Affiliate Partner Program Agreement

Last Updated: October 1, 2026

SHOSOFT AFFILIATE PARTNER PROGRAM AGREEMENT

IMPORTANT – READ CAREFULLY:

THIS IS A LEGALLY BINDING AGREEMENT. BY CLICKING “ACCEPT” OR A SIMILAR AFFIRMATIVE BUTTON, YOU (ON BEHALF OF THE ENTITY YOU REPRESENT) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, DO NOT CLICK “ACCEPT”.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY REQUIRE THE PARTIES TO RESOLVE CERTAIN DISPUTES THROUGH FINAL AND BINDING ARBITRATION RATHER THAN THROUGH COURT PROCEEDINGS. BY ENTERING INTO THIS AGREEMENT, EACH PARTY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE ARBITRATION PROVISIONS SET FORTH HEREIN AND AGREES TO BE BOUND BY SUCH PROVISIONS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT THIS ELECTRONIC ACCEPTANCE CONSTITUTES A LEGALLY ENFORCEABLE AGREEMENT.

This ShoSoft Affiliate Partner Program Agreement (the “Agreement”) is a legal agreement entered into by and between ShoSoft, Inc. (“ShoSoft”) and you in your individual capacity or you on behalf of a company or other entity as its representative (“You” or “Partner”). Together, Partner and ShoSoft are the “Parties” and individually a “Party”.

1. 1.Purpose. The purpose of this Agreement is to establish the terms and conditions pursuant to which: (a) Partner participates in the ShoSoft Affiliate Partner Program (“Program”), and (b) ShoSoft may compensate Partner for certain referrals as further set out hereunder.

1. 2.Effective Date. Submission of an application or electronic acceptance of this Agreement does not guarantee admission to the Program. This Agreement becomes effective only upon ShoSoft’s written approval of Partner’s application, on the date specified in ShoSoft’s approval notice (the “Effective Date”). ShoSoft may approve or reject any application in its sole discretion. Partner may not promote itself as an approved ShoSoft partner or use any Referral Link until ShoSoft provides its written approval.

1. 3.Referrals; Qualified Lead. Pursuant to the terms of this Agreement, Partner shall be eligible to receive Referral Commissions with respect to a potential customer introduced to ShoSoft by Partner (each, a “Referral”) that qualifies as a Qualified Lead. A “Qualified Lead” means a Referral that satisfies all of the following criteria:
   1. i.The Referral enters into a binding agreement with ShoSoft for the purchase of ShoSoft’s subscription services (“Services”) within sixty (60) days of the Referral by clicking on Partner’s unique referral link (“Referral Link”), which Referral Link shall be used to track Referrals and Qualified Leads for purposes of determining eligibility for Referral Commissions;
   2. ii.The Referral completes at least one (1) full month of paid Services, and ShoSoft has received the applicable subscription fees from such Referral;
   3. iii.The Referral is not an existing customer of ShoSoft, is not in active negotiations with ShoSoft as of the date of submission, and has not previously been referred by another party; and
   4. iv.The Referral is accurately recorded and attributed to Partner through ShoSoft’s designated referral tracking system.

A Referral that uses or subscribes to any free subscription tier is not a Qualified Lead and will not generate any Referral Commissions.

ShoSoft shall determine whether a Referral has met the foregoing criteria and qualifies as a Qualified Lead in its sole discretion.

ShoSoft reserves the right, in its sole discretion, to modify, discontinue, add, or remove subscription plans, pricing, tiers, trial or free offerings, and eligibility requirements for Qualified Leads and Referral Commissions; provided that any such modification will apply prospectively and will not affect Referral Commissions already earned under this Agreement.

For clarity, a Referral will be attributed to Partner only if the prospective customer uses Partner’s valid Referral Link and ShoSoft’s referral tracking system records the referral within the applicable sixty (60) day attribution period. ShoSoft is not responsible for tracking failures resulting from deleted or blocked cookies, privacy settings, use of multiple devices or browsers, inaccurate information, or a prospective customer’s failure to use the Referral Link. If a prospective customer is associated with more than one referral source, ShoSoft’s records will determine attribution based on the first valid referral recorded by ShoSoft, absent manifest error.

For clarity, satisfaction of the requirements for a Qualified Lead does not, by itself, entitle Partner to any Referral Commissions, which shall be earned and payable in accordance with Section 4 (Referral Commissions; Payment).

1. 4.Referral Commissions; Payment.
   1. a.Referral Commissions.
      1. i.ShoSoft shall pay Partner a commission equal to twenty percent (20%) of Qualified Subscription Fees (“Referral Commissions”). “Qualified Subscription Fees” means recurring monthly subscription service fees actually received and retained by ShoSoft from a Qualified Lead, and expressly excludes trial licenses, free subscription tiers, onboarding or implementation fees, professional services fees, one-time charges, and any taxes, credits, refunds, chargebacks, or similar adjustments. No Referral Commissions shall be payable on any of the foregoing exclusions.
      2. ii.Referral Commissions shall be payable only for the first twelve (12) months of subscription fees actually paid by a Qualified Lead following such customer’s initial activation of paid Services. Unless otherwise expressly agreed in writing by ShoSoft, no Referral Commissions shall be payable for self-referrals and any renewals, extensions, upgrades, or additional purchases beyond the initial twelve (12)-month period.
   2. b.Payment of Referral Commissions.
      1. i.Referral Commissions are earned only after: (a) the Referral satisfies all requirements to become a Qualified Lead; (b) ShoSoft receives the applicable Qualified Subscription Fees in cleared funds; (c) any applicable refund, cancellation, or chargeback period has expired; and (d) Partner remains in material compliance with this Agreement. No Referral Commission is earned merely because a Referral Link was used, an agreement was signed, an invoice was issued, or payment was initiated.
      2. ii.Earned Referral Commissions will generally be processed during the calendar month following the month in which they are earned through ShoSoft’s designated third-party referral platform. Processing dates are administrative targets and are not guaranteed payment dates.
   3. c.Tracking. ShoSoft’s systems and records, including any third-party referral tracking platform used by ShoSoft, shall be controlling for purposes of determining Referrals, Qualified Leads, Qualified Subscription Fees, and Referral Commissions, and shall be final and binding on the Parties absent manifest error.
   4. d.ShoSoft may withhold, offset, or recover any paid Referral Commissions in the event of:
      1. i.Any refund, credit, or reversal of Qualified Subscription Fees;
      2. ii.Fraudulent, deceptive, or improperly submitted Referrals;
      3. iii.Any material breach of this Agreement by Partner, including misrepresentation of ShoSoft’s Services; or
      4. iv.Any overpayment or other manifest calculation or processing error.

1. 5.Duties and Obligations.
   1. a.Partner agrees to:
      1. i.Actively promote and market ShoSoft’s Services to prospective customers.
      2. ii.Provide each prospective customer with the designated unique Referral Link in connection with its referral activities.
      3. iii.Not interfere with ShoSoft’s pricing, contracting, or negotiations with any Referral, all of which shall remain under ShoSoft’s sole control.
      4. iv.Upon ShoSoft’s reasonable request, provide summary information regarding Partner’s referral activities and promotional efforts, including general descriptions of marketing channels used, outreach efforts undertaken, and performance metrics reasonably available to Partner.
      5. v.Ensure all information provided regarding each Referral is accurate, complete, and not misleading.
      6. vi.Refrain from making any representations, warranties, guarantees, or commitments on behalf of ShoSoft, or otherwise binding ShoSoft in any manner.
      7. vii.Not engage in any fraudulent, deceptive, or abusive practices intended to manipulate or inflate the number of Referrals, the likelihood of conversion into a Qualified Lead, or any resulting Qualified Subscription Fees.
      8. viii.Not engage in any activity that could reasonably be expected to harm ShoSoft’s reputation, business, or goodwill.
      9. ix.Not make any knowingly false, defamatory, deceptive, or misleading statement about ShoSoft or its Services.
      10. x.Conduct all activities under this Agreement in compliance with all applicable laws, rules, and regulations, including those relating to marketing, advertising, data privacy, and anti-spam.
      11. xi.Clearly and conspicuously disclose that it may earn a commission from ShoSoft for purchases made through Partner's Referral Link whenever Partner promotes, recommends, reviews, or endorses ShoSoft or its Services. Such disclosure must appear in close proximity to the applicable endorsement or Referral Link and be reasonably noticeable and understandable to the intended audience.
   2. b.ShoSoft agrees to:
      1. i.Provide Partner with a unique Referral Link for use in connection with Partner’s referral activities under this Agreement.
      2. ii.Evaluate each submitted Referral and notify Partner in writing (including via any third-party referral tracking platform used by ShoSoft) if such Referral qualifies as a Qualified Lead. ShoSoft shall have no obligation to accept any Referral and may reject any Referral that does not meet the requirements set out in this Agreement.
      3. iii.Provide to potential customers demos of ShoSoft’s Services.
      4. iv.Pay Partner Referral Commissions in accordance with Section 4 (Referral Commissions; Payment.)
      5. v.In ShoSoft’s discretion, identify or feature Partner as a participant in the Program in ShoSoft’s client-facing materials or on its website.

1. 6.Confidentiality.
   1. a.“Confidential Information” is hereby defined as: (i) any information in whatever form or medium that is proprietary or confidential to the disclosing Party; and (ii) which is disclosed to the recipient Party by the disclosing Party or its representatives, or otherwise obtained by the receiving Party. Confidential Information shall not include information that (A) is or becomes publicly available other than as the result of a disclosure in breach hereof, (B) becomes available to the receiving Party on a nonconfidential basis from a source not under obligations of confidentiality, (C) is already known by the receiving Party without any obligation of confidentiality with respect thereto, or (D) is developed by the receiving Party independent of any disclosures of such information to the receiving Party.
   2. b.Duties. Neither Party (nor any of its representatives) shall use or reproduce the Confidential Information of the other Party for any reason other than as reasonably necessary to perform its respective duties and obligations under this Agreement subject to and limited by the terms and conditions in this Agreement. Except as specifically permitted in this Agreement or with the prior express written permission, the Parties shall not disclose, allow access to, transmit, transfer or otherwise make available any Confidential Information of the other Party, to any third party, except as necessary to perform hereunder, provided that either Party may disclose Confidential Information to its personnel who are involved in performing this Agreement, have a need to know, and who are bound by obligations of confidentiality no less restrictive than the obligations stated herein. Each Party will use at least the same degree of care as it employs in maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable degree of care. Notwithstanding the foregoing, the Parties may disclose Confidential Information if and only to the extent it is required to do so by law provided that the Party gives the other Party sufficient notice to enable the other Party to seek an order limiting or precluding such disclosure.
   3. c.Survival. The obligations of non-use and confidentiality stated herein shall survive for five (5) years from the date of disclosure hereunder (except for trade secrets, which shall remain subject to the terms of this Section for so long as such information constitutes a trade secret under applicable law).

1. 7.Intellectual Property.
   1. a.Intellectual Property Rights. Partner acknowledges that ShoSoft owns and retains all rights, title, and interest in its intellectual property, including the Services and all intellectual property rights therein. Nothing in this Agreement gives Partner any right, title, or interest in any of ShoSoft’s intellectual property, including the Services or any associated trademarks.
   2. b.Names; Marketing. During the Term, subject to this Agreement and ShoSoft’s brand guidelines, ShoSoft grants Partner a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to use ShoSoft-approved names, logos, Referral Links, and marketing materials solely to promote ShoSoft under the Program. Partner may not modify those materials or create derivative materials without ShoSoft’s prior written approval. All goodwill arising from use of ShoSoft’s marks inures solely to ShoSoft. ShoSoft may revoke this license at any time.

1. 8.Term and Termination.
   1. a.Term. This Agreement commences on the Effective Date and continues until terminated in accordance with this Section.
   2. b.Termination.
      1. i.Termination for Convenience: Either Party may terminate this Agreement for convenience upon providing thirty (30) days’ prior written notice to the other Party.
      2. ii.Termination for Cause: ShoSoft may terminate this Agreement immediately upon written notice if Partner:
         1. 1.breaches any material term or condition of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of the same;
         2. 2.becomes the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization, liquidation, dissolution, receivership, or similar proceeding, or otherwise ceases to do business;
         3. 3.fails to comply with any applicable laws or regulations;
         4. 4.takes any actions that may, in ShoSoft’s sole determination, harm the reputation or business of ShoSoft;
         5. 5.engages in fraud, deceptive marketing, unauthorized use of ShoSoft’s intellectual property or Services, or conduct that threatens ShoSoft’s systems, reputation, business, or goodwill; or
         6. 6.provides materially false or misleading information in its Program application or referral submissions.
      3. iii.Effect of Termination: Upon termination: (a) all rights granted to Partner immediately cease; (b) Partner must discontinue promotion of ShoSoft and must remove ShoSoft marks, Referral Links, and Program materials; and (c) Partner is entitled only to Referral Commissions earned before the effective date of termination. No Referral Commission will be earned or payable with respect to amounts received after termination, even if the Referral was submitted before termination, unless ShoSoft expressly agrees otherwise in writing. If ShoSoft terminates for fraud, unlawful conduct, or material breach, ShoSoft may disqualify affected Referrals and withhold unpaid Referral Commissions arising from or related to such conduct.
   3. c.Survival. Each Party is responsible for any obligations to the other Party that arose prior to any termination or expiration of this Agreement. In addition, except as otherwise expressly provided in this Agreement, any provisions that by their nature are intended to survive termination or expiration will survive, including, without limitation, Section 6 (Confidentiality), Section 7 (Intellectual Property), Section 8(b)(iii) (Effect of Termination), Section 8(c) (Survival), Section 9 (Limitation of Liability; Indemnification), and Section 10 (General).

1. 9.Limitation of Liability; Indemnification.
   1. i.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:
      1. 1.EXCEPT FOR PARTNER’S INDEMNIFICATION OBLIGATIONS SET OUT IN SECTION 9(i)(1)(ii), NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER PARTY FOR (I) INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR (II) LOST PROFITS, REVENUE OR EARNINGS, BUSINESS INTERRUPTION, OR FAILURE TO REALIZE EXPECTED SAVINGS, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
      2. 2.SHOSOFT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE) WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT OF REFERRAL COMMISSIONS PAID TO PARTNER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR SERIES OF RELATED INCIDENTS; OR (B) ONE HUNDRED U.S. DOLLARS ($100).
      3. 3.THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
   2. ii.Indemnification. Partner shall defend, indemnify, and hold harmless ShoSoft and its officers, directors, employees, consultants, affiliates, and agents from and against third-party claims, damages, liabilities, penalties, costs, and reasonable attorneys’ fees arising from or relating to: (a) Partner’s marketing or referral activities; (b) Partner’s breach of this Agreement; (c) Partner’s violation of applicable law; or (d) Partner’s negligence, fraud, or willful misconduct. If ShoSoft seeks to enforce an indemnity under this Agreement, it must promptly notify Partner of the applicable claim and allow Partner to assume control of the defense and settlement of such claim. ShoSoft agrees to reasonably cooperate with Partner in the defense and settlement, at Partner’s expense. Partner will control the defense and settlement at its expense, but will not enter into any settlement that imposes any obligation on Partner (other than payment of money, which Partner must pay) without ShoSoft’s prior written consent (not to be unreasonably withheld or delayed). ShoSoft’s delay or failure to provide prompt notice will not relieve Partner of its indemnification obligations, except to the extent Partner is materially prejudiced by such delay or failure.

1. 10.General.
   1. a.Governing Law and Venue. This Agreement and any disputes arising under it will be governed by the laws of the State of California, without regard to its conflict of laws principles, and each Party consents to the personal jurisdiction and venue of the state or federal courts located in Los Angeles, California, for purposes of enforcing this Agreement or any arbitration award. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
   2. b.Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement, including its formation, existence, validity, interpretation, performance, breach, or termination (each, a “Dispute”), shall be resolved by final and binding arbitration in Los Angeles, California before a single arbitrator. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect, which are deemed incorporated herein by reference, except as modified herein. The arbitrator shall be selected in accordance with such rules. The arbitrator shall have exclusive authority to resolve any Dispute, including any question regarding the existence, validity, scope, or enforceability of this arbitration provision (including any claim that all or any part of this provision is void or voidable). The arbitrator shall have the authority to grant any remedy or relief that would be available in a court of competent jurisdiction and shall issue a reasoned, written award. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction, including the state and federal courts located in Los Angeles, California. The arbitration proceedings, including the existence of the Dispute and any award, shall be deemed Confidential Information of the Parties, except as required for enforcement of the award or as otherwise required by law. Nothing in this Section prevents either Party from seeking temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened harm, including infringement or misappropriation of intellectual property or breach of confidentiality obligations.
   3. c.Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including, without limitation, acts of God, natural disasters, epidemic or pandemic, war, terrorism, riot or civil unrest, labor disputes or strikes (other than those involving such Party’s own personnel), failure or interruption of utilities or telecommunications services, failures of third-party service providers, or denial-of-service attacks or other malicious cyber events (each, a “Force Majeure Event”). The affected Party shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as reasonably practicable, and shall provide prompt notice to the other Party of the occurrence of such Event. If a Force Majeure Event continues for a period of thirty (30) days or more, either Party may terminate this Agreement upon written notice to the other Party without liability, except for obligations accrued prior to the effective date of termination, including any outstanding payment obligations.
   4. d.Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, ShoSoft may assign this Agreement in its entirety without Partner’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or business to which this Agreement relates.
   5. e.Notices. Any notice, request, demand or other communication required or permitted under this Agreement shall be in writing and delivered by hand or sent by registered mail or courier, effective on the date of receipt, addressed as follows: if to Partner, at the address supplied to ShoSoft by Partner and, if to ShoSoft, addressed to: ShoSoft, Inc. at 1933 S. Broadway, Los Angeles, CA 90007, Attention: Legal Department, or to: notice@shosoft.ai. A Party may from time-to-time change its address by notice in writing to the other Party delivered hereunder. In addition, ShoSoft may, at its option, deliver the foregoing notice or other communication to an email address provided by Partner to ShoSoft, which shall be effective and deemed delivered when transmitted.
   6. f.Entire Agreement; Order of Precedence. This Agreement is the entire agreement between Partner and ShoSoft regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the waiver is to be asserted.
   7. g.Privacy.
      1. i.Partner acknowledges that, in connection with the submission of Referrals and the operation of the Program, ShoSoft may collect, receive, and process information relating to Referrals, including contact information and referral activity data (“Referral Data”). ShoSoft will process Referral Data substantially in accordance with its then-current privacy policy, as made available on ShoSoft’s website (the “Privacy Policy”), which may be updated from time to time in ShoSoft’s discretion. Partner acknowledges that ShoSoft’s Privacy Policy governs ShoSoft’s collection, use, and disclosure of Referral Data.
      2. ii.Partner represents and warrants that it has provided all notices and obtained all consents, authorizations, and permissions required under applicable law (including data privacy and anti-spam laws) prior to submitting any Referral or providing Referral Data to ShoSoft, and that such Referral Data has been collected and disclosed to ShoSoft lawfully. Partner represents and warrants that it will not provide ShoSoft with any personal information, payment card information, government-issued identification numbers, or other information requiring heightened protection under applicable law unless expressly requested by ShoSoft in writing.
      3. iii.Partner acknowledges that ShoSoft may use third-party service providers in connection with the administration of the Program, including referral tracking, payment processing, communications, analytics, and other services, and that such third-party service providers may process Referral Data on ShoSoft’s behalf.
   8. h.Relationship of the Parties. The Parties act as independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, or fiduciary relationship.
   9. i.Interpretation and Language. Headings are inserted herein for convenience only and do not form part of this Agreement. As used herein: (i) “days” means calendar days; and (ii) “include” and “including” are not limiting.
   10. j.Publicity. ShoSoft may use Partner’s name, logo, and trademarks to identify Partner as a Partner of ShoSoft on ShoSoft’s website and in its marketing, promotional materials, and communications. Any such use shall comply with Partner’s trademark usage guidelines, if any are provided to ShoSoft in writing.
   11. k.Waiver. No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
   12. l.Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.