Affiliate agreement

1.1. Application Accuracy and Acceptance You agree to provide complete, accurate, and current information when applying to Susanoo's Affiliate Program (the "Program"). You represent and warrant that all information submitted is truthful and not misleading. Susanoo retains sole and absolute discretion to accept, reject, or terminate any applicant or participant at any time, with or without cause or prior notice. Eligibility criteria may be modified at any time without obligation to notify applicants or affiliates. Acceptance into the Program at one point in time does not guarantee continued participation.

1.2. Program Messages Susanoo will send Program messages (such as approvals, statements, rule changes, and notices) by email to the address you provide in your application.

2.1. General Compliance You represent, warrant, and agree that your participation in the Program shall comply at all times with the rules, obligations, and legal standards outlined in this Agreement (collectively, the "Rules"). Any violation, as determined in Susanoo's sole discretion, constitutes a material breach of this Agreement and may result in immediate termination from the Program, with or without notice. Susanoo may also suspend or permanently forfeit any unpaid or pending commissions and pursue any applicable legal or equitable remedies.

2.2. Definition of Rules The "Rules" include, without limitation:

(a) Code of Conduct (Exhibit A):

You must adhere to the standards of ethical behavior, brand integrity, and affiliate responsibility outlined in Susanoo's official Affiliate Code of Conduct.

(b) Compliance with Laws and Terms:

You are required to comply with all applicable laws, regulations, and third-party platform rules, including but not limited to:

i. Governing Documents: These Terms and any additional agreements incorporated by reference;

ii. Local and Global Legal Obligations: All local, provincial, state, federal, and international laws, regulations, statutes, and guidelines, including, in the United States, the FTC Endorsement Guides on testimonials and endorsements in advertising (as amended), and, in Canada, the Competition Bureau guidance on testimonials and endorsements and any other applicable advertising standards;

iii. Third-Party Policies: The terms of service, community standards, advertising rules, and usage guidelines of any platforms where you promote Susanoo's offerings (for example, social media sites, paid ad networks, forums, and similar).

(c) Disclosure Requirements (Exhibit B):

You must clearly and conspicuously disclose your affiliate relationship with Susanoo in all promotional materials, as outlined in the Susanoo Disclosure Requirements.

2.3. Audit Rights and Enforcement Susanoo reserves the right to audit, monitor, or review any content, communication, channel, or campaign associated with your participation in the Program. If a violation is identified, Susanoo may suspend, reverse, or permanently revoke any commission payments, whether or not such commissions were earned before the violation was discovered.

3.1. Affiliate Link and Tracking Upon approval into the Program, you will receive a unique Referral Form Link and an Affiliate ID. Your Affiliate ID is embedded within your custom URL ("Affiliate Link") and must be used in all promotion. Commissions ("Commissions") are earned on qualified sales ("Sales") attributed to your Affiliate Link.

3.2. Conditions for a Qualifying Sale A Sale is considered valid if:

• A new customer ("Prospect") purchases a Susanoo plan (all Susanoo plans, including Enterprise plans, are eligible for Commission);
• The purchase occurs directly after clicking your Affiliate Link via an approved channel;
• Your Affiliate Link was the most recent referral clicked within 90 days before the purchase.

Susanoo alone will determine whether a Sale qualifies for Commission. Self-referrals, add-on services, and unauthorized methods are ineligible.

3.3. When Commissions Are Earned A Commission is only earned and payable when both of the following conditions are met:

1. Affiliate Requirements:

• You have an active account with a Susanoo-approved payment provider.
• You have submitted complete and accurate payment and tax details.

2. Qualified Client Requirement:

• The referred customer has become a qualified client, which occurs upon Susanoo's receipt of the customer's second subscription payment. This mirrors how Susanoo qualifies clients for its account executive commissions.
• The customer account is active and in good standing, with no cancellations, chargebacks, or refund requests, at the time of qualification and at each subsequent payout.

Once a referred customer is a qualified client, the Affiliate earns Commission on that customer's monthly recurring revenue for each subsequent month the subscription remains active and in good standing, subject to the 12-month maximum and the other terms described in Sections 3.4 and 3.7.

3.4. Recurring Commission Duration Affiliates earn monthly Commissions for up to a maximum of twelve (12) months per referred customer, and only for as long as that customer remains an active, subscribed customer in good standing. A Commission is paid for each month within that 12-month window that the customer's subscription is active.

If the customer cancels, pauses, or stops paying for their Susanoo subscription within the 12-month window, Commission payments will end immediately, and no further Commissions will accrue for that customer.

Susanoo will not issue retroactive payments for canceled or paused subscriptions.

3.5. Commission Attribution If multiple Affiliates have active cookies for the same Prospect, the most recent valid cookie will generally receive credit. However, Susanoo reserves the right to override attribution in cases of:

• Attempted re-affiliation within 90 days of cancellation;
• Suspected self-referral or manipulation;
• Any conflict requiring resolution at Susanoo's discretion.

3.6. Prohibited Practices Affiliates are strictly prohibited from:

• Encouraging existing Susanoo users to cancel and re-subscribe to change affiliate attribution.
• Attempting to reclassify unaffiliated users through inducement or misleading tactics.

Any such violation is considered a material breach and may result in program termination and forfeiture of all Commissions.

3.7. Commission Rates and Payout Terms  

• Standard Commission Rate: 10% of the referred customer's net monthly recurring revenue (MRR) on all Susanoo plans, including Enterprise plans. The Commission is calculated on the actual recurring amount the customer pays each month, so if that amount increases through upgrades, upsells, additional recurring services, or price changes, the Commission increases proportionally. The Commission is not fixed to the price at signup.
• No Earnings Cap: There is no cap or maximum on the total Commissions an Affiliate may earn, across any number of referred customers or any level of customer spend.
• Excluded Charges and Services: One-time or non-recurring charges (for example, setup fees and one-off project fees), and add-on services not billed as recurring subscription revenue, are not eligible for Commission unless explicitly authorized in writing.

Payout Schedule:

• Issued 60 days after Susanoo receives the qualifying payment.
• Processed in CAD or other supported currency.
• May be subject to conversion or processor fees.

If payout dates fall on weekends or holidays, processing may be delayed to the next business day.

3.8. Documentation and Tax Requirements Affiliates must submit all Required Documents (for example, tax forms) before Commissions can be released. Commissions earned 120 or more days prior to document submission may be forfeited.

You are solely responsible for complying with local tax laws, filings, and obligations.

3.9. Fraud, Refunds, and Chargebacks Susanoo reserves the right to withhold or reclaim Commissions in the event of:

• Suspected fraud, manipulation, or violation of the Agreement;
• Refunds or chargebacks after payout;
• Incomplete or inaccurate Affiliate information.

In such cases, Susanoo may offset amounts owed against future payouts or request repayment.

3.10. Regulatory and Sanctions Compliance No Commission will be paid on Sales to customers in Sanctioned Countries or to Sanctioned Persons (as defined under applicable Canadian sanctions law, including the Special Economic Measures Act and the United Nations Act, or under applicable United States law, including regulations administered by the Office of Foreign Assets Control (OFAC)).

You are solely responsible for ensuring your prospects are compliant with global sanctions laws.

4.1. Ownership and License of Susanoo Materials Susanoo may provide you with intellectual property assets, branding elements, or promotional content (collectively, the "Susanoo Materials") for use solely within the scope of the Affiliate Program.

You acknowledge that Susanoo retains full and exclusive ownership of all Susanoo Materials, including copyrights, trademarks, branding, goodwill, and proprietary content. Nothing in this Agreement grants you ownership or interest beyond the limited, revocable license detailed herein.

You are granted a non-exclusive, non-transferable, royalty-free license to use the Susanoo Materials strictly for authorized affiliate activities. This usage must:

• Follow all applicable Brand Style Guidelines and usage instructions;
• Accurately represent Susanoo's offerings and messaging;
• Include appropriate trademark notices (registered trademark or trademark symbols) as instructed;
• Avoid any third-party sublicensing, assignment, or sharing.

All usage is subject to review and may be revoked at Susanoo's discretion. Unauthorized use will be treated as a material breach and may result in immediate removal from the Program.

4.2. Susanoo Intellectual Property All rights in and to the Susanoo platform, software, services, trademarks, branding, and related content (collectively, the "Susanoo IP") are the exclusive property of Susanoo Inc., subject to the rights of Susanoo's licensors and technology providers. As between you and Susanoo, the Susanoo IP belongs to Susanoo.

You may not use, register, or incorporate Susanoo's name, trademarks, or branding in your legal entity name, business name, or domain without prior written consent. Any goodwill generated through your use of Susanoo IP will inure solely to Susanoo.

You agree to notify Susanoo of any known or suspected infringement, and to support enforcement efforts if requested.

4.3. Affiliate Media Contributions Affiliate grants Susanoo a perpetual, non-exclusive, royalty-free, worldwide license to use any promotional content, testimonials, or media that you publish in connection with Susanoo or the Program. This includes the right to:

• Market or promote Susanoo's services;
• Highlight affiliate success, creativity, or testimonials;
• Use content across any format or channel.

You warrant that all such content is original to you, or that you hold sufficient rights to license it. You further agree it does not infringe on any third-party intellectual property or contractual rights.

4.4. Events, Appearances, and Publicity If you voluntarily participate in events, workshops, interviews, strategy calls, or promotional activities with Susanoo (collectively, "Activities") and provide content featuring your name, voice, image, or likeness (collectively, "Likeness"), you grant Susanoo a non-exclusive, royalty-free license to use that Likeness to promote the Program and Susanoo's services across media and channels.

You may withdraw this permission for future uses at any time by written notice to Susanoo, in which case Susanoo will stop making new uses of your Likeness within a reasonable period, although Susanoo is not required to recall or remove materials already published or distributed. You represent that you have the rights necessary to grant this license and that no third-party consent is required.

Nothing in this Section waives any non-waivable moral, personality, or privacy rights you may have under applicable law, including in Quebec, and nothing in this Section releases Susanoo from claims for defamation or for uses that materially misrepresent you.

5.1. Term This Agreement becomes effective on the earlier of:

(i) your acceptance of its terms (via clickwrap, email, or similar acknowledgment); or

(ii) your execution of the Agreement (electronically or physically).

It will remain in force until terminated in accordance with this Section.

5.2. Termination by Either Party Either party may terminate this Agreement for any reason, with or without cause, by providing thirty (30) days' written notice to the other party. Unless otherwise agreed in writing, termination will take effect upon expiration of this notice period.

5.3. Immediate Termination by Susanoo Susanoo reserves the right to immediately suspend or terminate your participation in the Program, with or without prior notice, if, in its sole discretion, it determines that you have committed a Default or Breach, including but not limited to:

(i) A violation or attempted violation of any provision of this Agreement;

(ii) Violation of any applicable law, regulation, or third-party platform policy;

(iii) Engaging in fraudulent, deceptive, abusive, or unethical conduct in connection with your affiliate activity.

In such cases, all unpaid, pending, or future Commissions will be permanently forfeited, and Susanoo shall have no further financial obligation to you. This is in addition to any other legal or equitable remedies available to Susanoo.

5.4. Post-Termination Obligations Upon termination of this Agreement for any reason:

• All licenses, rights, and permissions granted to you will automatically expire;
• You must immediately cease all use of Susanoo's intellectual property, affiliate tools, materials, and branding;
• Any outstanding obligations under this Agreement will survive as appropriate.

5.5. Survival The following provisions shall survive termination of this Agreement:

Disclaimers, Indemnities, Limitations of Liability, Class Action Waiver, Payment Disputes, Ownership Rights, and all Representations and Warranties made by you.

In addition to all other representations and warranties set forth in this Agreement, you further represent and warrant that:

• There are no current or pending investigations, inquiries, enforcement actions, or prosecutions involving you by the Competition Bureau of Canada, the United States Federal Trade Commission (FTC), any Canadian, U.S., or international governmental agency, or any industry regulatory body;
• There are no active or prior lawsuits against you alleging intentional misconduct, tortious conduct, deceptive advertising, or violations of consumer protection laws in any jurisdiction worldwide.

You agree that if you become the subject of any such investigation, inquiry, prosecution, or legal proceeding at any time during your participation in the Program, you will notify Susanoo within twenty-four (24) hours of becoming aware of it.

Susanoo reserves the right, in its sole and absolute discretion, to immediately terminate your participation in the Program or this Agreement, or both, based on the existence or initiation of such investigation or proceeding, regardless of outcome.

This Agreement constitutes the entire and exclusive agreement between you and Susanoo regarding your participation in the Program, and it supersedes all prior and contemporaneous agreements, communications, proposals, or understandings, whether oral or written, relating to the same subject matter.

If you have entered into a separately executed written agreement with Susanoo that specifically governs your participation in the Program, the terms of that agreement shall control in the event of any direct conflict with this Agreement.

No amendment or modification to this Agreement shall be valid unless it is in writing and signed by an authorized representative of Susanoo.

You acknowledge and agree that your participation in the Program is as an independent contractor of Susanoo. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Susanoo. You shall not hold yourself out as having any authority to bind Susanoo or to make commitments on its behalf.

You are solely responsible for all acts and omissions arising from your participation in the Program, including those of any personnel, agents, contractors, or third parties acting on your behalf. You shall be fully responsible for all applicable taxes, withholdings, insurance, permits, and legal obligations related to any compensation earned under this Agreement.

The compensation described in this Agreement constitutes your sole and exclusive remuneration in connection with the Program. You understand and agree that you are not eligible for any benefits provided to Susanoo employees, nor shall anything in this Agreement entitle you to participate in or receive any such benefits.

From time to time, Susanoo may offer optional guidance, resources, suggestions, or compliance-related materials (collectively, "Recommendations") for your general education and informational use. These Recommendations are not legal, tax, or regulatory advice, and you may not rely on them as such. You remain solely responsible for ensuring that your conduct, content, and promotional activities comply with all applicable laws, platform rules, and this Agreement. Susanoo expressly disclaims any liability arising from your use of or reliance on such Recommendations.

You acknowledge and agree that Susanoo makes no representations, warranties, or guarantees regarding your potential earnings, client acquisition, business growth, or sales performance resulting from participation in the Program.

Any examples, testimonials, or earnings disclosures provided by Susanoo, whether verbally, in writing, or via marketing materials, are illustrative only and do not constitute a promise, guarantee, or assurance of any particular outcome.

You further understand that:

• Susanoo will not provide you with sales leads, referrals, closed deals, or marketing execution services;
• Your participation in the Program is voluntary, self-directed, and based entirely on your own efforts, strategies, and market conditions;
• Your success, if any, is not guaranteed and is dependent on variables beyond Susanoo's control, including your skill, consistency, and external factors.

The Program is not, and shall not be construed as:

• A business opportunity, franchise, multi-level marketing program, "done-for-you" package, or territory-based license.

You are solely responsible for evaluating the risks and rewards of participating in the Program. You agree to release and hold Susanoo harmless from any liability, expectation, or claim relating to performance outcomes or financial results.

Except where prohibited by applicable law, in no event shall Susanoo Inc., including its officers, directors, shareholders, employees, independent contractors, agents, or telecommunications providers, be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages of any kind. This includes, without limitation, loss of profits, data, goodwill, business opportunities, or the cost of obtaining substitute services or products arising from or related to:

• This Agreement,
• The Program,
• Any Recommendations, or
• Your use or attempted use of the Services,

regardless of the legal theory (contract, tort, negligence, strict liability, warranty, or otherwise), even if Susanoo has been advised of the possibility of such damages.

To the maximum extent permitted by law, Susanoo's total cumulative liability to you for any and all claims arising out of or relating to this Agreement shall not exceed the greater of (a) five thousand Canadian dollars (CAD $5,000), or (b) the total commissions paid or payable to you under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

This limit does not apply to liability arising from Susanoo's gross negligence or wilful misconduct, or to Susanoo's obligation to pay commissions properly earned under this Agreement.

This limitation of liability shall constitute your sole and exclusive remedy, even if any other remedy fails of its essential purpose.

Nothing in this section shall limit Susanoo's right to pursue any and all remedies available at law or in equity in the event of a breach of this Agreement. Nothing in this section limits or excludes any liability that cannot be limited or excluded under applicable law, including any non-waivable rights you may have as a consumer under Canadian law.

This Agreement and all matters arising out of or related to it, including your participation in the Program, shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to any conflict of laws principles. You agree to submit to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, and expressly waive any objection to such jurisdiction or venue on the grounds of inconvenient forum or otherwise. If you are an affiliate located in the United States, this Agreement shall instead be governed by the laws of the State in which you reside and applicable United States federal law, and you submit to the state and federal courts located in that State.

This Agreement does not require arbitration. Before commencing any court proceeding, the parties agree to first attempt in good faith to resolve the dispute informally within thirty (30) days of written notice, and, if it remains unresolved, to submit it to non-binding mediation before a mutually agreed mediator in Toronto, Ontario (or, for United States affiliates, in the applicable State). Either party may still seek injunctive or other equitable relief from a court of competent jurisdiction at any time.

Any claim or cause of action arising out of or related to this Agreement must be brought within the limitation period prescribed by applicable law. Except where prohibited by law, the prevailing party shall be entitled to recover reasonable legal fees and costs.

CLASS ACTION WAIVER

To the extent permitted by applicable law, you agree that any claim shall be brought on an individual basis only, and not as a plaintiff or class member in any class, consolidated, or representative proceeding. This waiver is subject to the Canadian Consumer Carve-Out below.

Canadian Consumer Carve-Out: Nothing in this Section limits, waives, or removes any non-waivable rights you may have as a consumer under applicable Canadian law. A class-action or class-proceeding waiver may be unenforceable against consumers in certain Canadian provinces, including under Ontario's Consumer Protection Act, 2002 and the consumer protection legislation of Quebec. To the extent the class action waiver is unenforceable against you, it does not apply to you, and you retain all rights available under that law.

You agree to indemnify, defend, and hold harmless Susanoo Inc., including its officers, directors, employees, owners, affiliates, successors, assigns, and parent entities (collectively, the "Susanoo Parties"), from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable legal fees and investigation costs), arising directly or indirectly from:

• Your submission, use, or reliance upon any information or data supplied by you;
• Any actual or alleged breach, violation, or default of this Agreement;
• Your use, handling, or possession of any Susanoo IP or Susanoo Materials;
• Any negligence, gross negligence, or willful misconduct committed by you or anyone acting on your behalf;
• Your use, promotion, distribution, or alteration of Susanoo's Services, including but not limited to your Affiliate Links;
• Any content, materials, campaigns, advertisements, or representations created or shared by you in connection with the Program.

Susanoo reserves the right, at its sole discretion and at your expense, to assume the exclusive defense and control of any matter subject to indemnification under this Section. You agree to provide full cooperation in Susanoo's defense of any such claim and may not settle any matter without Susanoo's prior written consent.

If any provision of this Agreement is found to be invalid, unlawful, or unenforceable under any applicable law, rule, or regulation, such provision shall be deemed modified to the extent necessary to render it valid and enforceable, while preserving its original intent as closely as possible.

If such modification is not possible, the affected provision shall be deemed severed from the Agreement, and the remaining provisions shall remain in full force and effect.

The parties acknowledge and agree that any actual or threatened breach of this Agreement by Affiliate may cause irreparable harm to Susanoo, for which monetary damages would be an inadequate remedy.

Accordingly, and in addition to any other legal or equitable remedies available, Susanoo shall be entitled to seek and obtain immediate injunctive or other equitable relief, including temporary and permanent injunctions, without the requirement to post bond or prove actual damages, in order to prevent or restrain any such breach or threatened breach by the Affiliate or any party acting on its behalf.

Affiliate agrees to promptly notify Susanoo of any complaint, inquiry, or legal threat received in connection with any marketing, promotional content, or activities conducted under this Agreement. Such notice must be provided within twenty-four (24) hours of receipt of the complaint.

All complaints must be reported to Susanoo's designated support team. For guidance on how to submit such notice, please contact: info@susanoo.ai.

Failure to notify Susanoo in a timely manner may be deemed a material breach of this Agreement and may result in suspension or termination from the Program.

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by a Force Majeure Event, provided that the affected party promptly notifies the other party in writing and uses commercially reasonable efforts to mitigate the impact of such event.

For purposes of this Agreement, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party, whether or not foreseeable, including but not limited to: acts of God; natural disasters (including earthquakes, fires, floods, hurricanes, or other extreme weather events); war; civil disturbance; terrorism (domestic or international); embargoes; labor disputes or strikes; government restrictions, orders, laws, or regulations; pandemics, epidemics, or other public health emergencies (including resulting quarantines or shutdowns); supply chain failures; utility or communication outages; and the failure of third-party providers, networks, or infrastructure.

The affected party must notify the other party as soon as reasonably practicable, specifying the nature of the Force Majeure Event, its anticipated impact on performance, and the expected duration of the delay. Suspension of performance shall be limited to the period during which the Force Majeure Event continues, and both parties agree to resume performance as soon as reasonably possible once the Force Majeure Event concludes.

For purposes of this Agreement, "Confidential Information" means any non-public, proprietary, technical, financial, or business information disclosed by Susanoo to Affiliate in connection with the Program, whether disclosed orally, visually, electronically, or in writing, including, without limitation: internal strategies, operational data, compensation terms, proprietary tools, client and lead data, Susanoo brand guidelines, or any Personal Information as defined herein.

Affiliate agrees to maintain the strict confidentiality of all Confidential Information and shall not, without the prior written consent of Susanoo, use such information for any purpose other than performing Affiliate's obligations under this Agreement, nor disclose such information to any third party, except as strictly required by law.

The obligations under this Section shall not apply to information that:

(a) becomes publicly known through no breach of this Agreement;

(b) was lawfully known to Affiliate, without restriction, prior to disclosure by Susanoo;

(c) is disclosed to Affiliate by a third party lawfully entitled to make such disclosure without confidentiality obligations; or

(d) is independently developed by Affiliate without use of or reference to Susanoo's Confidential Information.

If Affiliate is required by law, regulation, subpoena, or court order to disclose Confidential Information, Affiliate shall, to the extent permitted by law, promptly notify Susanoo in writing to allow Susanoo an opportunity to seek a protective order or other appropriate remedy. Any such compelled disclosure shall be limited strictly to the portion of information legally required to be disclosed.

Personal Information Handling

For purposes of this Agreement, "Personal Information" means any data or information that identifies, relates to, or could reasonably be used to identify an individual, including but not limited to names, email addresses, phone numbers, or contact data of any Customer, Prospect, or third party associated with Susanoo.

Affiliate expressly agrees to:

• Treat all Personal Information in accordance with all applicable privacy, consumer protection, and data security laws, regulations, and industry standards, including, in Canada, the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation, and, in the United States, applicable federal and state privacy laws;
• Maintain and comply with a publicly accessible privacy policy if Affiliate collects, stores, or processes Personal Information;
• Use Personal Information solely for the purposes authorized under this Agreement;
• Implement commercially reasonable safeguards to prevent unauthorized access, use, disclosure, or loss of Personal Information;
• Refrain from selling, renting, licensing, transferring, or disclosing any Personal Information or Confidential Information to third parties without the prior express written consent of Susanoo, regardless of whether such parties are bound by confidentiality agreements.

Any breach of this Section, whether negligent or intentional, may result in immediate termination of this Agreement and may subject the Affiliate to legal action, including injunctive relief and damages. These confidentiality and privacy obligations shall survive the termination or expiration of this Agreement indefinitely.

Susanoo shall not be held liable or responsible, directly or indirectly, for the availability, content, accuracy, functionality, policies, or performance of any third-party websites, platforms, tools, applications, vendors, or services that you may access, link to, or utilize in connection with your participation in the Program. This includes, but is not limited to, third-party payment processors, advertising networks, analytics platforms, hosting providers, or communication software.

You acknowledge and agree that:

• Your use of any third-party services is entirely at your own risk;
• Any such use shall be governed exclusively by the terms, conditions, and policies imposed by those third parties;
• Susanoo does not endorse, warrant, or assume any responsibility for the functionality, reliability, security, or legality of third-party services.

Susanoo expressly disclaims any and all liability arising from or related to your use of third-party services, including any loss, damage, delay, dispute, data breach, or operational failure resulting from such use.

It is your sole and exclusive responsibility to ensure that your use of any third-party tools, links, or integrations:

• Complies with all applicable laws, platform policies, and industry regulations;
• Does not conflict with the terms of this Agreement;
• Does not create additional liability or risk to Susanoo or its affiliates.

Should your use of any third-party service result in a breach of this Agreement or any harm to Susanoo's systems, reputation, or operations, you shall be solely liable for all resulting damages, claims, or enforcement actions.

As a condition of participation in the Susanoo Affiliate Program, Affiliate agrees to uphold the highest standards of ethics, transparency, and compliance, as outlined below. These obligations are in addition to all other requirements under this Agreement.

1. Compliance with Policies and Directives Affiliate shall fully comply with all Susanoo policies, brand guidelines, and any specific instructions or directives provided by Susanoo from time to time. This includes, without limitation, the immediate removal of any content, statements, marketing collateral, or other materials that Susanoo, in its sole discretion, deems inaccurate, misleading, misaligned, or otherwise objectionable.

2. Truthful Endorsements All representations and statements made by Affiliate regarding Susanoo or its products and services must reflect Affiliate's genuine, current, and honest opinions. If Affiliate no longer maintains a positive or truthful endorsement of Susanoo or its offerings, Affiliate must notify Susanoo promptly. Susanoo reserves the right to terminate the Agreement if continued promotion would constitute a misrepresentation.

3. Accuracy and Substantiation Affiliate shall ensure that all materials and public statements:

• Are accurate, truthful, and not misleading;
• Reflect results that are typical and generally expected by consumers;
• Are substantiated by evidence where claims about performance, benefits, or outcomes are made.

4. Prohibited Claims Affiliate shall not, under any circumstances:

• Represent Susanoo or its services as a business opportunity, franchise, "business-in-a-box," or assisted marketing plan;
• State or imply that use of Susanoo services or participation in the Affiliate Program guarantees income, financial success, or business growth;
• Make deceptive, false, or unverified claims;
• Use hypothetical or anecdotal success stories as representative of typical results unless clearly disclosed.

5. Corrections and Clarifications Affiliate agrees to promptly update or remove any claims, endorsements, or statements that become inaccurate or outdated, and to cooperate fully in correcting misstatements upon Susanoo's request.

6. Competitor References If Affiliate chooses to comment on Susanoo's competitors or their products:

• Such statements must be clearly made in a personal capacity, not on behalf of Susanoo;
• Comments must not be defamatory, misleading, unsubstantiated, or disparaging in nature.

7. Prohibited Conduct Affiliate must not engage in any of the following:

• Defamation, libel, or slander targeting Susanoo, its employees, its Affiliates, or its customers;
• Harassing, threatening, abusive, unlawful, or discriminatory communications or behavior;
• Distribution of harmful, offensive, or malicious content in any format or on any platform.

8. Intellectual Property and Legal Compliance Affiliate shall not publish, distribute, or use any content protected by intellectual property laws, rights of publicity or privacy, or any other applicable law unless Affiliate:

• Owns or has lawful control of all rights necessary for such use; and
• Has obtained all required licenses or written consents from third parties whose intellectual property, image, likeness, voice, or proprietary materials are included.

This includes, without limitation:

• Photos, videos, or audio recordings featuring any individuals other than the Affiliate, unless written consent has been secured from each identifiable person;
• Music, soundtracks, or commercial assets not explicitly licensed for promotional and commercial use consistent with the terms of this Agreement.

9. Prohibited Software and Technical Exploits Affiliate may not introduce or distribute any files or technologies containing:

• Malicious code or digital threats, including but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, spyware, or data scraping bots;
• Any programming routines designed to harm, disrupt, intercept, or expropriate data, systems, or personal information.

Affiliate is expressly prohibited from using any software or method that:

• Attempts to redirect or hijack web traffic from any source or competitor;
• Facilitates "cookie stuffing," payment diversion, or fraudulent affiliate behavior via toolbars, extensions, plug-ins, or add-ons.

10. Affiliate Link Usage and Misrepresentation  

• Affiliate must use only their assigned Affiliate Link as provided by Susanoo without modification, manipulation, or masking.
• Sharing of Affiliate Links across multiple participants or third parties is strictly prohibited.
• Affiliate must not misrepresent themselves as Susanoo, a Susanoo employee, or an authorized representative of the brand.

11. Offensive, Harmful, or Inappropriate Content Affiliate is prohibited from promoting, publishing, or distributing content that:

• Incites or expresses hatred, racism, bigotry, ethnic slurs, violence, or discrimination;
• Depicts nudity, sexually explicit acts, pornography, vulgarity, or profanity;
• Promotes excessive alcohol consumption, illegal drug use, or abusive behavior;
• Misrepresents the origin or authorship of any content, including impersonation of individuals or organizations.

12. Advertising Content and Paid Campaign Restrictions Affiliate shall not incorporate into their promotional content any advertising or materials that:

• Promote or reference third-party offers unrelated to Susanoo (including, but not limited to, money-making schemes, discount programs, credit counseling services, or online survey platforms); or
• Advertise the Affiliate themselves in a manner that conflicts with Susanoo's brand, reputation, or Program objectives.

Affiliates may conduct paid advertising campaigns to promote Susanoo only if they remain fully compliant with all applicable Laws and Terms (as defined in Section 2) and the Susanoo brand guidelines. Susanoo reserves the right to audit or request removal of any such ads at its discretion.

13. SEO and Traffic Generation Practices Affiliate shall not:

• Engage in any deceptive, manipulative, or unlawful conduct with respect to search engine optimization (SEO), paid search, or digital traffic generation;
• Use cloaking, keyword stuffing, click fraud, or automated bots to generate visits, impressions, or leads;
• Attempt to mask or hide the source of referral traffic (for example, concealing the referring URL or using redirect scripts without disclosure).

14. Incentives and Promotions  

• Affiliate shall not offer monetary incentives, including but not limited to cash, digital currency, rewards points, or prizes, in exchange for clicks, sign-ups, purchases, or other prospect behavior.
• Affiliate may not run contests, sweepstakes, or promotional giveaways tied to Susanoo's Program without prior written approval from Susanoo. Any approved contest must fully comply with applicable laws, including local regulations governing promotions.

15. Prohibited Behaviors and Self-Referrals  

• Affiliate may not "self-refer," meaning no commissions shall be paid for any transaction initiated by the Affiliate using their own link or on behalf of another person acting as a proxy.
• Affiliate is strictly prohibited from engaging in deceptive, manipulative, or fraudulent behavior to obtain commissions, including but not limited to click farming, looped referrals, identity spoofing, or collusion with prospects or other affiliates.
• Any behavior deemed, in Susanoo's sole discretion, to be abusive or outside the spirit of the Program shall be grounds for immediate suspension or termination and permanent forfeiture of commissions.

16. Impersonation and Brand Misrepresentation Affiliate may not:

• Copy, mirror, or emulate the look, feel, or experience of the Susanoo website or platform;
• Use framing, cloning, or misleading layout tactics to simulate Susanoo's digital properties;
• Present Susanoo content in a misleading way that causes a Prospect to believe they are interacting with or transacting directly through Susanoo's official channels.

17. Prohibited Technical Manipulation Affiliate may not:

• Engage in "cookie stuffing" techniques, pop-ups, auto-redirects, or similar practices to illegitimately trigger affiliate tracking or impressions;
• Use false, misleading, or deceptive links or messaging in any format;
• Attempt to bypass or disable Susanoo's tracking systems or reporting tools.

18. Prohibited Spam and Communication Practices Affiliate shall not send unsolicited communications of any kind, including:

• Bulk email ("email blasts"), text spam, form spam, or unsolicited social media messages;
• Any promotional outreach that lacks prior consent from the recipient, other than the personal messages allowed below.

How Affiliate may promote Susanoo. Affiliate promotes Susanoo by sharing their referral link, for example on their website, on social media, and by word of mouth. Affiliate may also personally email, text or call people they know personally, such as family, friends and others with whom they have a personal relationship, one person at a time, from their own phone or email account. Affiliate may not email, text or call anyone else to promote Susanoo, and may not use contact lists, bulk sending, automated or prerecorded messages, or automatic dialers. Every such message comes from the Affiliate, not Susanoo, and Affiliate stops contacting anyone who asks them to.

Affiliate agrees to fully comply with all applicable laws regulating these communications, including Canada's Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act and Telephone Consumer Protection Act (TCPA), and applicable provincial and state laws.

Affiliate agrees to indemnify Susanoo against any claims or liabilities arising from noncompliance with these requirements.

19. Privacy Compliance Affiliate agrees to:

• Treat all Personal Information of Prospects and Customers in accordance with applicable global, federal, provincial, and state privacy laws, including, in Canada, PIPEDA and applicable provincial privacy legislation;
• Comply with Susanoo's Privacy Policy;
• Implement and publicly post a valid Privacy Policy of their own when collecting or processing Personal Information.

20. Export Control and Sanctions Compliance Affiliate shall not engage, sell to, or enable Susanoo-related activity involving any individual or entity that:

• Appears on applicable sanctions lists (for example, those administered under Canadian sanctions law, OFAC, the UN, or the EU); or
• Resides in a country subject to sanctions, embargoes, or export restrictions.

No engagement with Sanctioned Parties or activity involving Sanctioned Countries is permitted without Susanoo's prior written approval.

21. Prohibited Ad Placement and Content Categories Affiliate agrees not to place advertisements or links on:

• Websites or applications that feature, reference, or promote:

• Adult content, pornography, weapons, graphic violence, drugs, gambling, tragedies, or sensitive crises;
• Content that is offensive, profane, defamatory, harassing, discriminatory, or in violation of human rights protections;
• "Fake news" or misinformation.

• Any site or context that may damage the Susanoo brand, as determined solely by Susanoo.

22. Use of Susanoo Materials and IP Affiliate may only use Susanoo-provided images, logos, or text with prior written authorization. Affiliate may not:

• Alter Susanoo-provided graphics or messaging;
• Represent Susanoo IP in a misleading or unapproved context;
• Distribute unauthorized copies or derivatives of Susanoo creative assets.

All Susanoo rights, trademarks, and intellectual property remain the sole property of Susanoo Inc. and may be revoked at any time.

23. Unauthorized Offers and Sub-Affiliates  

• Affiliate may not promote any discounts, promo codes, coupons, free trials, or other promotional offers unless specifically authorized by Susanoo in writing.
• Any such offers, if approved, must comply with all provided usage terms and legal requirements.
• Affiliate may not promote through sub-affiliate networks unless explicitly approved in writing by Susanoo.

24. Linking and Site Standards  

• Affiliate may not provide or embed links to any websites that violate this Code of Conduct.
• Affiliate content must not mimic or mislead Prospects into believing they are on Susanoo's official site.
• The Affiliate is solely responsible for maintaining and updating their websites, links, and promotional content, and must promptly implement any compliance-related changes requested by Susanoo.

Affiliate represents, warrants and agrees to comply with the following guidelines for all content created on Susanoo's behalf:

I. Disclosure Requirements Affiliate must make their material connections to Susanoo (and/or its brands, products, services, as applicable) known to viewers of their content in a manner that is consistent with the Agreement, the requirements set forth in these Susanoo Disclosure Requirements and all applicable law and industry guidance. In the United States, this includes, without limitation, the Federal Trade Commission's (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising and the FTC's business guidance, "Endorsement Guides: What People are Asking." In Canada, this includes, without limitation, the Competition Bureau's guidance on testimonials and endorsements and the disclosure of material connections under the Competition Act.

Material connections may include, without limitation, monetary compensation, free product, gift cards, discounts, personal or professional relationships, access to events or experiences, and more. For clarity, Affiliate's material connections must be disclosed even when simply tagging Susanoo or its brands, or simply posting a picture or a video of Affiliate enjoying using one of Susanoo's products or services.

II. Disclosures Must Be Made "Clearly and Conspicuously" A. "Clearly"

Disclosures (1) must be easy to understand by an ordinary viewer of Affiliate's content (including by members of groups to which it is targeted), (2) must accurately describe Affiliate's material connections and (3) must not be contradicted by or inconsistent with anything else in Affiliate's content.

Unless otherwise agreed in advance in writing by Susanoo, these are the options for material connection disclosures:

• For disclosure of a material connection, Affiliate may use #ad, provided that it is otherwise clear that Susanoo is the sponsor of the post.
• As applicable, the following are also permissible:

• "Sponsored by Susanoo"
• Natural language making the connection easily understandable. For example:
• "I am a paid affiliate marketer for Susanoo"
• "Paid post for Susanoo"
• "I was paid by Susanoo to..."

• If Affiliate is receiving commissions in connection with an affiliate link:

• If Affiliate's post clearly and conspicuously identifies Susanoo as the sponsor, includes #ad and viewers can see #ad and Affiliate's affiliate link at the same time, no additional disclosures are needed.
• If #ad and the affiliate link are not viewable at the same time, Affiliate must include one of the following disclosures when posting Affiliate's affiliate link:
• "This is an affiliate link and I get commissions for purchases made through links in this post"
• "I am a Susanoo affiliate, which means I get a commission when purchases are made through this link: [URL]"

The following material connection disclosures DO NOT work alone and thus MAY NOT BE USED AS STANDALONE DISCLOSURES:

• For disclosure of material connection:

• #Susanoo
• Abbreviations that would not be understood by consumers (for example, #spon, #pd, #sp, #collab, and similar)
• Only using #partner, #ambassador, #consultant, #adviser, #affiliate, #teamSusanoo, and similar
• Only using "thank you", "thanks," "gift" or "gifted" (without explanation if Affiliate is referring to receiving something of value)
• Only using #endorsement
• Only using a platform's branded content tool without further disclosure
• Only tagging or @mentioning Susanoo
• Only using a campaign hashtag

Disclosures must be made regardless of space limitations and appear in each applicable post or piece of content.

If an endorsement is made through visual means, the disclosure should be made at least visually. If the endorsement is made audibly, the disclosure should be made at least audibly. And if the endorsement is made through both visual and audible means, the disclosure should be made both visually and audibly. For clarity, depending on the creative and the post format, multiple types of disclosures may be prudent.

Some factors to consider when assessing the conspicuousness of a visual disclosure include: the font, color and size of the disclosure, how well it contrasts against the frame (it might make sense to have a solid background behind the disclosure), how much time followers have to look at the frame and the impact of competing text or other visual elements. Some factors to consider when assessing the conspicuousness of an audible disclosure include: the speed, volume and cadence of the disclosure, how close in time the disclosure is to the mention of Susanoo (or its products or services), the impact of competing background music and other sounds, and whether repetition may be needed due to livestreaming, post length or other factors.

III. Disclosure Requirements Based on Posting Format  

• For in-feed posts (like X (formerly known as Twitter), Facebook and Instagram grid posts):

• Disclosures must appear in the first two lines of text.
• Disclosures should not be buried (for example, disclosures should not be only in a bio or below the fold (or otherwise requiring consumers to scroll down); under a hyperlink, like a "More," "Legal" or "Disclosure" button; or in the middle or at the end of a series of hashtags, other disclosures, or general copy).

• For video, live stream, stories, and similar:

• Video: In video posts: (1) place the disclosure within the video itself and in the description of the video; and (2) display the disclosure in the video long enough for a viewer to be able to read and understand it.
• Disclosures must appear at the beginning of the video (within the video) as well as in the video description.
• It is NOT sufficient to make a disclosure only on an end card.
• Stories, Snaps, TikToks, and similar: Superimpose the disclosure over the images or video in a way that is: (1) easy to notice, read and comprehend in the time that viewers have to look; and (2) well-contrasted against the background and positioned with consideration for where the viewer's attention is drawn.
• Live Stream: Repeat disclosures throughout the stream as needed to ensure that consumers hear them if they join at different times.

Platform-specific transparency tools, such as the "Branded Content" tools on Instagram, should be used in addition to the above disclosure options on social media, but may not be used as a substitute.

In the event Affiliate is posting on one social media platform and the post may be syndicated to another social media platform, disclosures must travel with the post, and appear unavoidably (for example, pre-click) on all platforms.

IV. Modifications Affiliate hereby agrees that Susanoo shall have the right to make modifications to the Susanoo Disclosure Requirements and any of the policies or guidance included therein, and Affiliate shall comply with any such modifications, so long as such modifications are provided to Affiliate.