GROOVE AFFILIATE PROGRAM AGREEMENT
Effective Date: January 1, 2025

1. PARTIES This Affiliate Agreement ("Agreement") is entered into by and between GrooveDigital LLC ("Groove," "we," "us," or "our") and you ("Affiliate," "you," or "your"). By joining and promoting our affiliate program, you agree to comply with these terms and conditions.

2. COMMISSION STRUCTURE & PAYOUT TERMS

2.1 General Commission Terms • Affiliate commissions are paid monthly, with commissions being released after 45 days (30-day refund period + 15-day buffer for chargebacks). • Payouts occur between day 45 and day 60 from when the sale is made. • Commissions are paid only after 2 valid sales have cleared the buffer period. • Affiliates must provide valid tax and payment information before receiving payouts.

2.2 Refunds & Chargebacks • Sales that are refunded or charged back will not earn commissions. • If a chargeback or refund occurs after payout, Groove reserves the right to deduct the amount from future commissions (clawback).

2.3 Evergreen Affiliate Sales • All paid and free Groove customers are automatically affiliates. • Commissions are earned over time, even if sales occur sporadically (e.g., one today, another a year later). • The same payout rules apply to long-term sales.

3. PRIZES & CONTEST-SPECIFIC RULES

3.1 General Prize Rules • Groove runs various types of promotions, including guaranteed prizes, sales threshold contests, and evergreen bonuses. • Each contest or promotion may have its own specific rules, announced in advance. • Affiliates must opt-in to each contest to confirm acceptance of its unique terms.

3.2 Launch-Specific Prize Terms • Some launches may feature guaranteed milestone rewards (e.g., 1 sale = certificate, 5 sales = gift card). • Other launches will offer cash & high-value prizes, requiring minimum net sales thresholds to qualify. • Example: ◦ 1st place: $100,000 in net sales required. ◦ 2nd place: $5,000 in net sales required. ◦ 3rd place: $3,500 in net sales required. ◦ Lower placements: Must meet minimum $2,000 in net sales.

3.3 Protection Against Refunds & Prize Abuse • Prizes are based on net revenue after refunds and chargebacks. • If an affiliate has an excessive refund rate (X%), their prize eligibility may be revoked or adjusted. • Groove reserves the right to cancel, modify, or adjust prize contests if the total affiliate driven revenue does not meet a minimum business threshold.

4. ACCEPTABLE AFFILIATE PRACTICES All affiliates must comply with FTC guidelines and ethical marketing practices. Prohibited practices include: 1. 2. 3. 4. 5. 6. 7. Spam & Safe Lists – No mass unsolicited emails. Cash Rebates – Offering personal rebates to buyers is not allowed. Negative Marketing – No use of words like "scam" in ads or reviews. Misrepresentation – Affiliates cannot mislead customers about Groove products. Cookie Stuffing & Fraudulent Transactions – No use of fraudulent methods to manipulate sales. Gaming the System – Affiliates cannot encourage purchases just to qualify for prizes. SEO Review Guidelines – Review sites must contain an actual review.

5. FTC COMPLIANCE & DISCLOSURES

5.1 Mandatory Disclosure Requirements • Affiliates must disclose their relationship with Groove in all promotions. • Social media promotions must include "#ad" or "Sponsored" to indicate compensation. • Failure to disclose affiliations can result in commission forfeiture and account termination.

5.2 Consequences for FTC Violations • Groove may withhold commissions if an affiliate is found to be in violation. • Repeat violations can result in permanent removal from the program.

6. AFFILIATE TERMINATION & ACCOUNT REVIEW 6.1 Grounds for Immediate Termination • Fraudulent activity (fake sales, stolen credit cards, etc.). • Consistently high refund rates that indicate bad traffic. • Violation of FTC guidelines or ethical marketing rules. • Attempting to mislead buyers or impersonate Groove.

6.2 Review & Suspension Process • Groove may review an affiliate’s account if suspicious activity is detected. • Affiliates will be notified before termination, except in cases of fraud.

7. GOVERNING LAW, ARBITRATION & LEGAL TERMS

7.1 Governing Law & Jurisdiction • This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. • Any disputes shall be resolved in Boca Raton, Florida.

7.2 Arbitration Clause • All disputes shall be submitted to binding arbitration through the American Arbitration Association (AAA) in Boca Raton, Florida. • Affiliates waive their right to pursue legal action outside of arbitration. • Groove reserves the right to seek injunctive relief in cases involving intellectual property or brand misrepresentation.

8. CONFIDENTIALITY & PRIVACY

8.1 Confidential Information • Affiliates agree not to disclose internal Groove data, including: ◦ Pricing & internal commission structures. ◦ Non-public business strategies & sales data.

8.2 Handling of Customer Data • Affiliates must not share, misuse, or collect personal customer data obtained from Groove sales. • Violations will result in legal action & immediate termination.

9. FINAL TERMS

9.1 Amendments & Updates • Groove reserves the right to update these terms at any time. • Affiliates will be notified of major changes via email. • Continued participation constitutes agreement to updated terms.

9.2 Contact Information For legal inquiries, email: [email protected] For affiliate program support, email: [email protected] By participating in the Groove Affiliate Program, you agree to these terms and conditions.