Affiliate Program Terms

1. The Program

1.1 Agreement. These Affiliate Program Terms ("Affiliate Terms") are a legal agreement between you and iSend LLC, a Wyoming limited liability company doing business as Caesar, 30 N Gould St, Ste R, Sheridan, WY 82801, USA ("Caesar", "we", "us"). "You" means the person or business that joins the Caesar affiliate program (the "Program"). The Affiliate Terms include the Commission Schedule shown in your Affiliate Portal and any rate we agree with you in writing.

1.2 Application and acceptance. You apply through the Affiliate Portal and accept these Affiliate Terms by selecting the acceptance checkbox when you apply. We may accept or decline any application at our discretion.

1.3 Eligibility. To participate in the Program, you must:

• be at least 18 years of age and legally able to enter into a binding contract;
• provide us with accurate information and keep it current;
• not be named on a sanctions list, or located, organized or ordinarily resident in a country or region subject to comprehensive US sanctions, Russia or Belarus;

1.4 Single account. Each person or business may hold one affiliate account. An agency may add team members to its account and is responsible for all of their acts and omissions.

1.5 Merchants as affiliates. A Caesar merchant may also be an affiliate, but may not earn Commission on its own account or on any account it owns or controls.

2. Definitions

• "Affiliate Portal" means the dashboard through which you manage your participation, access your links and codes, and view your referrals, commissions and payouts.
• "Referral Link" and "Referral Code" mean the unique link and code that we provide to you in the Affiliate Portal.
• "Referral Window" means the period after a person clicks your Referral Link during which a signup is credited to you. The Referral Window is shown in the Commission Schedule.
• "Referred Merchant" means a business credited to you under Section 3.
• "Net Revenue" means the fees Caesar actually collects from a Referred Merchant for the Services, less refunds, credits, chargebacks, taxes, and pass-through third-party fees (such as carrier and registration fees).
• "Commission" means the amount you earn under Section 4.
• "Commission Schedule" means the rates, tiers, Commission Period, Referral Window, holdback and payout rules shown in your Affiliate Portal. The Commission Schedule is made available to you before you join and forms part of these Affiliate Terms.
• "Commission Period" means the period during which you earn Commission on a Referred Merchant, which is for as long as that merchant remains a paying Caesar customer, unless your Commission Schedule provides otherwise.
• "Sub-Affiliate" means an affiliate who joined the Program through your recruitment link.

3. Crediting of referrals

3.1 Referred Merchant status. A business becomes your Referred Merchant only if all of the following conditions are met:

• (a) it creates a Caesar account within the Referral Window after clicking your Referral Link, or enters your Referral Code when it signs up;
• (b) it is new to Caesar, meaning that it is not a current or former Caesar merchant, it has not already been credited to another affiliate, and it was not in active discussions with our sales team in the 90 days before signing up;
• (c) it is not you, or a business that you own or control; and
• (d) we accept it as a merchant.

3.2 Allocation of credit. If a business uses a Referral Code at signup, the Referral Code determines which affiliate receives the credit. Otherwise, the credit is given for the last valid Referral Link click within the Referral Window.

3.3 Conflicting claims. If more than one affiliate, or an affiliate and our sales team, claim the same merchant, we will decide the matter based on our records, such as the links and codes used, the dates, the domains, and our sales pipeline. We record every decision, and our decision is final.

3.4 Tracking. Credit depends on your Referral Link, your Referral Code and our cookies, which browsers or ad blockers may block. If a referral is missing from your Affiliate Portal, you must notify us within 30 days after the merchant signed up, and we will investigate. We are not responsible for referrals that we were unable to track.

3.5 Direct merchant relationship. Each merchant signs up on its own behalf and contracts with Caesar on Caesar's own terms. You may not create an account for a business without its authority, or accept terms on its behalf.

4. Commission

4.1 Commission earned. You earn a percentage of the Net Revenue from each of your Referred Merchants during the Commission Period, at the rate for your tier in the Commission Schedule at the time Caesar collects the revenue.

4.2 Tiers. The Commission Schedule sets out the tiers, the qualifications for each tier, and when you advance to a higher tier. A change of tier applies to revenue collected after the change.

4.3 Sub-Affiliates. If your tier permits you to recruit Sub-Affiliates (Section 8), you earn an override commission on Net Revenue from merchants referred by your direct Sub-Affiliates, at the rate in the Commission Schedule. Overrides apply to one level only: you do not earn overrides in respect of affiliates recruited by your Sub-Affiliates. Caesar pays overrides itself, and overrides are not deducted from your Sub-Affiliates' Commission. No person earns any amount for recruitment as such. Commission and overrides are derived solely from fees paid by actual merchants using Caesar.

4.4 Exclusions. No Commission is earned on:

• your own account, or accounts that you own or control;
• merchants obtained through promotion that violates these Affiliate Terms;
• merchants that we terminate for fraud or breach during the holdback period;
• revenue collected after the Commission Period ends, or after your participation ends (except as provided in Section 12.4).

4.5 Individual rates. Any rate that differs from the Commission Schedule must be agreed by Caesar in writing, such as by email from our team or by a record in your Affiliate Portal.

5. Holdback, adjustments and clawbacks

5.1 Holdback. We calculate Commission on Net Revenue collected in each calendar month after that month ends. Commission becomes payable after the holdback period stated in the Commission Schedule, which allows time for refunds, credits and chargebacks.

5.2 Adjustments. If Caesar later refunds, credits or loses a chargeback on revenue on which you earned Commission, we will reduce your Commission accordingly and deduct the difference from future payouts. A negative balance carries forward. If you leave the Program with a negative balance, you must repay it within 30 days of our request.

5.3 Fraud and errors. We may withhold or reverse Commission that we reasonably believe resulted from fraud, error or a breach of these Affiliate Terms, both during and after our investigation.

5.4 Statements. Your Affiliate Portal shows your referrals, Commission, adjustments and payouts. If you dispute a statement, you must notify us within 30 days after it appears. Our records are the basis for calculating Commission, absent manifest error.

6. Payouts

6.1 Timing. We pay the approved Commission monthly, within the time stated in the Commission Schedule, once your balance reaches the payout threshold. Smaller balances roll over to the following month.

6.2 Method. We pay in US dollars using the payout method stated in the Commission Schedule. You are responsible for any fees charged by your bank or payment provider, and for currency conversion.

6.3 Conditions to first payout. Before your first payout, you must provide us with:

• accurate payout details;
• any tax forms or tax information we require; and
• any information we require to verify your identity or comply with applicable law, including sanctions requirements.

We cannot pay you until these requirements are complete. We will not make any payment that applicable law does not permit.

6.4 Taxes. You are responsible for all taxes on your Commission, including income tax and any VAT, GST or similar tax on your services. We may withhold taxes and issue tax forms (such as Form 1099) where required by law. The Commission amounts are the total amount we owe you.

6.5 Unclaimed payouts. If we are unable to pay you for 12 months after a payout becomes due because your payout details are missing or incorrect, we will handle the amount as required by applicable unclaimed-property laws.

7. Promotion of Caesar

7.1 Honesty and accuracy.

• You must not make false or misleading statements about Caesar or its services.
• You must not guarantee specific results, such as revenue, return on ad spend or recovered carts, or make false or misleading claims about potential earnings from the Program.
• You must not state or imply that Caesar is affiliated with, endorsed by or partnered with Apple, Shopify or any other party, except as accurately described by Caesar.
• You must not present yourself as Caesar or claim authority to speak on Caesar's behalf.

7.2 Disclosure of Commission. When promoting Caesar, you must clearly disclose your financial relationship with Caesar where required by applicable law. Any disclosure must be clear, conspicuous and reasonably difficult to miss.

7.3 Communications. You must not use spam, unlawful telemarketing or other unlawful communications to promote Caesar. Any emails, messages, texts or calls you send in connection with the Program must comply with applicable marketing, privacy and communications laws, including applicable consent and opt-out requirements.

7.4 Paid search and advertising. You may run paid ads that link to caesar.io through your Referral Link, but you may not:

• bid on "Caesar", "caesar.io" or misspellings and variations of them as keywords;
• use our brand in ad text or display URLs;
• register domain names or social media handles that contain "Caesar";
• run ads that appear to originate from Caesar.

7.5 Prohibited methods. You must not use:

• cookie stuffing, forced clicks, pop-unders, adware or malware;
• rewards or payments to merchants for signing up, unless we approve them in writing;
• coupon or deal sites, unless we approve them in writing;
• fake accounts, self-referrals, bot traffic or misleading redirects;
• links on sites with illegal, adult, hateful or violent content, or content that infringes the rights of others;
• targeting of children.

7.6 Use of our brand. We grant you a limited, non-exclusive, revocable license to use Caesar's name, logo and the marketing materials in the Affiliate Portal, solely to promote Caesar under these Affiliate Terms. You must comply with our brand guidelines, must not modify our logos, and must not register any trademark or domain that includes our marks. All goodwill in our brand belongs to Caesar. If we request that you change or remove content about Caesar, you must do so within 48 hours.

7.7 Compliance with law and platform rules. You must comply with all laws that apply to your promotion, including advertising, consumer-protection, privacy, spam and endorsement laws, and with the rules of every platform you use.

8. Recruitment of Sub-Affiliates

8.1 Eligibility to recruit. You may recruit Sub-Affiliates only if your tier permits it, and only through your recruitment link.

8.2 No fees. You may not charge Sub-Affiliates any amount, require them to purchase anything, or offer them anything other than accurate information about the Program.

8.3 Accurate descriptions. You must not make income claims. You must describe the Program accurately: Commission is derived solely from fees paid by actual merchants who use Caesar.

8.4 Responsibility. Each Sub-Affiliate must accept these Affiliate Terms directly. You are responsible for the manner in which you recruit, and we may decline or remove any Sub-Affiliate.

8.5 Not an investment. The Program is not an investment, a business opportunity or a franchise.

9. Referred Merchants and information shared with you

9.1 No commitments on behalf of Caesar. You may not make promises, offer prices or discounts, or accept terms on Caesar's behalf, except for a promotion that we approve in writing and that appears in the merchant's Pricing Terms.

9.2 Information available to you. For each Referred Merchant, your Affiliate Portal shows only its business name, signup date, account status and the Commission you earned from it. We never share merchants' shopper data or conversations with you. You must keep the information available to you confidential, use it only to track your Commission, and never contact a merchant's customers.

9.3 Declined and discontinued merchants. We may decline or stop serving any merchant for any lawful reason, including compliance. You have no claim for lost Commission as a result.

9.4 Agencies. If you are an agency that manages a merchant's Caesar account, you must have that merchant's authorization. You act as the merchant's user under the merchant's agreement with Caesar, and you may access only what the merchant permits.

10. Confidentiality and data protection

10.1 Confidential information. During your participation and for three years afterwards, you must keep confidential the information in your Affiliate Portal, any non-public information you learn about Caesar (such as pricing, features and plans), and information about merchants.

10.2 Your audience's data. You are responsible for complying with privacy laws with respect to personal data you collect when promoting Caesar, such as your own mailing list. You must not send us any person's personal data unless that person has agreed to it; instead, you should direct such persons to our signup page.

10.3 Your data. Our Privacy Policy explains how we handle your information, including payout details and tax forms.

11. Relationship of the parties

You are an independent contractor, not our employee, agent, partner, joint venturer or franchisee. You have no authority to bind Caesar, and you will not receive employee benefits. Subject to these Affiliate Terms, you determine your own methods and bear your own expenses.

12. Term and termination

12.1 Term. These Affiliate Terms take effect when you accept them and continue until your participation ends.

12.2 Termination by either party. Either party may end your participation at any time by notice through the Affiliate Portal or by email.

12.3 Suspension or termination by Caesar. We may suspend or end your participation immediately if we reasonably believe that:

• you breached these Affiliate Terms or committed fraud;
• you harmed our brand;
• you are subject to sanctions;
• continuing your participation would create legal risk.

We may also end your participation if you have made no referrals for 12 months.

12.4 Effect of termination.

• Your links and codes cease to function, and you must stop using our brand.
• We will pay approved Commission on Net Revenue collected before your participation ended, after the holdback period, even if the amount is below the payout threshold. No Commission is earned on revenue collected after that date.
• If we end your participation for breach or fraud, unpaid Commission is forfeited, to the extent permitted by law.

12.5 Survival. Sections 5, 6, 9.2, 10, 11 and 14 to 17 survive.

13. Changes to the Program

We may change these Affiliate Terms or the Commission Schedule, or suspend or end the Program, at any time. Changes will take effect when posted in the Affiliate Portal or otherwise communicated to you, unless we specify a later effective date. Rate changes apply only to revenue collected after they take effect. Changes required by law may take effect sooner. If you do not agree to a change, you must end your participation. If you continue to participate after a change takes effect, you accept the change.

14. Disclaimers and limitation of liability

14.1 No guarantee. The Program is provided "as is". We do not guarantee any level of Commission. Tracking may fail, and the Program may change or end.

14.2 Limitation of liability. TO THE FULLEST EXTENT PERMITTED BY LAW, CAESAR WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE. OUR TOTAL LIABILITY UNDER THESE AFFILIATE TERMS WILL NOT EXCEED THE GREATER OF:

• (A) THE COMMISSION PAID OR PAYABLE TO YOU IN THE THREE (3) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; AND
• (B) ONE HUNDRED US DOLLARS (US$100).

This Section does not limit your obligations, including under Section 15, or any liability that cannot be limited by law.

15. Indemnity

You will defend, indemnify and hold harmless Caesar and its affiliates, members, managers, officers, employees, contractors and agents from and against claims, losses, fines, penalties, costs and reasonable attorneys' fees that arise from:

• your promotional activities and content;
• any violation of law by you, including the FTC Act and Endorsement Guides, the CAN-SPAM Act, the TCPA, do-not-call and state telemarketing laws, and privacy, advertising and intellectual-property laws;
• your breach of these Affiliate Terms;
• the manner in which you recruited Sub-Affiliates;
• any statement you made to merchants about Caesar;
• taxes on your Commission.

16. Disputes

Section 22 of the Terms of Service (dispute resolution, arbitration, and the class-action and jury waivers) applies to these Affiliate Terms, with "you" meaning the affiliate. The one-year time limit in Section 22.6 of the Terms of Service applies to claims against Caesar. These Affiliate Terms are governed by the laws of the State of Wyoming.

17. General

• These Affiliate Terms, the Commission Schedule and any rate agreed in writing constitute the entire agreement regarding the Program.
• You may not assign these Affiliate Terms; we may assign them to an affiliate or a successor.
• We send notices to your email address or through the Affiliate Portal. Legal notices to Caesar must be sent to [email protected] with "Legal Notice" in the subject line.
• If any provision is unenforceable, the remaining provisions remain in effect. A failure to enforce a provision is not a waiver.
• These Affiliate Terms may be accepted electronically, and the English version governs.
• Headings are for convenience only.

Contact. Questions about the Program should be sent to [email protected] with the subject "Affiliate". Legal notices should be sent to [email protected].

Appendix: Disclosure examples

• Website or blog, placed next to the link: "Disclosure: I earn a commission if you sign up for Caesar through my link."
• Social post, placed at the beginning of the post: "#ad I use Caesar to recover abandoned carts. If you sign up with my link, I earn a commission."
• Video or podcast, stated aloud and shown as the same text on screen: "Caesar pays me a commission if you sign up through my link."
• Email newsletter, placed next to the link: "I earn a commission if you sign up for Caesar through this link."