Partner Agreement

1. Participation in the program

The GetJacked partner program allows approved partners to promote the GetJacked app and refer merchants in exchange for commissions under this Agreement and the compensation terms displayed in their Portal.

Participation is subject to GetJacked’s approval. You must provide accurate registration, tax, and payment information, keep that information current, and protect your account credentials. You are responsible for activity under your account.

This relationship is nonexclusive. Neither party is required to provide a minimum number of referrals, and GetJacked does not guarantee earnings.

2. Qualified referrals and attribution

A “Qualified Merchant” is a merchant that:

• Is first referred by you through your assigned referral link or another referral method accepted by GetJacked;
• Is not already a GetJacked merchant or an existing documented sales opportunity, unless GetJacked approves otherwise in writing;
• Is accepted by GetJacked and activates the app or applicable services; and
• Meets any additional eligibility requirements disclosed in your Portal before the referral.

Credit belongs to the first valid referral recorded and accepted by GetJacked. Duplicate referrals, self-referrals, fraudulent referrals, and referrals generated through prohibited conduct do not qualify unless expressly approved in writing.

You must use referral methods provided or approved by GetJacked. GetJacked will determine attribution reasonably and in good faith using its tracking records and available supporting evidence. Tracking manipulation, cookie stuffing, forced clicks, and attempts to claim another partner’s referrals are prohibited.

3. Commissions and net revenue

Your commission rate and any applicable commission period or additional compensation conditions are stated in your Portal (“Compensation Terms”) and incorporated into this Agreement.

Unless your Compensation Terms expressly provide otherwise, commissions are calculated as a percentage of Net Revenue attributable to your Qualified Merchants.

“Net Revenue” means revenue actually received by GetJacked from a Qualified Merchant’s use of the app or associated monetization services, less:

• Shopper rewards, credits, gift cards, and other reward funding;
• Merchant payouts and revenue shares;
• Refunds, chargebacks, reversals, and credits;
• Applicable transaction taxes, excluding GetJacked’s income taxes; and
• Direct operational costs attributable to generating, processing, or delivering that revenue, including applicable third-party platform, processing, fulfillment, and service costs.

Deductions will be applied consistently and in good faith, without counting the same amount twice. General corporate overhead unrelated to the applicable revenue is excluded. Partner commissions under this Agreement are not deducted when calculating their own commission base.

No commission is earned on revenue GetJacked has not received. Portal figures may be estimates until reconciled.

Unless your Compensation Terms expressly state a different duration, commissions continue for as long as the Qualified Merchant remains active and generates eligible Net Revenue, subject to the good-standing and termination provisions below.

4. Payment

Commissions are paid monthly by ACH or wire, subject to a minimum payable balance of $250.

Once your payable balance reaches $250, eligible commissions will be paid within 30 days after GetJacked receives the underlying revenue. Amounts previously carried forward will be paid within 30 days after the threshold is reached. Balances below $250 carry forward without expiration, subject to lawful adjustments under this Agreement.

Payment requires complete and valid payment and tax information. If payment cannot be completed because that information is missing or incorrect, GetJacked may defer payment until the issue is resolved.

You are responsible for your taxes and any fees imposed by your receiving bank. GetJacked may make legally required tax deductions or withholding.

GetJacked may correct calculation errors and offset previously overpaid commissions against future payments. GetJacked may temporarily withhold reasonably disputed amounts while investigating suspected fraud or a material violation, but will not withhold unrelated, undisputed amounts on that basis.

You must notify GetJacked of any statement discrepancy within 60 days after the statement is made available. GetJacked will review timely disputes in good faith.

5. Promotional standards

You may promote GetJacked through professional content, social media, lawful email outreach, paid advertising, and other lawful marketing methods, subject to this Agreement and applicable platform rules.

You must:

• Conduct promotions professionally and accurately;
• Follow applicable advertising, privacy, consumer protection, anti-spam, and other laws;
• Make disclosures of your compensated relationship when required by applicable law;
• Use accurate, supportable claims and current product information; and
• Ask GetJacked for guidance before using a promotional method or claim if you are unsure whether it is acceptable.

You may not:

• Make false, misleading, deceptive, or unsupported statements, including guarantees of merchant revenue, results, or earnings;
• Impersonate GetJacked, Shopify, or another business, or imply an endorsement or relationship that does not exist;
• Send unlawful unsolicited communications, use unlawfully obtained contact information, or disregard required opt-outs;
• Use fake reviews, fabricated testimonials, fraudulent traffic, bots, or manipulated referrals;
• Promote GetJacked on or alongside pornography, sexually explicit adult content, content promoting violence, hate or discrimination, illegal activity, or other materially harmful content;
• Bid on GetJacked trademarks, brand names, misspellings, or confusingly similar variations in paid search advertising;
• Use GetJacked trademarks in domain names, social media handles, or account names without written approval; or
• Offer unauthorized discounts, promises, contractual terms, or incentives on GetJacked’s behalf.

Sub-affiliates, referral networks acting under your account, and partner-funded referral incentives require GetJacked’s prior written approval. You remain responsible for approved parties acting on your behalf.

GetJacked may require correction or removal of noncompliant promotional materials. You must comply promptly and immediately stop any promotion identified as unlawful, deceptive, or fraudulent. GetJacked’s review or approval does not excuse your obligation to follow applicable law.

6. Branding and intellectual property

GetJacked grants you a limited, nonexclusive, nontransferable, revocable license to use its approved marketing materials and trademarks solely to promote GetJacked under this Agreement.

You must follow any provided brand guidelines and may not materially alter approved materials or create the impression that you are GetJacked’s employee or authorized representative.

GetJacked retains all rights in its app, Portal, materials, and trademarks. All goodwill arising from your use of GetJacked’s trademarks belongs to GetJacked.

The license ends when your participation ends. You must then stop using GetJacked branding and remove promotional materials under your control.

7. Confidentiality and data

You must protect nonpublic information received through the program, including merchant information, private compensation terms, business plans, and Portal data. You may use that information only to participate in the program and may disclose it only to people who need it for that purpose and are bound by confidentiality obligations.

These restrictions do not apply to information that is lawfully public, independently developed, or lawfully obtained without a confidentiality restriction. Legally compelled disclosure is permitted, with advance notice to GetJacked where legally allowed.

You must obtain any required permissions before submitting merchant or contact information to GetJacked. You may not access merchant accounts or customer data without appropriate authorization.

8. Termination and continuing commissions

Either party may end participation at any time by written notice, including email or an available Portal termination function.

If you voluntarily leave the program, or GetJacked terminates your participation without cause, commissions on previously accepted Qualified Merchants continue for the applicable commission period while those merchants remain active and generate eligible Net Revenue. You remain subject to the provisions governing those continuing commissions.

GetJacked may suspend or terminate your account for cause, including fraud, misleading advertising, unlawful promotion, misuse of confidential information or trademarks, or another material breach of this Agreement.

For a material breach capable of correction, GetJacked may provide notice and an opportunity to correct it. No correction period is required for fraud, intentional deception, unlawful conduct, or conduct requiring immediate action to protect merchants or GetJacked.

Upon termination for cause, GetJacked may end your right to commissions on revenue received after the effective termination date, including revenue from previously referred merchants.

Commissions properly earned before termination remain payable, subject to the payout threshold and permitted adjustments. GetJacked may withhold, reverse, or recover commissions attributable to fraud, invalid referrals, or prohibited conduct.

A partner receiving continuing commissions after departure must remain in good standing by complying with the provisions that survive termination. A subsequent material violation may result in termination for cause of those continuing commission rights.

9. Independent contractor relationship

You are an independent contractor responsible for your own expenses, personnel, and business activities. This Agreement does not create employment, a legal partnership, a joint venture, a franchise, or an agency relationship.

You cannot bind GetJacked, sign agreements on its behalf, collect merchant payments for it, or make commitments on its behalf.

10. Disclaimer and limitation of liability

To the extent permitted by law, the program, Portal, and promotional materials are provided “as is” and “as available.” GetJacked disclaims implied warranties of merchantability, fitness for a particular purpose, and noninfringement. GetJacked does not guarantee uninterrupted availability, merchant retention, conversion rates, or earnings.

Neither party is liable to the other for indirect, incidental, special, punitive, or consequential damages arising from this Agreement. This exclusion does not limit Partner’s obligations to indemnify GetJacked for amounts payable to third parties under Section 11.

GetJacked’s aggregate liability arising from this Agreement will not exceed the commissions paid or payable to you during the 30 days preceding the event giving rise to the claim. This limit does not reduce GetJacked’s obligation to pay commissions properly owed under this Agreement or limit liability that cannot lawfully be limited.

11. Partner indemnification

Partner will defend, indemnify, and hold harmless GetJacked, its affiliates, and their respective officers, directors, employees, and agents against third-party claims, demands, actions, investigations, damages, liabilities, judgments, settlements, penalties to the extent legally indemnifiable, and reasonable attorneys’ fees and expenses arising from or relating to:

• (a) Partner’s marketing, advertising, promotional materials, or representations concerning GetJacked;
• (b) Partner’s breach of this Agreement or violation of applicable law or third-party rights, including intellectual property, privacy, and publicity rights;
• (c) Partner’s fraud, negligence, or willful misconduct; or
• (d) Any act or omission of Partner’s employees, contractors, approved sub-affiliates, or others acting on Partner’s behalf.

These obligations do not apply to the extent a claim results from GetJacked’s negligence, willful misconduct, or breach of this Agreement.

GetJacked will provide reasonably prompt notice of a claim. Delayed notice relieves Partner of its obligations only to the extent the delay materially prejudices the defense. Partner will assume the defense using qualified counsel reasonably acceptable to GetJacked. GetJacked may participate through its own counsel at its own expense, except that Partner will pay reasonable separate counsel costs when an actual conflict of interest requires separate representation.

Partner may not settle a claim without GetJacked’s prior written consent unless the settlement fully releases all indemnified parties, requires only a monetary payment paid entirely by Partner, and imposes no admission, restriction, or other obligation on an indemnified party. If Partner fails to promptly assume or diligently conduct the defense, GetJacked may defend the claim and recover reasonable covered costs from Partner.

These obligations survive termination of this Agreement.

12. Changes to the program

GetJacked may update this Agreement or the program by providing at least 30 days’ notice through email or the Portal. Changes required by law or necessary to address fraud or security concerns may take effect sooner.

Changes will not retroactively reduce commissions already earned. Changes to commission rates or duration for previously accepted Qualified Merchants require your express agreement. Updated terms may apply prospectively to new referrals after the stated effective date.

If Compensation Terms conflict with this Agreement, the Compensation Terms control only for the commission rate, duration, and expressly stated compensation conditions.

Changes to the arbitration provision require express acceptance and will not apply to disputes of which either party has already provided written notice.

13. Governing law and dispute resolution

Governing law. Delaware law governs this Agreement, without regard to conflict-of-law rules. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions.

Informal resolution. Before commencing arbitration, the party bringing a dispute must send written notice describing the dispute and requested relief to the other party’s email address maintained in the Portal or designated for program communications. The parties will attempt in good faith to resolve the dispute for 30 days after receipt. This requirement does not prevent a party from seeking urgent provisional relief or making a filing necessary to preserve a claim before a deadline expires.

Binding arbitration. Except as expressly provided below, any dispute, claim, or controversy arising from or relating to this Agreement, the partner program, commissions, or the parties’ relationship, including termination, will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. Any mandatory AAA rules applicable to a particular claim will control where required.

The arbitration will be conducted by one arbitrator. The legal seat will be Wilmington, Delaware, and hearings will take place remotely unless the parties agree otherwise or the arbitrator determines that an in-person hearing is necessary. The arbitrator may award relief available under applicable law, subject to the enforceable limitations in this Agreement, and will issue a reasoned written award. Judgment on the award may be entered in any court with jurisdiction.

Individual proceedings; class action waiver. To the fullest extent permitted by law, disputes must be brought solely in the parties’ individual capacities. Neither party may pursue a class, collective, consolidated, or representative proceeding, and the arbitrator may not combine different partners’ claims without all affected parties’ written consent. This provision does not waive any right or remedy that applicable law prohibits waiving.

A court, rather than the arbitrator, will decide the enforceability of this class action waiver. If the waiver is unenforceable as to a particular claim or requested remedy, that claim or remedy will proceed in court, while any remaining arbitrable claims will remain subject to arbitration.

Exceptions and provisional relief. Either party may bring an eligible individual claim in small claims court. Either party may also seek temporary or preliminary injunctive relief from a court with jurisdiction to protect confidential information, intellectual property, or account security pending arbitration. Seeking that relief does not waive arbitration of the underlying dispute.

Fees and costs. Arbitration fees will be allocated under the applicable AAA rules and law. Each party will bear its own attorneys’ fees unless applicable law, an enforceable provision of this Agreement, or an award based on such authority provides otherwise. This paragraph does not limit Partner’s indemnification obligations.

Court jurisdiction and jury waiver. Except for eligible small claims proceedings or proceedings to enforce an award where jurisdiction otherwise exists, court proceedings permitted under this section must be brought in state or federal courts located in Delaware. Both parties consent to those courts’ jurisdiction. To the fullest extent permitted by law, both parties waive trial by jury for disputes arising from this Agreement.

Survival. This dispute resolution provision survives termination of this Agreement.

14. General terms

This Agreement and your Compensation Terms constitute the entire agreement concerning the program and replace prior discussions on that subject. Any separately signed agreement expressly modifying these terms controls to the extent of the conflict.

You may not assign this Agreement without GetJacked’s written consent. GetJacked may assign it in connection with a merger, reorganization, or sale of its business.

If a provision is unenforceable, the remaining provisions remain effective, subject to the specific treatment of the class action waiver in Section 13. Failure to enforce a provision is not a waiver.

Notices may be delivered through the Portal or by email to the contact information maintained in the Portal or designated for program communications. Electronic acceptance and electronic records have the same intended effect as a signed agreement.

Provisions concerning earned or continuing commissions, payment adjustments, confidentiality, intellectual property ownership, liability, indemnification, and disputes survive termination as applicable.