Affiliate Program Agreement

The AsparaOS Affiliate Program (the "Program") lets approved partners refer appointment-based beauty and grooming businesses ("Referred Customers") to the AsparaOS subscription software platform (the "Platform") using a unique referral code, and earn a commission on subscription revenue those customers actually pay.

Participation is by application and approval only. We may approve or decline any application at our sole discretion, and approval does not create any exclusive territory, quota, minimum-volume guarantee, or promise of any particular level of earnings.

The Program is open to businesses, schools, and individuals aged 18 or older. You must be legally able to enter into contracts and to receive payment in your jurisdiction.

You represent, warrant, and continuously affirm that:

• You are who you claim to be, and every fact in your application — legal name, organization name, contact details, address, taxpayer identification number, and banking details — is true, accurate, complete, and yours to provide.
• You are not impersonating any other person, business, school, or institution, and you are not using a name, logo, or credential you are not authorized to use.
• If you enroll on behalf of an institution, you are authorized by that institution to do so, and to bind it to this Agreement.
• The bank account you provide belongs to you or to the entity you represent, and you are authorized to receive Program payments into it.
• You will keep this information current, and will notify us within 10 days of any change.

We may require documentary verification of your identity, entity status, authority, tax status, or banking details at any time, including before releasing any payment. We may suspend accrual and withhold payment until verification is complete. Providing false, stolen, or borrowed identity or banking information is a material breach, voids all unpaid commission, and may be reported to the relevant authorities.

• We issue you one or more unique referral codes. Codes are licensed to you, not sold, and remain our property.
• First touch wins. A Referred Customer is attributed to the code recorded when their account is created. A business may be attributed to at most one Affiliate, permanently.
• No self-referral. You may not use your own code for accounts you, your employees, your officers, your immediate family, or any entity under your control own or operate. Such accounts earn no commission.
• You may not bid on, register, or use our name or marks in paid search keywords, domain names, subdomains, app names, or social handles.
• You may not obtain attribution through cookie stuffing, forced clicks, hidden frames, redirects, typosquatting, browser extensions, adware, malware, or any other technical means that records a referral the customer did not knowingly make.
• Attribution records maintained by AsparaOS are the authoritative record of referral, and control in the event of any dispute.

We pay you the commission percentage stated in your affiliate portal (the "Rate") on the net subscription amount each Referred Customer actually pays us, for as long as that customer remains subscribed. Commission accrues on cleared payments only.

The following apply, and are the basis on which we calculate every payout:

• No commission on free trials. A trial period transacts no money and therefore earns no commission. Commission begins with the first payment a Referred Customer actually completes.
• Commission follows the money actually received — a discounted, prorated, credited, or partially paid invoice pays a proportionally smaller commission. Taxes, processor fees, and refunds are excluded from the commissionable amount.
• Statements close monthly. Commission is calculated at the end of each calendar month against payments that cleared during that month. A payment that arrives late is credited to the month it actually cleared.
• Clawback. If a payment is refunded, reversed, charged back, or found to be fraudulent, the corresponding commission is reversed and deducted from your next statement. If no further commission is due, you agree to repay the amount on request.
• Rate changes are forward-looking. We may change your Rate with 30 days' written notice. A change never restates a statement already issued.
• Payment. Approved statements are paid to your verified account in U.S. dollars, subject to a minimum payout threshold; amounts below it roll forward. We may withhold payment pending verification, investigation of suspected fraud, or resolution of a dispute.
• Unclaimed or undeliverable payouts are handled in accordance with applicable unclaimed-property law.

You are an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, franchise, or agency relationship. You have no authority to bind AsparaOS, to make commitments on our behalf, to accept money on our behalf, or to hold yourself out as our employee, agent, representative, or reseller.

• You must provide a valid IRS Form W-9 (U.S. persons) or the applicable Form W-8 (non-U.S. persons) and a correct taxpayer identification number before any payment is released.
• Commission payments to U.S. persons of $600 or more in a calendar year are reported on IRS Form 1099-NEC. You are solely responsible for all income, self-employment, and other taxes on amounts you receive.
• We may withhold from payments where required by law, including backup withholding where a TIN is missing or incorrect.

This section is a material term. A breach of it is grounds for immediate termination and forfeiture of unpaid commission. You must not state, imply, or allow anyone acting for you to state or imply, that:

• AsparaOS is required, mandated, or regulated by any government body, state board, licensing authority, accreditor, or industry regulator. AsparaOS is ordinary commercial software. It is not state-regulated, not government-approved, not licensed by any board, and not required by any law, rule, curriculum standard, or licensing requirement.
• Use of AsparaOS is mandatory for any course, program, examination, certification, licensure, graduation, or job placement. If you are a school or instructor, you must not present AsparaOS as a course requirement, a condition of enrollment, completion, grading, externship, or placement, and you must not condition any academic or employment outcome on a student or graduate signing up.
• AsparaOS is endorsed, sponsored, certified, accredited, or affiliated with any state board of cosmetology or barbering, any accrediting body, any government agency, or any third party, unless we have confirmed that relationship in writing.
• Any earnings, revenue, savings, client volume, or business outcome is guaranteed, typical, or assured by using the Platform.
• AsparaOS provides legal, tax, accounting, employment, or regulatory-compliance advice, or that it ensures compliance with any law applicable to a salon.
• Any pricing, feature, integration, availability, or support commitment exists other than as published by us on asparaos.com at the time of the statement.
• You are AsparaOS, or that you speak for AsparaOS. You must not represent yourself as our employee, agent, or official representative, or use an email address, sign-off, or title implying that.

Required disclosure. Wherever you promote AsparaOS, you must clearly and conspicuously disclose your material connection to us — that you earn a commission on signups — in a manner consistent with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255). A disclosure buried in a link, footer, or hashtag block is not sufficient. If you are an educator, you must make this disclosure to students before recommending the Platform.

Students and trainees must be free to decline. Any recommendation you make in an instructional setting must be presented as optional, must not be tied to any grade, credit, or completion requirement, and must not be accompanied by pressure, penalty, or the withholding of any benefit.

You must promote AsparaOS lawfully, honestly, and in a way that would not embarrass a reasonable person if published. You are solely responsible for your marketing and for anyone you engage to perform it.

You must not:

• Send unsolicited bulk or commercial email, SMS, direct messages, faxes, or automated calls. All email marketing must comply with the CAN-SPAM Act; all SMS and voice marketing must comply with the TCPA and carrier rules, including prior express written consent and working opt-out. You may not contact anyone on a do-not-call or do-not-contact list.
• Purchase, rent, scrape, or otherwise acquire contact lists, or market to anyone who has not consented to hear from you.
• Post referral links as unsolicited comments, forum replies, reviews, review-site listings, wiki edits, or social replies, or otherwise spam any community or platform.
• Distribute the referral link or the Platform through malware, adware, spyware, botnets, compromised accounts, hacked sites, pirated software, torrents, or any deceptive download.
• Write, commission, or incentivize fake reviews, fake testimonials, sockpuppet accounts, or astroturfed endorsements, or misrepresent yourself as an ordinary independent user.
• Create or use accounts, identities, devices, or payment instruments to generate signups that are not genuine, or offer cash or cash-equivalent inducements for signups that will not be genuinely used.
• Promote AsparaOS alongside content that is unlawful, defamatory, harassing, discriminatory, sexually explicit, violent, hateful, or that infringes anyone's rights.
• Disparage or make false or misleading comparative claims about AsparaOS competitors.
• Interfere with the Platform, attempt to access accounts or data you are not entitled to, probe or scan our systems, or circumvent any security or rate limit.

You must handle any personal information you collect in connection with the Program — including prospect, student, and salon-owner contact details — lawfully, securely, and in accordance with all applicable privacy laws, including the CCPA/CPRA and, where applicable, the GDPR and FERPA.

• Do not transfer to us any personal information you are not permitted to share, and do not provide us with special-category, biometric, financial-account, or student-education-record data.
• If you are an educational institution, do not disclose personally identifiable information from a student education record to us or use it for Program marketing without the consent required by FERPA or applicable state law.
• You must never ask a Referred Customer for their AsparaOS password, log into their account, or access a salon's client data. Referral does not grant you access to any customer's account or data.
• We do not tell you which businesses your referrals are. The affiliate portal reports counts only — we do not disclose the identity, contact details, subscription status, or billing history of any individual Referred Customer, and you must not ask us to.
• No pressure over subscriptions. You must not contact any business to ask whether they have subscribed, remain subscribed, or have cancelled; must not pressure, incentivise, threaten or harass anyone to start, keep or reinstate a subscription; and must not use anything you learn through the Program to identify or target a business that has cancelled. Your commission depends on their subscription, and that must never become their problem. Breach of this term is grounds for immediate termination and forfeiture of unpaid commission.
• Your use of any data we make available in the affiliate portal is limited to administering your own participation in the Program.
• You must notify us at legal@asparaos.com within 48 hours of any suspected security incident involving Program data or your affiliate credentials.

We process the information you provide in accordance with our Privacy Policy. We store your taxpayer identification number and banking details in encrypted form and disclose them only as needed to pay you, to meet tax-reporting obligations, or as required by law.

We grant you a limited, non-exclusive, non-transferable, revocable license to use the AsparaOS name, logo, and marketing materials we supply, solely to promote the Platform under this Agreement and strictly in accordance with any brand guidelines we provide. This license ends automatically when this Agreement terminates, and you must then remove all use within 10 days.

• Do not alter our marks, combine them with your own into a composite mark, or use them in a way that suggests you are us.
• Do not register any trademark, domain, business name, or social handle containing our marks or a confusingly similar variation.
• We may require you to modify or remove any marketing material at any time, for any reason, and you must comply promptly.
• You retain ownership of your own content; you grant us a non-exclusive license to reference your organization's name and logo as a Program partner.

Non-public information we share with you — commission rates, unreleased features, roadmap, pricing not publicly posted, customer lists, and Program performance data — is confidential. You must not disclose it, and must use it only to participate in the Program. This obligation survives termination by three years, and indefinitely for trade secrets.

We may monitor and audit referral activity, traffic sources, and marketing materials at any time. If we reasonably suspect fraud, self-referral, manufactured signups, prohibited representations, or any other breach, we may suspend your account, freeze accrual, withhold or reverse payment, and require information from you pending investigation.

Commission determined to arise from breach or fraud is forfeited, and any amount already paid on it is repayable to us on demand. Our determination, made reasonably and in good faith, is final for Program purposes; this does not limit your rights under Section 15.

This Agreement begins when we approve your application and continues until terminated. Either party may terminate for convenience at any time on written notice. We may terminate or suspend immediately, without notice, for breach of Sections 2, 6, 7, 8, or 11.

• On termination you must immediately stop using the referral codes, our marks, and all Program materials.
• Commission accrued in good faith before termination is paid on the next regular statement, subject to clawback, verification, and the minimum threshold.
• No commission accrues after termination, including from customers previously attributed to you. There is no residual, trailing, or post-termination entitlement.
• Termination for breach forfeits all unpaid commission.
• Sections 5, 8, 10, 11, 13, 14, 15, and 16 survive termination.

THE PROGRAM AND THE PLATFORM ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We do not warrant that the Program will be uninterrupted or error-free, that tracking will be free of technical failure, or that you will earn any particular amount. We make no representation that participation is suitable or permitted under any rule, policy, accreditation standard, or employment obligation that applies to you — determining that is your responsibility.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ASPARAOS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, OR LOST DATA, ARISING OUT OF OR RELATING TO THE PROGRAM, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSION ACTUALLY PAID TO YOU IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnity. You will defend, indemnify, and hold harmless AsparaOS and its officers, employees, and agents from any claim, demand, loss, liability, penalty, or expense (including reasonable legal fees) arising out of: your marketing or any statement you make about the Platform; your breach of this Agreement, in particular Sections 6 and 7; your violation of CAN-SPAM, the TCPA, FTC endorsement rules, FERPA, or any privacy or consumer-protection law; your misuse of personal information; any claim that you misrepresented your identity or authority; and any claim by a student, trainee, or third party arising from how you presented the Platform to them.

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-law rules. The parties will first attempt to resolve any dispute informally by contacting legal@asparaos.com. Any dispute not resolved within 30 days will be subject to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and each party consents to personal jurisdiction and venue there.

Each party waives any right to a jury trial. Neither party may bring a claim as a class, collective, or representative action. Nothing here prevents either party from seeking injunctive relief to protect its intellectual property or confidential information.

• Changes. We may modify this Agreement by posting an updated version with a new version number and giving you at least 30 days' notice by email or in the affiliate portal. Continuing in the Program after the effective date accepts the new version. If you do not accept, your remedy is to terminate under Section 12.
• Assignment. You may not assign this Agreement without our written consent. We may assign it to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Entire agreement. This Agreement, together with the AsparaOS Terms of Service and Privacy Policy, is the entire agreement between us on this subject and supersedes any prior understanding. Where this Agreement conflicts with the Terms of Service on a Program matter, this Agreement controls.
• Severability & waiver. If any provision is held unenforceable, the rest remains in effect. A failure to enforce any provision is not a waiver of it.
• Notices. To us: legal@asparaos.com or AsparaOS, Rosemead, CA. To you: the email address on your affiliate account, which you must keep current.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

By submitting an affiliate application you acknowledge that you have read and understood this Agreement; that you are who you claim to be and are authorized to enter into it; that you will not spam, deceive, or misrepresent; and specifically that you will never represent AsparaOS as state-regulated, government-approved, or required for any course, certification, or license. We record the version of this Agreement, the date and time of your acceptance, and the IP address it was accepted from, as evidence of that acceptance.