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 • Eligibility Requirements: Commissions are paid ONLY after an affiliate achieves 2 valid sales of the same product For installment sales, ALL payments must be completed for commission eligibility Affiliates must provide valid tax and payment information before receiving any payouts. •Payment Schedule:Commissions are paid monthly following a 45-day holding period (30-day refund period + 15-day chargeback buffer) Payouts are processed between days 45-60 from the original sale date Only sales that have cleared the full buffer period are eligible for payout. •Critical Disclaimers:PLATFORM NOTIFICATIONS ARE NOT FINAL: Email confirmations and commission notifications sent by the Groove Platform are PROVISIONAL and may be inaccurate. These automated messages do not guarantee commission payment. • PROVISIONAL EARNINGS: The Groove Platform may display "earned" commissions before they are finalized. These figures are provisional and will be adjusted for: Refunds Chargebacks Incomplete, failed, or unpaid installment payments Payment processing fees Applied discounts. • INSTALLMENT SALES & CLAWBACK RIGHTS: Groove may, at its sole discretion, pay commissions before all installments are collected HOWEVER, Groove reserves the absolute right to CLAWBACK (recover) any commissions paid if: The buyer fails to complete all scheduled payments Any installment payment fails or is reversed The sale does not result in full payment collection By accepting commission payments, affiliates agree to immediately repay any clawbacked amounts upon demand Groove may offset clawback amounts against future commissions. • NET SALES DEFINITION: Commissions are calculated based on Net Sales only. Net Sales equals the actual amount received by Groove AFTER deducting all refunds, chargebacks, unpaid installments, payment processing fees, and discounts. All commission and prize eligibility is determined strictly by net sales figures.

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.

2.4 Installment & Partial Payments • Commissions are not earned or payable unless a customer completes all installment payments associated with their purchase. • A sale is considered valid and commissionable only when full payment has been received by Groove. • At its sole discretion, Groove may choose to release partial commission payments based on individual installment receipts; however, such payments are provisional and subject to clawback if the customer fails to complete the remaining installment payments. • Groove reserves the right to reclaim any paid commissions on sales that are not fully completed or are refunded or charged back at any time.

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.• Groove reserves the right to deactivate accounts that have been inactive (no clicks, sales, or logins) for 12 consecutive months. Any unpaid commissions may be forfeited upon deactivation if not claimed within 12 months.

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.