FundWisr™ Affiliate and Referral Partner Agreement

1. Parties and Acceptance

This FundWisr™ Affiliate and Referral Partner Agreement (the “Agreement”) is entered into between Impctrs Management Group, LLC, a Florida limited liability company (“Impctrs,” “FundWisr,” “Company,” “we,” “us,” or “our”), and the individual or entity approved to participate in the FundWisr Affiliate and Referral Partner Program (“Affiliate,” “Partner,” “you,” or “your”).

FundWisr™ is operated by Impctrs Management Group, LLC under license from Mzrik Innovations, LLC, the owner and licensor of FundWisr intellectual property. Technology used in FundWisr is developed in whole or in part by AI Arkitech, LLC.

You accept this Agreement when, after approval, you affirmatively accept it through the FundWisr affiliate portal, sign it electronically or physically, or otherwise complete an approved acceptance process that expressly incorporates this Agreement.

Submitting an affiliate application does not itself create an affiliate relationship, commission right, partnership, agency, or other contractual relationship.

You represent that:

• you are at least eighteen (18) years old;
• you have legal capacity to enter this Agreement;
• all application, tax, payment, and identity information you provide is accurate and current; and
• if you accept for an organization, company, nonprofit, agency, or other entity, you have authority to bind that entity.

2. Program Purpose

The FundWisr Affiliate and Referral Partner Program is intended for people and organizations that can responsibly introduce FundWisr to nonprofits and social-impact organizations that may benefit from nonprofit funding intelligence, organizational intelligence, strategic decision support, readiness analysis, document support, and related FundWisr services.

The Program is not a multi-level marketing program, franchise, employment arrangement, investment opportunity, or guarantee of income.

Affiliates may include, among others:

• nonprofit consultants;
• grant writers;
• trainers and educators;
• coaches;
• capacity builders;
• technical-assistance providers;
• professional associations;
• community leaders;
• AI educators; and
• other approved persons or organizations serving nonprofit or social-impact audiences.

3. Program Levels

3.1 Standard Affiliate

An approved Standard Affiliate is eligible to earn a 15% recurring commission on Eligible Net Subscription Revenue attributable to that Affiliate under this Agreement and the Commission Policy.

3.2 Strategic Partner

An approved Strategic Partner is eligible to earn a 20% recurring commission on Eligible Net Subscription Revenue attributable to that Strategic Partner under this Agreement and the Commission Policy.

Strategic Partner status is reserved for approved persons or entities that actively educate, train, consult, promote, support, or otherwise serve nonprofit and social-impact audiences and that meet FundWisr's current partner criteria.

3.3 Program-level status is not a legal partnership

The words “Partner” and “Strategic Partner” are program labels only. They do not create a legal partnership, joint venture, fiduciary relationship, agency, franchise, employment relationship, or authority to bind FundWisr, Impctrs Management Group, LLC, Mzrik Innovations, LLC, or AI Arkitech, LLC.

3.4 Approval and tier changes

All Affiliates are manually reviewed and must be approved. FundWisr may approve, reject, suspend, downgrade, upgrade, or remove an Affiliate or Strategic Partner based on program fit, compliance, audience relevance, promotional quality, fraud risk, performance, brand protection, or operational needs.

A change in tier applies prospectively unless FundWisr expressly states otherwise. A tier change does not retroactively alter commissions already earned on cleared Eligible Transactions.

4. Definitions

For this Agreement:

• “Affiliate Account” means the approved FundWisr affiliate profile associated with your referral identifier, code, links, commission ledger, tax status, and payout information.
• “Affiliate Materials” means logos, graphics, screenshots, copy, links, codes, badges, templates, approved claims, or other promotional material FundWisr authorizes for Affiliate use.
• “Eligible Customer” means a customer whose paid FundWisr subscription is eligible for commission under this Agreement and the Commission Policy.
• “Eligible Net Subscription Revenue” means qualifying subscription revenue actually received and retained by Impctrs for an Eligible Transaction, excluding taxes, refunds, reversals, chargebacks, credits, disputed amounts, fraudulent payments, and other amounts designated in the Commission Policy as noncommissionable.
• “Eligible Transaction” means a successfully paid FundWisr subscription transaction that satisfies all eligibility, attribution, compliance, and hold requirements.
• “Protected Parties” means Impctrs Management Group, LLC; Mzrik Innovations, LLC; AI Arkitech, LLC; their affiliates; and their respective owners, officers, directors, managers, employees, contractors, licensors, service providers, agents, successors, and assigns.
• “Referral Link” means a FundWisr-issued or FundWisr-approved URL containing an Affiliate identifier.
• “Referral Code” means a FundWisr-issued or FundWisr-approved code used to identify an Affiliate referral.
• “Services” means the FundWisr websites, platform, applications, subscriptions, AI-enabled tools, diagnostics, dashboards, databases, funding intelligence, document-generation tools, scoring systems, reports, communications, and related services.

5. Commission Rates

Subject to this Agreement:

The commission percentage is applied only to Eligible Net Subscription Revenue.

FundWisr may change commission rates prospectively on reasonable notice. A change does not reduce a commission already earned on an Eligible Transaction completed before the new rate becomes effective.

Unless a separate signed agreement expressly states otherwise, no Affiliate has a vested right to a particular commission rate for life or to future commission on payments FundWisr has not yet received.

6. What Is Commissionable

Unless the Commission Policy or a written offer states otherwise, commissions may be earned only on:

• an eligible paid FundWisr subscription;
• successfully processed and settled payment;
• a transaction properly attributed to the Affiliate;
• a customer who is not disqualified under the Program rules;
• a transaction that survives the applicable 30-day commission hold; and
• an Affiliate Account that is active and in good standing when the underlying transaction becomes eligible for payout.

Recurring commission means that, while the requirements above continue to be satisfied, an Affiliate may earn commission on qualifying recurring subscription payments made by an attributable referred customer.

Recurring commission does not mean guaranteed lifetime income or an irrevocable right to all future revenue from a customer.

7. Noncommissionable Transactions

No commission is earned on:

• Free Plan users;
• free trials unless a later paid conversion becomes an Eligible Transaction;
• refunded transactions;
• reversed payments;
• chargebacks;
• disputed or fraudulent payments;
• comped accounts;
• scholarship accounts;
• internal, staff, contractor, test, demo, sandbox, or promotional accounts that FundWisr designates noncommissionable;
• heavily discounted or manually priced accounts unless FundWisr expressly marks them commissionable;
• taxes collected from a customer;
• credits, coupons, discounts, or waived amounts not actually paid by the customer;
• duplicate commissions on the same payment;
• transactions generated through prohibited marketing methods;
• transactions involving false, misleading, fraudulent, manipulated, or unauthorized referrals;
• self-referrals or related-party referrals used primarily to obtain a commission or unauthorized discount, unless FundWisr expressly approves the transaction in writing; or
• any category FundWisr identifies in advance as excluded from the Program.

If a commission was credited on a transaction that later becomes ineligible, FundWisr may reverse the commission or offset it against future commissions.

8. Referral Tracking and Attribution

FundWisr may track referrals through approved Referral Links, Referral Codes, authenticated referral identifiers, server-side records, or another approved attribution method.

The FundWisr system of record controls attribution unless FundWisr determines that a technical error occurred and sufficient evidence supports a correction.

An Affiliate is responsible for using the correct approved Referral Link or Referral Code. FundWisr is not required to pay commission when tracking information is missing, altered, blocked, deleted, overwritten, or otherwise unavailable unless FundWisr independently verifies the referral.

8.1 Launch variable that must be completed before publication

Attribution window: [INSERT APPROVED ATTRIBUTION WINDOW]

Attribution priority: [INSERT APPROVED FIRST-TOUCH / LAST-TOUCH / OTHER RULE]

These items were not previously finalized in FundWisr planning and must be configured consistently in the affiliate dashboard, cookie notice where applicable, Supabase records, Stripe integration, Commission Policy, and this Agreement before launch.

FundWisr may manually correct attribution for documented technical errors, pre-approved partner campaigns, enterprise referrals, or other exceptional cases. A manual correction is discretionary and does not create a general obligation to override tracking records.

9. Commission Hold, Approval, and Reversals

Each commission is subject to a 30-day commission hold beginning after the associated customer payment is successfully received and recorded by FundWisr.

During the hold, FundWisr may review:

• payment settlement;
• refund activity;
• cancellation;
• chargeback or dispute risk;
• fraud indicators;
• duplicate attribution;
• self-referral indicators;
• discount eligibility;
• marketing compliance; and
• other facts affecting commission eligibility.

A commission shown as pending or held is not yet earned or payable.

FundWisr may reverse, withhold, or offset commissions associated with:

• refunds;
• credits;
• chargebacks;
• payment reversals;
• fraudulent transactions;
• duplicate attribution;
• prohibited promotional methods;
• material breach of this Agreement; or
• payments that were credited in error.

A chargeback or reversal that occurs after payout may be deducted from future commissions or recovered where permitted by law.

10. Payouts

At launch, FundWisr may process Affiliate payouts manually.

Approved commissions will be paid according to the payout schedule and payment method displayed in the Affiliate dashboard or Commission Policy.

10.1 Launch variable that must be completed before publication

Standard payout day or frequency: [INSERT APPROVED PAYOUT SCHEDULE]

Minimum payout threshold, if any: [INSERT THRESHOLD OR “NONE”]

FundWisr may delay a payout when reasonably necessary to:

• complete tax or identity verification;
• investigate fraud or a Program violation;
• resolve a payment dispute or chargeback;
• correct account or payout information;
• comply with legal obligations or sanctions restrictions; or
• resolve a good-faith commission dispute.

FundWisr is not responsible for delay caused by inaccurate payout information supplied by the Affiliate or by a bank, payment processor, or other service outside FundWisr's reasonable control.

11. Taxes and Tax Documentation

Affiliates are independent businesses or independent contractors for tax purposes and are responsible for their own federal, state, local, foreign, self-employment, income, sales, use, VAT, or other taxes arising from commissions.

Before receiving payout, an Affiliate may be required to provide:

• IRS Form W-9;
• an applicable IRS Form W-8;
• taxpayer identification information;
• business classification information;
• identity verification;
• payment account information; or
• other legally required documentation.

FundWisr may withhold payout until required documentation is complete and may perform backup withholding or other tax withholding when legally required.

FundWisr may issue Form 1099-NEC, Form 1042-S, or another information return when required by applicable law. Reporting thresholds may change and are governed by the law in effect for the applicable tax year.

12. Affiliate Relationship Disclosure

Affiliates must clearly and conspicuously disclose their financial relationship with FundWisr whenever they make an endorsement, recommendation, testimonial, review, comparison, or other promotional statement in circumstances where the relationship may not be obvious to the audience.

A disclosure must be:

• easy to notice;
• easy to understand;
• close to the endorsement, recommendation, or Referral Link;
• presented before or at the time a consumer acts on the recommendation;
• in the same language as the promotional content when practicable; and
• adapted to the medium, including text, audio, video, live events, social media, podcasts, webinars, or email.

Approved examples include:

Affiliate disclosure: I may earn a commission if you purchase FundWisr through this link.

I am a FundWisr affiliate and may receive a commission from qualifying purchases made through my link.

A vague label such as “affiliate link” by itself should not be used as the sole disclosure when it may not clearly communicate that the Affiliate can be paid.

The Affiliate Marketing, Disclosure, and Brand Policy is incorporated into this Agreement.

13. Truthful Marketing and No Funding Guarantees

All Affiliate marketing must be truthful, accurate, supportable, current, and nonmisleading.

An Affiliate may truthfully state that FundWisr helps nonprofits organize information, strengthen readiness, develop strategy, create or improve documents, use funding intelligence, and support organizational decision-making, subject to the capabilities actually available at the time of the statement.

An Affiliate may not state or imply that:

• FundWisr guarantees grant awards;
• FundWisr guarantees funding;
• FundWisr guarantees donations, sponsorships, contracts, loans, investments, procurement awards, or other financial outcomes;
• using FundWisr makes an organization automatically eligible or approved for funding;
• FundWisr is a funder, grantmaker, lender, investor, government agency, regulator, law firm, accounting firm, or certifying body;
• FundWisr outputs are automatically legally compliant, attorney-reviewed, audited, certified, or professionally approved;
• FundWisr will produce a particular financial result, revenue amount, impact result, or probability of success unless FundWisr has expressly authorized that specific substantiated claim; or
• an Affiliate is an employee, agent, legal partner, official spokesperson, certified FundWisr professional, or authorized representative unless FundWisr has separately granted that status in writing.

Affiliates must not fabricate testimonials, case studies, reviews, statistics, funding results, customer experiences, or product capabilities.

14. Personal Experience, Reviews, and Testimonials

An Affiliate may provide an honest opinion about FundWisr based on genuine experience.

An Affiliate must not:

• claim personal use or results that did not occur;
• present another person's results as the Affiliate's own;
• make an unsubstantiated objective claim;
• suppress or manipulate material facts to create a misleading impression;
• create fake customer reviews or testimonials;
• condition a review on a required positive sentiment; or
• use an atypical result to imply that the result is typical when that implication would be misleading.

If FundWisr provides a free account, discount, bonus, payment, early access, or another material benefit connected to an endorsement, the Affiliate must disclose that relationship when required.

15. Prohibited Promotional Methods

Unless FundWisr gives prior written approval, an Affiliate may not:

• bid on FundWisr, FundWisr™, misspellings, confusingly similar terms, or FundWisr product names in paid search or paid keyword advertising;
• use FundWisr trademarks in a domain name, subdomain, social-media handle, app name, business name, page name, or account name in a manner that implies ownership or official status;
• create a website, landing page, advertisement, email address, social account, or interface that impersonates FundWisr or creates confusion about source;
• engage in spam, unsolicited bulk messaging, deceptive direct messaging, or unlawful automated outreach;
• use cookie stuffing, forced clicks, hidden links, invisible frames, pop-unders, adware, malware, spyware, browser extensions, toolbars, scripts, or other technology designed to create attribution without a genuine user referral;
• overwrite another Affiliate's valid tracking information through deceptive or automatic means;
• post Referral Links on coupon, rebate, deal, cashback, loyalty, browser-extension, or incentive sites unless FundWisr has expressly approved that channel;
• offer an unauthorized rebate, cashback payment, commission split, bonus, gift, scholarship, or other inducement tied to a FundWisr purchase;
• create fake accounts, duplicate accounts, test purchases, or self-referrals to generate commission;
• misrepresent price, discount, refund rights, free-trial terms, subscription terms, features, plan limits, or availability;
• use purchased, scraped, harvested, or unlawfully obtained marketing lists;
• use deceptive scarcity, fake deadlines, false countdowns, fabricated endorsements, or fake funding notices;
• impersonate a grantmaker, foundation, government agency, investor, donor, or FundWisr employee;
• use FundWisr in unlawful, discriminatory, defamatory, abusive, or infringing content;
• promote FundWisr on a site or channel primarily devoted to unlawful activity, hate, sexual exploitation, malware, fraud, or deceptive practices; or
• take any action reasonably likely to damage FundWisr's reputation, users, systems, intellectual property, or legal compliance.

16. Email, Text, Telephone, and Direct Outreach

Affiliates are solely responsible for ensuring that their promotional communications comply with applicable advertising, privacy, email, telemarketing, text-messaging, consumer-protection, and data-protection laws.

For commercial email, Affiliates must use accurate sender information, nondeceptive subject lines, legally required advertising identification, a valid postal address, and a functioning opt-out process, and must honor opt-out requests within the legally required period.

Affiliates must not send FundWisr promotional text messages, robocalls, prerecorded messages, or similar communications without the consent and legal basis required for the applicable communication and jurisdiction.

FundWisr may require evidence of consent, list source, disclosure language, opt-out practices, or campaign content before allowing a campaign to continue.

17. Social Media, Video, Podcasts, Webinars, and Live Events

Disclosures must be adapted to the medium.

For social media, the disclosure should appear where people will see it without hunting through a profile, footer, terms page, or unrelated link.

For video, livestreams, podcasts, webinars, or spoken presentations, the Affiliate should provide an understandable spoken disclosure and, where the medium allows, a visible written disclosure near the Referral Link or call to action.

For long-form content, a disclosure at the top of the content does not excuse the Affiliate from adding additional disclosures when later recommendations or links are separated from the original disclosure in a way that may cause the audience to miss the relationship.

Platform-provided “paid partnership,” “sponsored,” or similar tools may be used, but the Affiliate remains responsible for ensuring the overall disclosure is clear and conspicuous.

18. FundWisr Intellectual Property and Brand License

Subject to this Agreement and the Affiliate Marketing, Disclosure, and Brand Policy, Mzrik Innovations, LLC grants, through FundWisr's authorized program administration, a limited, revocable, nonexclusive, nontransferable, nonsublicensable license during the Affiliate's active participation to use approved FundWisr Affiliate Materials solely to promote FundWisr as authorized.

All goodwill arising from use of FundWisr trademarks inures to the benefit of the applicable trademark owner.

Affiliates may not:

• alter an official FundWisr logo except through an approved variant;
• remove ownership, copyright, trademark, or attribution notices;
• claim ownership of FundWisr intellectual property;
• register or attempt to register FundWisr or a confusingly similar mark, domain, social handle, app, or business name;
• create or distribute unauthorized “FundWisr approved,” “FundWisr certified,” “official FundWisr,” or similar badges or claims;
• use FundWisr® unless FundWisr expressly authorizes use of the federal registration symbol for an actually registered mark and covered goods or services;
• copy proprietary FundWisr diagnostic questions, scoring logic, templates, methodologies, dashboards, databases, software, or protected platform content except as expressly authorized; or
• imply a relationship beyond the Affiliate status actually granted.

The approved mark is FundWisr™ unless FundWisr provides different written trademark instructions.

Upon suspension or termination, the Affiliate must promptly stop using FundWisr marks and remove FundWisr Affiliate Materials, except for archival records that are not publicly promoted.

19. Approved and Unapproved Creative Materials

FundWisr may provide approved copy, graphics, badges, screenshots, video, or other promotional assets.

An Affiliate may create original promotional content, but FundWisr may require revision or removal of any content that is inaccurate, outdated, unlawful, misleading, inconsistent with this Agreement, or harmful to the brand.

An Affiliate may not materially edit a FundWisr screenshot or interface image to create a false impression of product capabilities, customer results, pricing, scores, funding outcomes, or available functionality.

FundWisr may publish a current approved-claims library. If a product feature, price, plan, module, or claim changes, the Affiliate must update affected content within a reasonable period after notice.

20. Pricing, Promotions, and Coupons

Only FundWisr controls FundWisr subscription prices, plan terms, discounts, coupons, refunds, credits, and promotions.

An Affiliate may advertise a price or offer only when it is current and authorized.

An Affiliate may not:

• create an unauthorized coupon code;
• alter a FundWisr offer;
• promise a refund FundWisr has not authorized;
• represent a standard price as a special Affiliate-only price unless it is actually an Affiliate-specific offer;
• continue advertising an expired promotion; or
• combine promotions when FundWisr has not authorized combination.

21. Customer Relationship

A referred customer purchases FundWisr from Impctrs Management Group, LLC, not from the Affiliate, unless a separate written reseller agreement expressly states otherwise.

FundWisr controls:

• customer acceptance;
• account creation;
• subscription eligibility;
• pricing;
• payment processing;
• refunds and credits;
• customer support;
• security;
• privacy and data processing;
• service availability;
• suspension and termination; and
• product changes.

An Affiliate may not accept payment for a FundWisr subscription on FundWisr's behalf, make binding commitments for FundWisr, modify FundWisr Terms, or represent that the Affiliate can approve funding, refunds, access, or exceptions.

22. Privacy and Customer Data

Affiliate participation does not give the Affiliate a right to access FundWisr customer content, prompts, documents, financial information, workspace data, funding data, participant data, or other confidential customer information.

FundWisr may provide limited referral and commission information reasonably necessary to administer the Program.

An Affiliate must protect any personal information received in connection with referrals and must comply with applicable privacy and security laws.

An Affiliate may not:

• request a customer's FundWisr password;
• access a customer's FundWisr account without authorization;
• collect payment-card information on FundWisr's behalf;
• imply that FundWisr will share a referred customer's confidential workspace data with the Affiliate; or
• use referral data for an unrelated purpose in violation of law or an applicable privacy notice.

If the Affiliate independently collects leads, the Affiliate is responsible for its own lawful privacy notice, security, consent, retention, and deletion practices.

23. Compliance Monitoring and Records

FundWisr may monitor publicly available Affiliate promotions and may request reasonable records necessary to verify compliance, attribution, or commission eligibility.

An Affiliate must maintain reasonable records of material campaigns, disclosures, promotions, and referral activity for at least three (3) years after the applicable campaign or longer if required by law.

Upon reasonable request, the Affiliate must provide relevant evidence such as:

• published promotional copy;
• screenshots;
• disclosure language;
• email templates;
• list-source information;
• opt-in evidence;
• campaign URLs;
• advertising platform information; or
• other records reasonably necessary to investigate a compliance concern.

FundWisr's monitoring does not transfer the Affiliate's legal responsibilities to FundWisr.

24. Fraud Prevention

FundWisr may use automated or manual fraud controls, including review of:

• IP patterns;
• payment status;
• account duplication;
• customer identity or organization indicators;
• referral timing;
• click or conversion anomalies;
• coupon abuse;
• chargebacks;
• self-referral patterns;
• suspicious traffic; and
• other relevant signals.

FundWisr may place commissions on hold while investigating suspected fraud or abuse.

Fraud, deliberate attribution manipulation, payment manipulation, identity misrepresentation, or coordinated abuse may result in immediate termination and forfeiture of affected commissions, in addition to other legal remedies.

25. Independent Contractor; No Authority

The Affiliate is an independent contractor and not an employee, agent, broker, fiduciary, franchisee, legal partner, joint venturer, or representative of any Protected Party.

The Affiliate has no authority to:

• sign a contract for FundWisr;
• make a warranty for FundWisr;
• incur debt or liability for FundWisr;
• accept legal process for FundWisr;
• hire or fire FundWisr personnel;
• issue a refund or credit for FundWisr;
• approve a customer or subscription exception; or
• make any other binding commitment for FundWisr.

The Affiliate is responsible for its own business expenses, personnel, insurance, licenses, taxes, and legal compliance.

Nothing in this Agreement establishes exclusivity. FundWisr may work with other Affiliates, consultants, resellers, partners, or direct customers, and the Affiliate may market other lawful products and services, subject to confidentiality, trademark, and other obligations in this Agreement.

26. Confidentiality

The Affiliate may receive nonpublic FundWisr information, including planned product features, pricing information, launch plans, customer information, sales information, technical information, commission data, security information, internal documents, or other information that a reasonable person would understand to be confidential (“Confidential Information”).

The Affiliate will:

• use Confidential Information only to perform under this Agreement;
• protect it using reasonable care;
• disclose it only to personnel who need it and are bound by appropriate confidentiality obligations; and
• promptly notify FundWisr of suspected unauthorized access or disclosure.

Confidential Information does not include information that the Affiliate can document was lawfully known without restriction, independently developed without use of the Confidential Information, lawfully received from an authorized third party, or made public through no breach of this Agreement.

If disclosure is legally required, the Affiliate will provide advance notice where legally permitted and disclose only what is legally required.

27. Affiliate Representations and Warranties

The Affiliate represents and warrants that:

• it has authority to enter and perform this Agreement;
• its promotional content and methods will comply with this Agreement and applicable law;
• its endorsements reflect honest opinions and genuine experiences;
• it will make required financial-relationship disclosures;
• it will not make claims FundWisr could not lawfully make itself;
• it will not infringe intellectual-property, publicity, privacy, confidentiality, or other rights;
• it will not use deceptive, fraudulent, coercive, or unlawful marketing practices;
• information submitted for payment and tax purposes is accurate; and
• it will promptly correct or remove content FundWisr identifies as materially inaccurate or noncompliant.

28. FundWisr Warranties and Program Disclaimer

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AFFILIATE PROGRAM, AFFILIATE DASHBOARD, TRACKING, COMMISSION REPORTS, AFFILIATE MATERIALS, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

THE PROTECTED PARTIES DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RESULTS, AND COURSE OF DEALING.

THE PROTECTED PARTIES DO NOT WARRANT THAT:

• THE AFFILIATE WILL EARN ANY PARTICULAR AMOUNT;
• A REFERRAL WILL CONVERT;
• A CUSTOMER WILL REMAIN SUBSCRIBED;
• TRACKING WILL BE ERROR-FREE;
• A PARTICULAR MARKETING CHANNEL WILL REMAIN AVAILABLE;
• THE PROGRAM WILL CONTINUE INDEFINITELY;
• FUNDWISR WILL MAINTAIN A PARTICULAR PRICE, PLAN, FEATURE, COMMISSION RATE, OR PARTNER TIER; OR
• USE OF FUNDWISR BY A REFERRED CUSTOMER WILL RESULT IN A GRANT, FUNDING, REVENUE, DONATION, SPONSORSHIP, CONTRACT, APPROVAL, OR OTHER PARTICULAR OUTCOME.

29. Earnings Disclaimer

FundWisr does not guarantee Affiliate income.

Actual commissions depend on factors including audience, traffic, trust, marketing methods, product fit, customer purchasing decisions, pricing, customer retention, refunds, chargebacks, compliance, and Program eligibility.

Examples, illustrations, projections, testimonials, commission screenshots, or partner results do not represent a promise that another Affiliate will achieve the same result.

The public FundWisr Earnings and Affiliate Disclaimer is incorporated into this Agreement.

30. Indemnification

To the fullest extent permitted by law, the Affiliate will defend, indemnify, and hold harmless the Protected Parties from third-party claims, demands, investigations, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, and reasonable attorneys' fees and costs arising out of or relating to:

• the Affiliate's advertising, endorsements, content, campaigns, websites, social-media activity, email, text messages, calls, webinars, events, or other promotions;
• failure to disclose the Affiliate's financial relationship with FundWisr;
• false, misleading, deceptive, unsubstantiated, or unlawful claims;
• violation of advertising, privacy, email, telemarketing, text-messaging, intellectual-property, tax, or consumer-protection law;
• infringement or misuse of a third party's rights;
• collection, use, storage, sale, sharing, or disclosure of personal information by the Affiliate;
• the Affiliate's breach of this Agreement or an incorporated policy;
• fraud, negligence, willful misconduct, or unlawful conduct by the Affiliate or its personnel; or
• taxes, wages, benefits, employment claims, contractor claims, or business expenses attributable to the Affiliate.

FundWisr will provide reasonable notice of an indemnified claim and may control the defense with counsel of its choice. The Affiliate may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts a Protected Party without that Protected Party's prior written consent.

31. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROTECTED PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, LOST REVENUE, LOST COMMISSIONS, LOST BUSINESS, LOST OPPORTUNITIES, LOST GOODWILL, OR LOSS OF DATA; COST OF SUBSTITUTE SERVICES; OR DAMAGES ARISING FROM RELIANCE ON A TRACKING REPORT, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ALL PROTECTED PARTIES ARISING OUT OF OR RELATING TO THE AFFILIATE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

1. commissions actually paid or payable to the Affiliate under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim; or
2. one hundred U.S. dollars (US $100).

Nothing in this Agreement excludes liability that applicable law does not permit to be excluded or limited.

32. Suspension

FundWisr may immediately suspend the Affiliate Account, links, codes, access, tracking, or payouts when FundWisr reasonably believes suspension is necessary to:

• investigate fraud;
• prevent consumer harm;
• address a legal or regulatory risk;
• protect FundWisr intellectual property or reputation;
• address a security concern;
• respond to a chargeback pattern;
• stop prohibited advertising; or
• investigate a material breach.

During suspension, pending commissions may remain on hold until the investigation is resolved.

33. Termination

Either party may terminate this Agreement at any time by written or electronic notice.

FundWisr may terminate immediately for material breach, fraud, deceptive advertising, intellectual-property misuse, prohibited brand bidding, spam, legal violations, repeated compliance failures, security abuse, payment manipulation, or conduct reasonably likely to cause material harm.

Upon termination:

• the Affiliate must stop presenting itself as an active FundWisr Affiliate or Strategic Partner;
• the Affiliate must stop using FundWisr Referral Links, codes, badges, and protected Affiliate Materials;
• future subscription payments occurring after the effective termination date are not commissionable unless FundWisr expressly states otherwise in writing;
• commissions validly earned on Eligible Transactions before termination remain subject to the 30-day hold, refund and chargeback review, offsets, tax requirements, and this Agreement; and
• commissions connected to fraud, prohibited conduct, or a material breach may be forfeited to the extent permitted by law.

Termination does not affect provisions that by their nature should survive, including confidentiality, intellectual property, tax obligations, records, indemnification, limitation of liability, dispute resolution, and accrued payment or offset rights.

34. Program Changes

FundWisr may modify or discontinue the Program, commission structure, tiers, eligible products, tracking methods, payout methods, or policies to reflect business, product, legal, security, fraud-prevention, or operational needs.

Material changes will be communicated through email, the Affiliate portal, or another reasonable method and will apply prospectively on the stated effective date.

A change will not retroactively reduce a commission already earned on an Eligible Transaction before the change became effective.

FundWisr may require renewed affirmative acceptance when a change materially affects commission rights, dispute resolution, indemnification, intellectual-property rights, or other significant obligations.

35. Commission Disputes

An Affiliate must report a suspected commission or attribution error within sixty (60) days after the disputed transaction, commission statement, or payout first becomes visible in the Affiliate dashboard or is otherwise communicated to the Affiliate.

The notice should include:

• Affiliate name and ID;
• customer or transaction reference available to the Affiliate;
• approximate transaction date;
• disputed commission amount;
• basis for the dispute; and
• supporting documentation.

This administrative deadline does not waive a legal right that applicable law does not permit the parties to waive.

FundWisr may correct clerical or technical errors at any time.

36. Informal Dispute Resolution

Before filing arbitration or litigation, the complaining party must send written notice describing the dispute, relevant facts, requested relief, and contact information.

Notices to FundWisr must be sent to:

Impctrs Management Group, LLC

Attn: FundWisr Legal

830 N John Young Parkway

Kissimmee, Florida 34741

Email: legal@fundwisr.ai

The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt.

This requirement does not prevent either party from seeking temporary relief necessary to prevent immediate and irreparable harm.

37. Binding Individual Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT.

Except for the exclusions below, any dispute, claim, or controversy arising out of or relating to this Agreement, the Affiliate Program, commission tracking, a payout, Affiliate Materials, or the relationship between the parties that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, or another mutually agreed administrator.

The Federal Arbitration Act governs interpretation and enforcement of this arbitration agreement.

The arbitration will be conducted by one arbitrator in English. Unless the parties agree to remote proceedings, the legal seat and location will be Osceola County, Florida.

The arbitrator may award any relief available on an individual basis that a court of competent jurisdiction could award, subject to this Agreement.

Either party may bring an individual action in small-claims court if the dispute qualifies. Either party may seek temporary or equitable relief in court to protect intellectual property, confidential information, systems, account security, data, or the status quo pending arbitration.

38. Class Action and Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED, MASS, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL ACTION.

The arbitrator may not consolidate claims of different persons or preside over a representative proceeding without written consent of all parties.

For any dispute permitted to proceed in court, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES THE RIGHT TO A JURY TRIAL to the fullest extent permitted by law.

39. Governing Law and Venue

This Agreement and any non-arbitrable dispute are governed by the laws of the State of Florida, without regard to conflict-of-law rules, except that the Federal Arbitration Act governs Section 37.

The state and federal courts located in or serving Osceola County, Florida will have exclusive jurisdiction over any court proceeding permitted by this Agreement, and each party consents to personal jurisdiction and venue there.

40. Electronic Communications and Records

The Affiliate agrees to receive agreements, notices, commission statements, payout notices, policy updates, tax communications, compliance notices, and other Program records electronically through email, the Affiliate portal, or website posting where legally permitted.

FundWisr may retain electronic records of:

• application;
• approval;
• Affiliate tier;
• Agreement version;
• acceptance date and time;
• IP address and user agent;
• exact clickwrap language;
• tax documentation status;
• payout information;
• commission ledger;
• reversals and adjustments;
• compliance notices;
• suspension or termination; and
• other records reasonably necessary to administer or prove the relationship.

41. Assignment

The Affiliate may not assign or transfer this Agreement, an Affiliate Account, Referral Link, Referral Code, or commission right without FundWisr's prior written consent.

FundWisr may assign this Agreement to an affiliate, successor, purchaser, or entity involved in a merger, reorganization, financing, sale of assets, licensing restructuring, or transfer of the FundWisr business or intellectual property.

Any prohibited assignment is void.

42. Force Majeure

No Protected Party will be liable for delay or failure caused by events beyond reasonable control, including severe weather, natural disasters, fire, epidemic, war, terrorism, civil unrest, labor disputes, utility or internet failures, cloud or provider outages, cyberattacks, government actions, legal restrictions, banking interruptions, payment-processor failures, or supply disruptions.

43. Entire Agreement; Order of Precedence

This Agreement, the Affiliate Commission, Attribution, and Payout Policy, the Affiliate Marketing, Disclosure, and Brand Policy, the Earnings and Affiliate Disclaimer, and any signed Affiliate order form or special partner addendum constitute the agreement governing Affiliate participation.

If there is a conflict, the following order applies unless a document expressly states otherwise:

1. a signed Affiliate addendum or order form;
2. this Agreement;
3. the Affiliate Commission, Attribution, and Payout Policy;
4. the Affiliate Marketing, Disclosure, and Brand Policy;
5. the Earnings and Affiliate Disclaimer; and
6. other online Affiliate guidance.

The FundWisr Terms of Service separately govern an Affiliate's use of FundWisr as a customer or platform user.

44. Severability; Waiver; No Third-Party Rights for Affiliates

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver. A waiver must be in writing by an authorized representative.

Except for the Protected Parties expressly identified as intended beneficiaries of provisions protecting them, this Agreement does not create rights for a third party.

45. Contact Information

Affiliate Program: affiliatesupport@fundwisr.ai

Legal Notices: legal@fundwisr.ai

Website: https://www.fundwisr.ai

Impctrs Management Group, LLC

Attn: FundWisr Legal

830 N John Young Parkway

Kissimmee, Florida 34741

ACCEPTANCE

Electronic clickwrap acceptance should use the implementation specification included in the FundWisr Affiliate Legal Package.

For manually signed agreements:

Affiliate / Partner Legal Name: ____________________________________

Authorized Signer: ______________________________________________

Title: __________________________________________________________

Email: _________________________________________________________

Signature: _____________________________________________________

Date: __________________________________________________________

Impctrs Management Group, LLC

Authorized Signer: ______________________________________________

Title: __________________________________________________________

Signature: _____________________________________________________

Date: __________________________________________________________