Affiliate Marketing Agreement

AFFILIATE MARKETING AGREEMENT
GROOVE AFFILIATE PROGRAM AGREEMENT (Groove Digital, LLC)
Effective Date: January 28, 2026
Last Updated: January 1, 2026

This Affiliate Marketing Agreement (the “Agreement”) is entered into by and between Groove Digital, LLC (“Groove,” “we,” “us,” or “our”) and you (“Affiliate,” “you,” or “your”). This Agreement governs your participation in the Groove Affiliate Program (the “Program”) for the Groove product suite, including GrooveSell, GroovePages, GrooveMail, and all other Groove Digital, LLC software, applications, websites, and related services (collectively, the “Products” or “Groove Suite”).
By applying to, enrolling in, accessing, or participating in the Program, you agree to be bound by this Agreement and any applicable Groove terms, policies, and guidelines made available to you in connection with the Products and the Program. If there is a conflict, this Agreement controls for Program-specific matters.

Company Address:
Groove Digital, LLC
200 E Palmetto Park Road
Boca Raton, FL 33432
Program Contact Email: [email protected]

1) Definitions
Affiliate Link: A unique tracking link or identifier assigned to you for referral tracking.
Customer: An end user who purchases a Product through a tracked referral.
Buyer: A unique purchasing customer (individual or entity) associated with a Sale, as determined by Groove (including through billing identity, payment method, account identity, and anti-fraud controls).
Sale: A single Product purchase transaction or a single enrollment into a paid subscription or monthly payment plan for a Product (i.e., the initial purchase or initial plan enrollment). A Sale is not each individual installment payment, subscription renewal charge, or monthly payment made under that purchase or plan.
Qualified Sale: A Sale that meets all requirements in Section 3 (including the 2-Sale Minimum per Product, full payment/collection requirements, and clearance of holding periods and reviews).
Net Sales: The actual amount received by Groove for a Sale after deducting refunds, chargebacks, unpaid installments, payment processing fees, discounts, credits applied, taxes (if collected and remitted), and any other offsets or reversals.
Commission: A percentage of Net Sales payable to Affiliate as set forth in Section 3, if eligible.
Installment Sale: A purchase paid over time, including payment plans or subscriptions where multiple payments are required for the initial purchase price.
Clawback: Groove’s right to reverse, withhold, recover, or offset Commissions previously paid, as described in this Agreement.
Confidential Information: Non-public information relating to Groove, the Program, payouts, commissions, conversion rates, internal operations, strategies, customer lists, pricing, and any Program metrics not made public by Groove.

2) Program Enrollment; Eligibility
2.1 Enrollment. Groove may accept or reject any application for any reason. Participation is not guaranteed.
2.2 Account Requirement. You must maintain an active account in good standing to participate.
2.3 Automatic Affiliate Status. Groove may offer automatic enrollment for certain customers (including free or paid customers) at Groove’s discretion; eligibility to receive payouts still requires compliance with this Agreement.
2.4 Tax and Payment Details. You must provide accurate payout and tax information before receiving any payments. Groove may withhold payments until required information is provided.

3) Commission Structure, Eligibility, and Payout Terms
3.1 Commission Rates. Commission rates may vary by Product and may be recurring or non-recurring as specified by Groove at the time of offer. Commissions may range from 5% to 40% of Net Sales, depending on the Product, promotion, or offer.
3.2 Minimum Sales Requirement Per Product (2-Sale Minimum). No Commission will be earned or payable on a Product unless at least two (2) separate Buyers complete at least two (2) separate Sales of that same Product through your Affiliate Link (the “2-Sale Minimum”). For clarity, multiple payments under a single subscription or monthly payment plan count as one (1) Sale, not multiple Sales. For example, a customer who makes ten (10) monthly payments under a single plan is one (1) Sale for purposes of the 2-Sale Minimum. Groove’s determination of whether Sales are separate (including whether Buyers are separate) is final.
3.3 Net Sales Basis. All Commissions are calculated on Net Sales only. Groove’s internal Net Sales calculation is final.
3.4 Installment Sales; Completion Requirement. For Installment Sales, Commissions are not earned or payable unless and until all required payments are successfully completed and fully collected by Groove. Groove may, in its sole discretion, release partial Commission payments before full completion; any such payments are provisional and subject to Clawback.
3.5 Holding Period and Payment Timing.
Groove applies a holding period of 45 days from the date of the Sale (or longer where required for installment completion, fraud review, compliance review, chargeback risk, or operational needs).
Payouts are typically processed between days 45–60 from the original Sale date for Qualified Sales that have cleared applicable holding periods and reviews.
Groove may delay payouts if payout information is incomplete or for risk management, fraud prevention, compliance review, or operational reasons.
3.6 Refunds, Chargebacks, and Clawbacks.
Sales that are refunded or charged back do not earn Commissions.
If a refund or chargeback occurs after a Commission payout, Groove may claw back the Commission amount.
Groove may recover clawback amounts by requiring repayment and/or offsetting against current or future Commissions.
3.7 Platform Notifications Not Final. Any dashboard amounts, email confirmations, or automated notifications relating to Commissions are provisional and may be inaccurate. They do not guarantee payment.
3.8 Groove Discretion; No Guaranteed Commission. Groove reserves the right to withhold, reduce, deny, or decline to pay any Commission on any Sale for any reason, including suspected fraud, compliance concerns, refunds/chargebacks, customer disputes, attribution uncertainty, Program abuse, violations of this Agreement, or business considerations. Groove’s determination is final.
3.9 Affiliate-Customer Refund/Chargeback Consequences. If an Affiliate is also a customer and files a chargeback or requests a refund for a previous purchase, Groove may, in its discretion, remove that Affiliate from the Program and/or deny or forfeit unpaid Commissions.
3.10 Forfeiture Upon Removal. If you are removed from the Program, you forfeit any remaining unpaid Commissions, except where prohibited by law.
3.11 Negative Balances; Offsets; Suspension for Amounts Owed. If at any time amounts owed by you to Groove (including due to refunds, chargebacks, clawbacks, disputes, fees, or other offsets) exceed Commissions payable to you, you will have a negative balance (“Negative Balance”). Groove may, in its sole discretion:
Offset the Negative Balance against any current or future Commissions, payouts, credits, or other amounts otherwise payable to you;
Withhold any payouts until the Negative Balance is resolved;
Require you to repay the Negative Balance upon demand; and/or
Restrict, suspend, disable, or shut down your access to the Program and/or the Products (including your affiliate portal, any workspace/tenant, and any websites, funnels, pages, features, or software experiences created, hosted, or operated within Groove products or any Groove-controlled systems) until the Negative Balance is fully satisfied.
You authorize Groove to apply any amounts otherwise payable to you toward the Negative Balance. Groove’s determination of the existence and amount of any Negative Balance is final.
3.12 Payout Minimum Threshold. Groove may require a minimum payout threshold of $200 USD before issuing payouts. Amounts below the threshold will roll over to the next payout period until the threshold is met (subject to offsets, holding periods, compliance reviews, and this Agreement).
3.13 Errors; Adjustments. Groove may correct tracking, pricing, attribution, Commission, or payout errors at any time, including retroactively. If an overpayment occurs, Groove may recover it via clawback, offset, withholding, or repayment demand.
3.14 Risk Review; Extended Holds; Restrictions. Groove may place your account under review, extend holding periods, restrict payouts, limit Program access, or impose additional requirements if your traffic quality, complaint rate, opt-out rate, refund rate, or chargeback rate is elevated or indicates potential fraud, abuse, or non-compliance, as determined by Groove in its sole discretion.

4) Recurring Commissions (If Offered)
If Groove designates a Product as eligible for recurring Commissions, recurring Commissions (if any) apply only while: (a) the Customer remains active and paying, (b) the Customer’s payments are fully collected, (c) Net Sales remain positive after offsets, and (d) you remain eligible and in compliance with this Agreement. Groove may modify or discontinue recurring Commission eligibility for any Product at any time.

5) Prohibited Practices; Fraud; Abuse; No Circumvention
You agree not to engage in any deceptive, fraudulent, or abusive practices, including:
Spam or unsolicited bulk messaging.
Cookie stuffing, forced clicks, misleading redirects, or unauthorized tracking manipulation.
Fraudulent transactions, including self-referrals intended to generate Commissions, use of stolen cards, or fake leads.
Misrepresentation of Products, pricing, outcomes, testimonials, earnings, or guarantees.
Incentivized rebates to buyers unless explicitly permitted by Groove in writing.
Negative marketing designed to harm Groove, including labeling Products as scams or otherwise disparaging Products to drive conversions through fear or deception.
Gaming the system to qualify for prizes or payouts, including artificial purchases.
Marketing or content involving adult content, gambling, high-risk regulated services, alcohol, tobacco, or anything illegal, or any other restricted content prohibited by Groove.

5.1 No Self-Referral (Account Shutdown Risk). You may not earn Commissions on purchases made by you, your household, your employees/contractors, your entity, or anyone using your payment method or accounts, or on transactions Groove reasonably determines are self-referrals or intended to circumvent Program rules. Violation may result in withheld Commissions, clawbacks, removal from the Program, and/or account suspension or shutdown.
5.2 No Circumvention of Program Controls. You may not attempt to evade or circumvent holding periods, verification steps, chargeback buffers, payout minimums, compliance reviews, tracking controls, or any other Program controls. Attempted circumvention may result in withheld Commissions, clawbacks, removal from the Program, and/or account suspension or shutdown.
Groove may withhold Commissions and remove you from the Program for any violation.

6) FTC and Advertising Compliance
6.1 Required Disclosures. You must clearly and conspicuously disclose your affiliate relationship in all promotions, including on social media (e.g., “#ad” or “Sponsored”) and in written/video content where required.
6.2 Compliance Responsibility. You are solely responsible for compliance with all applicable advertising, consumer protection, and endorsement laws and guidelines, including FTC rules.
6.3 Consequences. Groove may withhold Commissions and remove you from the Program for violations.

7) Confidentiality; Non-Disclosure of Earnings
7.1 Confidential Information. You agree to keep Confidential Information confidential and not to disclose it to any third party without Groove’s prior written consent.
7.2 No Public Discussion of Earnings or Payment Details. You agree that you will not publicly discuss, publish, or share your earnings, Commission amounts, payout details, screenshots, or other Program payment information, except where disclosure is required by law. Violation may result in immediate removal from the Program and forfeiture of unpaid Commissions as permitted by law.

8) Program Removal; Termination; Inactivity; Suspension for Amounts Owed
8.1 Removal at Will. Groove may remove any Affiliate from the Program for any reason or no reason, at any time, in Groove’s sole discretion.
8.2 Immediate Termination Grounds. Groove may immediately terminate participation for fraud, abuse, compliance violations, high refund/chargeback rates, brand misrepresentation, prohibited marketing practices, violation of this Agreement, or other conduct Groove determines is harmful or risky.

8.3 Defamation and Harmful Conduct. Defamation of Groove or the Products, or conduct intended to harm Groove’s reputation, may result in removal from the Program and/or account restriction.
8.4 Inactivity. Groove may deactivate accounts that have been inactive (no clicks, sales, or logins) for 12 consecutive months. Unpaid Commissions may be forfeited upon deactivation if not claimed within 12 months, to the extent permitted by law.
8.5 Suspension for Amounts Owed. Groove may restrict, suspend, disable, or shut down your participation in the Program and/or your access to the Products if you have a Negative Balance or otherwise owe money to Groove, until all outstanding amounts are paid in full.
8.6 Non-Disparagement / Defamation. You agree not to make false, misleading, or defamatory statements about Groove, the Program, or any Products. Groove may remove you from the Program and/or suspend or shut down accounts for violations.

9) Referral Attribution; Tracking
9.1 Tracking Dependency. Commission eligibility depends on accurate tracking. You are responsible for using the correct Affiliate Link and ensuring your promotions do not interfere with tracking.
9.2 Attribution Decisions. Groove’s tracking, attribution, and anti-fraud determinations are final.
9.3 No Circumvention. You may not attempt to manipulate or override tracking.

10) Intellectual Property; Brand Use
10.1 License. Groove grants you a limited, revocable, non-exclusive, non-transferable license to use Groove-provided affiliate marketing materials solely to promote Products under this Agreement.
10.2 Restrictions. You may not (a) register domains, social handles, or ads using Groove trademarks or confusingly similar names, (b) create misleading “official” pages, or (c) imply you are Groove or an employee/agent of Groove.
10.3 Revocation. Groove may revoke permission to use marketing materials at any time.

11) Disclaimers
THE PROGRAM AND ALL COMMISSION OPPORTUNITIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GROOVE MAKES NO WARRANTIES REGARDING TRACKING, PAYOUT TIMING, PROGRAM AVAILABILITY, OR ANY PARTICULAR EARNINGS.

12) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GROOVE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PROGRAM.
GROOVE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM WILL NOT EXCEED $100.

13) Indemnification
You agree to defend, indemnify, and hold harmless Groove and its affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your promotions or marketing, (b) your breach of this Agreement, (c) your violation of law, or (d) your content or statements about Groove or the Products.

14) Governing Law; Arbitration; No Class Actions; Venue
14.1 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict of laws principles, except to the extent prohibited by applicable law.
14.2 Binding Arbitration. Except for claims that may be brought in small claims court (if eligible) or claims for injunctive or equitable relief relating to intellectual property or brand misuse, you and Groove agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Program will be resolved by binding arbitration.
14.3 No Class Actions. You and Groove agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any representative or class proceeding.
14.4 Location and Venue. Arbitration (and any permitted court proceedings) will take place in Palm Beach County, Florida, and you consent to personal jurisdiction there.
14.5 Opt-Out of Arbitration. You may opt out of arbitration by sending an email to [email protected] within 30 days of first accepting this Agreement, with the subject line “Arbitration Opt-Out,” and your name and the email address associated with your Affiliate account.

15) Entire Agreement
This Agreement constitutes the entire agreement between you and Groove regarding the Program and supersedes any prior or contemporaneous affiliate or referral terms, communications, or understandings relating to the Program.

16) Survival
Sections that by their nature should survive termination will survive, including (without limitation) confidentiality, non-disclosure of earnings, clawbacks/offsets/Negative Balance obligations, disclaimers, limitation of liability, indemnification, dispute resolution, and any payment-related provisions.

17) Changes to This Agreement
Groove may update this Agreement at any time. Continued participation in the Program after an update becomes effective constitutes acceptance of the updated Agreement.

18) Contact
Groove Digital, LLC
200 E Palmetto Park Road
Boca Raton, FL 33414
Email: [email protected]