignX’s sole discretion

3.3.5 Monthly Reset

Agency Partner referral counts:

• Reset at the beginning of each Calendar Month
• Are calculated independently of SaaS referral counts

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4. ATTRIBUTION AND TRACKING

4.1 Attribution Mechanisms

AssignX may determine attribution through one or more of the following mechanisms:

• Affiliate Link tracking
• Cookie-based tracking (with a standard duration of 30 to 60 days)
• CRM-based attribution and lead source tracking
• Manual attribution based on documented evidence of referral influence

4.2 Multi-Touch Attribution Framework

Affiliate acknowledges that customer journeys may involve multiple touchpoints, including but not limited to:

• Organic content
• Paid advertising
• Workshops or webinars
• Direct sales outreach
• Internal AssignX marketing

In such cases, AssignX reserves the right to attribute commission to the source it determines, in its sole discretion, to be the primary or most influential contributor to the conversion.

4.3 Attribution Disputes

• AssignX shall have final authority over all attribution decisions
• Affiliate agrees that AssignX’s internal data systems shall be the controlling source of truth
• No commission shall be owed where attribution cannot be reasonably verified

5. SALES-ASSISTED CONVERSIONS

AssignX may engage in sales-assisted conversion processes, including but not limited to:

• Strategy calls
• Product demonstrations
• Closing calls
• Follow-up sequences conducted by AssignX personnel

Where a lead originated from Affiliate and is properly attributed:

• Affiliate shall remain eligible for commission regardless of whether the sale is completed by AssignX or Affiliate

6. COMMISSION ELIGIBILITY AND CONDITIONS

A referral shall be deemed a Qualified Referral only if all of the following conditions are satisfied:

1. The customer is a new customer not previously registered in AssignX systems
2. Payment is successfully processed and received by AssignX
3. The account remains in Good Standing for a minimum of forty-five (45) days
4. The referral does not involve fraud, abuse, or violation of this Agreement

6.1 Clawbacks, Reversals, and Withholding

AssignX reserves the right to:

• Withhold, reverse, or deduct commissions from future payouts in cases including:
  
  • Refunds or cancellations
  • Chargebacks or payment disputes
  • Fraudulent or suspicious activity
  • Abuse of promotions, discounts, or free trials
  • Early churn within the qualification period
  • Violations of this Agreement

7. PAYMENTS

7.1 Payment Terms

• Commissions shall be calculated monthly and paid in arrears
• Minimum payout threshold: $50 USD

7.2 Payment Conditions

Affiliate must:

• Maintain accurate tax documentation
• Maintain a valid payout account
• Comply with all payment processor requirements

AssignX shall not be responsible for:

• Delays caused by incorrect information
• Failed payments due to Affiliate error

8. AFFILIATE OBLIGATIONS

Affiliate agrees to:

• Comply with all applicable laws and regulations
• Provide truthful and non-misleading representations
• Clearly disclose affiliate relationships in accordance with FTC guidelines

8.1 Prohibited Conduct

Affiliate shall not:

• Make income guarantees or misleading claims
• Misrepresent AssignX capabilities
• Engage in spam, robocalls, or unlawful outreach
• Use deceptive marketing practices
• Impersonate AssignX or its representatives 

9. INTELLECTUAL PROPERTY

9.1 Ownership of AssignX Property

AssignX retains all right, title, and interest, including all intellectual property rights, in and to:

• The AssignX platform, software, and infrastructure
• All AI systems, models, prompts, workflows, and logic structures
• APIs, integrations, databases, and backend systems
• User interfaces, dashboards, and system architecture
• All trademarks, logos, branding, and design elements
• Documentation, training materials, and internal resources

Nothing in this Agreement shall be construed as transferring any ownership rights to Affiliate.

9.2 Limited License to Affiliate

Subject to compliance with this Agreement, AssignX grants Affiliate a:

• Limited
• Non-exclusive
• Non-transferable
• Revocable

license to use AssignX-approved branding and marketing materials solely for the purpose of participating in the Program.

This license:

• May be revoked at any time
• Terminates automatically upon termination of this Agreement

9.3 Restrictions on Use

Affiliate shall not, directly or indirectly:

• Modify, alter, or create derivative works of AssignX intellectual property
• Reverse engineer, decompile, disassemble, or attempt to extract source code
• Replicate, copy, or rebuild AssignX systems, workflows, or automation structures
• Use AssignX intellectual property to create or support a competing product or service
• Remove or alter any proprietary notices

9.4 Feedback and Improvements

Any suggestions, feedback, or ideas provided by Affiliate regarding AssignX products or services:

• Shall be deemed non-confidential
• May be used freely by AssignX without restriction or compensation
• Shall become the sole property of AssignX

9.5 Affiliate Content License

Affiliate grants AssignX a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, adapt, publish, distribute, and display any content created or shared by Affiliate in connection with the Program, including but not limited to:

• Marketing materials and advertisements
• Funnels, landing pages, and campaigns
• Sales scripts and messaging frameworks
• Recorded calls, demos, or communications
• Creative assets and promotional content

This license includes the right to use such content for:

• Marketing and promotional purposes
• Case studies and testimonials
• Product development and optimization
• Training and improving AI systems, models, and automation processes

This license shall survive termination of this Agreement.

10. CONFIDENTIALITY

10.1 Definition of Confidential Information

“Confidential Information” means any non-public, proprietary, or sensitive information disclosed by AssignX, including:

• AI models, prompts, workflows, and automation logic
• Sales scripts, funnels, and conversion strategies
• Customer data, lead data, and communication records
• Pricing structures, commissions, and business strategies
• Internal tools, APIs, integrations, and systems
• Technical architecture and product roadmaps

10.2 Obligations of Confidentiality

Affiliate agrees to:

• Use Confidential Information solely for participation in the Program
• Not disclose or share such information with any third party without prior written consent
• Protect Confidential Information using reasonable security measures
• Limit access to individuals with a legitimate need to know

10.3 Prohibited Uses

Affiliate shall not:

• Use Confidential Information to develop or support a competing business
• Share internal AssignX processes, systems, or strategies publicly
• Exploit customer or lead data for unauthorized purposes
• Attempt to replicate AssignX systems

10.4 Compelled Disclosure

If legally required to disclose Confidential Information:

• Affiliate must provide prompt notice to AssignX (if legally permitted)
• Affiliate must cooperate in seeking protective measures

10.5 Duration

Confidentiality obligations shall survive termination indefinitely.

11. DATA PROTECTION AND PRIVACY

11.1 Compliance

Affiliate agrees to comply with all applicable data protection and privacy laws, including but not limited to:

• GDPR (if applicable)
• CCPA/CPRA
• Any applicable local data regulations

11.2 Data Usage Restrictions

Affiliate shall not:

• Store, reuse, or resell AssignX customer data
• Export data outside of permitted systems
• Use data for purposes unrelated to the Program

11.3 Security

Affiliate must implement reasonable administrative, technical, and physical safeguards to protect data.

12. AGENCY PARTNER MODEL

Affiliate acknowledges that:

• Agency Partners may resell AssignX services
• Agency Partners may set their own pricing and service structure

However:

• AssignX retains full ownership of platform, infrastructure, and technology
• Affiliate may not replicate AssignX systems or offer competing infrastructure

13. PROGRAM MANAGEMENT AND MODIFICATIONS

AssignX reserves the right to:

• Modify commission structures
• Adjust tiers or incentives
• Offer custom agreements
• Suspend or terminate Affiliate participation

Changes become effective upon notice. Continued participation constitutes acceptance.

14. TERMINATION

14.1 Termination Without Cause

Either party may terminate this Agreement with thirty (30) days written notice.

14.2 Termination for Cause

AssignX may terminate immediately if Affiliate:

• Violates this Agreement
• Engages in fraud or misconduct
• Damages AssignX brand or reputation

14.3 Effect of Termination

Upon termination:

• Affiliate must cease all use of AssignX branding and materials
• All licenses granted under this Agreement terminate immediately
• Unpaid commissions may be forfeited if termination is for cause

15. INDEMNIFICATION

Affiliate agrees to indemnify, defend, and hold harmless AssignX from any claims, damages, liabilities, costs, and expenses arising from:

• Affiliate’s marketing activities
• Violations of applicable laws
• Breach of this Agreement
• Misuse of AssignX systems or data

16. LIMITATION OF LIABILITY

To the maximum extent permitted by law:

• AssignX shall not be liable for indirect, incidental, or consequential damages
• Total liability shall not exceed the amount of commissions paid to Affiliate in the preceding month

17. DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of California.

All disputes shall be resolved by binding arbitration in:

Santa Clara County, California

• Administered by AAA
• Single arbitrator
• No class actions permitted

AssignX may seek injunctive relief for IP or confidentiality violations.

18. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including:

• Natural disasters
• War or civil unrest
• Pandemics
• Infrastructure or service outages

If such event continues for more than thirty (30) days, either party may terminate this Agreement.

19. GENERAL TERMS

19.1 Independent Contractor Relationship

The relationship between AssignX and Affiliate is that of independent contractors.

Nothing in this Agreement shall be deemed to create any partnership, joint venture, franchise, agency, fiduciary, or employment relationship between the parties.

Affiliate shall have no authority to:

• Bind AssignX to any agreement, contract, or obligation
• Make representations, warranties, or guarantees on behalf of AssignX
• Act as an agent or legal representative of AssignX

Affiliate is solely responsible for:

• Its own business operations
• Its personnel, contractors, and subcontractors
• All taxes, withholdings, and reporting obligations

19.2 Non-Exclusivity

This Agreement is non-exclusive.

Affiliate is free to:

• Promote competing products or services
• Participate in other affiliate or partner programs

AssignX is free to:

• Engage with other affiliates, partners, or resellers
• Operate its own marketing and sales channels
• Compete directly or indirectly with Affiliate

Nothing in this Agreement shall be construed to restrict either party’s business activities.

19.3 Assignment and Transfer

Affiliate may not assign, transfer, delegate, or sublicense this Agreement, in whole or in part, without the prior written consent of AssignX.

Any attempted assignment in violation of this provision shall be null and void.

AssignX may assign or transfer this Agreement freely, including in connection with:

• A merger, acquisition, or consolidation
• Sale of assets
• Corporate restructuring

This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

19.4 Entire Agreement

This Agreement, together with any documents incorporated by reference (including Terms of Service, Privacy Policy, and Affiliate Program Policies), constitutes the entire agreement between the parties with respect to the subject matter herein.

It supersedes all prior or contemporaneous:

• Agreements
• Negotiations
• Representations
• Understandings

whether written or oral.

Affiliate acknowledges that it has not relied on any representations not expressly set forth in this Agreement.

19.5 Amendments and Modifications

AssignX reserves the right to modify, amend, or update this Agreement at any time in its sole discretion.

• Material changes will be communicated via email, dashboard notification, or other reasonable means
• Changes become effective upon the date specified in the notice

Affiliate’s continued participation in the Program after such changes constitutes acceptance of the updated Agreement.

If Affiliate does not agree to the changes, its sole remedy is to terminate participation in the Program.

19.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction:

• Such provision shall be modified to the minimum extent necessary to make it enforceable, or
• If modification is not possible, it shall be deemed severed

The remaining provisions shall continue in full force and effect.

19.7 Waiver

No failure or delay by AssignX in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right.

Any waiver must be:

• In writing
• Signed by an authorized representative of AssignX

A waiver of any provision shall not constitute a waiver of any subsequent breach.

19.8 Survival

The following provisions shall survive termination or expiration of this Agreement:

• Commission adjustments, clawbacks, and payment obligations
• Intellectual Property rights and restrictions
• Confidentiality obligations
• Data protection obligations
• Indemnification
• Limitation of liability
• Dispute resolution
• Any provisions that by their nature are intended to survive

19.9 Notices

All notices under this Agreement shall be provided in writing.

• Notices to AssignX shall be sent to a designated legal or support email address
• Notices to Affiliate shall be sent to the email address associated with the Affiliate’s account

Notice shall be deemed given:

• Upon confirmed delivery, or
• If sent electronically, upon successful transmission

Affiliate is responsible for maintaining accurate and current contact information.

19.10 Electronic Execution and Acceptance

This Agreement may be executed and accepted electronically.

Affiliate agrees that:

• Electronic acceptance (including clicking “Agree” or similar action) constitutes a legally binding signature
• Electronic records shall be admissible as evidence

19.11 Language

This Agreement is written in the English language.

Any translations provided are for convenience only and shall not have legal effect.

In the event of any conflict, the English version shall control.

19.12 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of AssignX and Affiliate.

Nothing in this Agreement shall create or confer any rights or remedies upon any third party.

19.13 Compliance with Laws; Export Controls

Affiliate represents and warrants that:

• It is not located in, organized under the laws of, or subject to sanctions in any restricted jurisdiction
• It is not listed on any government sanctions or prohibited party list

Affiliate agrees to comply with all applicable:

• Export control laws
• Economic sanctions laws
• Anti-bribery and anti-corruption laws

19.14 Headings and Interpretation

Section headings are provided for convenience only and shall not affect the interpretation of this Agreement.

Words such as “including” shall be interpreted as “including without limitation.”

19.15 Force of Agreement

This Agreement shall be binding upon:

• The Affiliate as an individual or legal entity
• Any business, brand, or organization through which the Affiliate operates

Affiliate acknowledges that it has had the opportunity to:

• Review this Agreement
• Seek independent legal counsel

and enters into this Agreement voluntarily.

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