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Affiliate Program Agreement

Last Updated: October 2, 2025

IMPORTANT - PLEASE READ CAREFULLY

This Affiliate Program Agreement ("Agreement") is a legally binding contract between you ("Affiliate," "you," or "your") and KC Meta Ventures, Inc. ("Clients.ai," "we," "us," or "our"), governing your participation in the Clients.ai Affiliate Program ("Program"). By enrolling in, accessing, or participating in the Program, you accept and agree to be bound by all terms of this Agreement. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PARTICIPATE IN THE PROGRAM.

1. Acceptance and Enrollment

1.1 Application

To participate in the Program, you must submit an application through our designated affiliate portal. We reserve the right to accept or reject any application in our sole discretion, for any reason or no reason, without notice.

1.2 Eligibility Requirements

To be eligible for the Program, you must:

  • Be at least 18 years of age (or age of majority in your jurisdiction)
  • Have the legal capacity to enter into binding contracts
  • Operate a legitimate website, blog, social media account, email list, or other marketing channel
  • Have a valid PayPal account or other approved payment method
  • Not be located in a country subject to U.S. embargo or sanctions
  • Comply with all applicable laws, regulations, and this Agreement

1.3 Acceptance Notification

If we accept your application, we will notify you via email, and this Agreement will be in full force and effect immediately upon such notification. Failure to complete enrollment criteria (including providing tax information, payment details, and marketing materials) within thirty (30) days of acceptance will result in immediate termination of this Agreement.

2. Affiliate Program Structure

2.1 Affiliate Links

Upon acceptance, we will provide you with unique tracking URLs ("Affiliate Links") that you may use to promote Clients.ai Services. Affiliate Links contain tracking codes that identify you as the referring affiliate and record referrals for commission calculation.

2.2 Promotional License

Subject to the terms of this Agreement, we grant you a non-exclusive, non-transferable, revocable, limited license to: (a) promote, market, and distribute the Clients.ai Services; (b) access our website through Affiliate Links; and (c) use our logos, trade names, trademarks, and marketing materials ("Licensed Materials") solely in connection with promoting the Services as authorized by this Agreement.

You may NOT: (i) modify, alter, or create derivative works of Licensed Materials; (ii) use Licensed Materials in any manner that is disparaging, misleading, obscene, defamatory, or portrays Clients.ai negatively; (iii) register domain names, social media handles, or trademarks containing "Clients.ai" or confusingly similar terms; or (iv) use Licensed Materials beyond the scope authorized by this Agreement.

3. Commission Structure

3.1 Commission Rate

Affiliates will earn commission on qualifying Customer Transactions as follows:

  • Standard Rate: 25% recurring commission on the first twelve (12) months of each new Customer's subscription
  • Performance Tier: 30% recurring commission after generating 100+ leads and converting 100+ paying Customers (lifetime total)
  • One-Time Payments: 25% commission on one-time purchases or setup fees

3.2 Qualifying Customer Transactions

To qualify for commission, all of the following conditions must be met:

  • The Customer must click on your unique Affiliate Link
  • The Customer must complete a paid subscription or purchase ("Customer Transaction") within fourteen (14) days of clicking your Affiliate Link
  • The Customer must not have an existing Clients.ai account or active sales relationship with Clients.ai at the time of the Affiliate Link click
  • The Customer must not be on our internal "Do Not Pay" list (employees, existing sales prospects, fraudulent accounts, refund abusers, etc.)
  • The Customer's payment must be successfully processed and not subsequently refunded or charged back
  • The Customer must remain an active, paying subscriber

3.3 Commission Exclusions

You will NOT earn commission on:

  • Your own Clients.ai subscription or purchases (self-referrals are strictly prohibited)
  • Refunded, canceled, or fraudulent transactions
  • Chargebacks or payment disputes
  • Customers who were in active sales discussions with Clients.ai before clicking your Affiliate Link
  • Free trial accounts that do not convert to paid subscriptions
  • Renewals, upgrades, or additional purchases after the initial 12-month commission period
  • Enterprise or custom contract deals negotiated directly with Clients.ai sales team

3.4 Commission Duration

We will pay you commission for each new Customer during the first twelve (12) months of the Customer's subscription term, so long as the Customer remains an active, paying subscriber. After 12 months, commission payments cease regardless of whether the Customer continues their subscription.

If a Customer cancels and later re-subscribes, the re-subscription does NOT count as a new referral and does NOT qualify for commission.

3.5 Cookie Duration

Our affiliate tracking system uses a 14-day cookie window. If an Affiliate Lead does not complete a Customer Transaction within fourteen (14) days of their first click on your Affiliate Link, you will not be eligible for commission on that Customer.

3.6 Last-Click Attribution

If a Customer clicks on multiple Affiliate Links from different affiliates, only the affiliate whose link was clicked last (within the 14-day window) will receive commission. We use last-click attribution.

4. Payment Terms

4.1 Payment Schedule

Commission payments are made monthly, typically within thirty (30) days following the end of each calendar month in which commission was earned. Payments are subject to a minimum threshold of $25 USD. If your commission balance is below $25, it will roll over to the following month until the threshold is met.

4.2 Payment Methods

Payments are made via PayPal or other approved payment methods. You are responsible for providing accurate and up-to-date payment information. We are not responsible for payments sent to incorrect or outdated payment details.

4.3 Tax Obligations

You are solely responsible for all taxes, withholdings, and deductions associated with commission payments, including income tax, self-employment tax, and any applicable sales tax. You agree to provide any required tax forms (W-9, W-8BEN, etc.) upon request. We may withhold taxes as required by applicable law.

4.4 Payment Adjustments

We reserve the right to adjust, withhold, or clawback commission payments in the event of: (a) refunds or chargebacks; (b) fraudulent or suspicious activity; (c) violations of this Agreement; (d) commission calculation errors; or (e) Customer subscription cancellations during the commission period.

5. Affiliate Obligations and Prohibited Activities

5.1 Prohibited Marketing Practices

You are strictly PROHIBITED from engaging in the following activities:

  • Self-Referrals: Using your Affiliate Link to purchase or subscribe to Clients.ai Services for yourself or entities you control. Attempting to earn commission on your own purchases will result in immediate termination and forfeiture of all commissions.
  • Branded Keyword Bidding: Bidding on or purchasing paid search ads (Google Ads, Bing Ads, etc.) for branded keywords including "Clients.ai," "Clients AI," or any variations, misspellings, or confusingly similar terms. You may only bid on generic, non-branded keywords.
  • Cookie Stuffing: Forcing, incentivizing, or tricking users into clicking Affiliate Links through pop-ups, pop-unders, auto-redirects, iframe embedding, or any deceptive techniques.
  • Spam and Unsolicited Communications: Sending unsolicited bulk emails, SMS messages, or communications containing Affiliate Links in violation of anti-spam laws (CASL, CAN-SPAM, GDPR, etc.).
  • Trademark Infringement: Registering domain names, social media handles, or business names containing "Clients.ai" or confusingly similar terms without prior written authorization.
  • False or Misleading Claims: Making false, misleading, exaggerated, or unsubstantiated claims about Clients.ai Services, features, pricing, performance, or results. All promotional claims must be substantiated and consistent with our official marketing materials.
  • Impersonation: Representing yourself as a Clients.ai employee, partner, or official representative, or implying an official relationship beyond affiliate status.
  • Incentivized Sign-Ups: Offering cash payments, rebates, kickbacks, or other incentives to users for signing up via your Affiliate Link (unless expressly authorized by Clients.ai in writing).
  • Masking or Obfuscating Links: Masking, cloaking, or hiding referring URL information to prevent proper affiliate tracking or to engage in fraudulent activity.
  • Inappropriate Content: Promoting Clients.ai on websites, channels, or content containing illegal, adult, hateful, violent, or otherwise objectionable material.

5.2 FTC Disclosure Requirements

You MUST comply with the U.S. Federal Trade Commission (FTC) Endorsement Guidelines and all applicable disclosure laws. Specifically:

  • You must clearly and conspicuously disclose your affiliate relationship with Clients.ai on all promotional content, webpages, videos, social media posts, and communications containing Affiliate Links
  • Disclosures must be placed BEFORE the Affiliate Link, not buried in fine print or hidden in "read more" sections
  • Acceptable disclosure language: "I am an independent Clients.ai Affiliate and may earn a commission if you purchase through my link" or substantially similar language
  • Hashtags like #ad or #affiliate may be used on social media if clearly visible and understandable

5.3 Compliance with Laws

You must comply with all applicable federal, provincial, state, local, and foreign laws, regulations, and industry standards, including but not limited to: (a) advertising and marketing laws; (b) anti-spam laws (CASL, CAN-SPAM); (c) data protection and privacy laws (PIPEDA, GDPR, CCPA); (d) consumer protection laws; (e) intellectual property laws; and (f) tax laws.

5.4 Branding and Messaging Guidelines

When promoting Clients.ai:

  • You may refer to yourself as a "Clients.ai Affiliate" or "Affiliate Marketer"
  • You may NOT refer to yourself as a "Clients.ai Partner," "Official Partner," or imply any partnership relationship
  • You may NOT make claims or guarantees beyond those made in Clients.ai's official marketing materials
  • You must accurately represent Clients.ai's pricing, features, and capabilities
  • You may NOT disparage Clients.ai or its competitors

6. Data Usage, Privacy, and Confidentiality

6.1 Affiliate Lead Data Rights

When you refer Customers to Clients.ai through your Affiliate Link, you grant Clients.ai the following irrevocable rights:

  • Marketing Rights: Clients.ai may market to, contact, and communicate with any leads or Customers referred by you for any purpose, including marketing Clients.ai services, affiliated partner services (Punctual.ai, Enclose.ai, Enclosed.ai, Epub.ai, Prognostic.ai), and other products or services
  • Data Ownership: Once a lead becomes a Clients.ai Customer, Clients.ai owns the Customer relationship and data. You have no ongoing rights to Customer data
  • Competitive Restrictions: You may not solicit or market competing services to Customers you referred to Clients.ai during their active subscription period

6.2 Content License Grant to Clients.ai

You grant Clients.ai a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use any content, testimonials, reviews, case studies, or materials you create or publish in connection with the Program (including screenshots, videos, blog posts, social media posts, and marketing materials) for any lawful purpose, including without limitation:

  • Promoting Clients.ai and the Affiliate Program
  • Marketing and generating interest in Clients.ai services
  • Highlighting affiliate creativity, achievements, or success stories
  • Creating testimonials, case studies, or promotional materials
  • Distributing, reproducing, modifying, and displaying your content in any format or medium

6.3 Confidentiality

You agree to keep confidential and not disclose any non-public information about Clients.ai, the Program, commission structures (beyond publicly available information), proprietary strategies, Customer data, or any other confidential or proprietary information disclosed to you in connection with the Program. This obligation survives termination of this Agreement.

6.4 Data Processing Relationship

The parties acknowledge that in connection with the Program, each party processes personal data as independent data controllers (not as processor on behalf of the other). Each party is responsible for its own compliance with applicable data protection laws.

7. Term and Termination

7.1 Term

This Agreement begins upon your acceptance into the Program and continues until terminated by either party as provided below.

7.2 Termination by Either Party

Either party may terminate this Agreement at any time, with or without cause, by providing seven (7) days' written notice to the other party. Notice may be sent via email to the address on file.

7.3 Immediate Termination by Clients.ai

Clients.ai may terminate this Agreement immediately, without notice, for:

  • Material breach of this Agreement
  • Violation of prohibited activities (Section 5)
  • Fraudulent, deceptive, or illegal activity
  • Failure to earn any commission for twelve (12) consecutive months (automatic termination)
  • Damage to Clients.ai's reputation, brand, or business interests
  • Any reason in our sole discretion if we determine continued participation is not in Clients.ai's best interests

7.4 Effect of Termination

Upon termination:

  • Your right to use Affiliate Links and Licensed Materials immediately ceases
  • You must immediately cease all promotional activities and remove all Affiliate Links from your properties
  • You will receive commission only on Customer Transactions completed BEFORE the effective termination date, subject to the 12-month commission period and other terms
  • Commissions earned but unpaid as of termination will be paid according to the normal payment schedule (subject to minimum thresholds and our right to withhold as provided herein)
  • If termination is due to your breach, fraud, or prohibited activity, we reserve the right to withhold all unpaid commissions as liquidated damages
  • Sections 6 (Confidentiality), 8 (Liability and Disclaimers), 9 (Indemnification), and 10 (General Provisions) survive termination

8. Liability Limitations and Disclaimers

8.1 AS-IS Disclaimer

THE AFFILIATE PROGRAM, AFFILIATE LINKS, LICENSED MATERIALS, AND ALL RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY.

We do not guarantee: (a) that the Program will be uninterrupted, error-free, or secure; (b) that commission tracking will be 100% accurate; (c) that Affiliate Links will always function properly; (d) any specific commission amounts or earnings; or (e) any level of Customer referrals, conversions, or results.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • IN NO EVENT SHALL CLIENTS.AI, ITS AFFILIATES, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR LOSS OF GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM, REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT CLIENTS.AI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • CLIENTS.AI'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT OR THE PROGRAM SHALL NOT EXCEED THE TOTAL COMMISSION PAYMENTS ACTUALLY PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

8.3 No Guarantees of Earnings

We make no representations, warranties, or guarantees regarding your potential earnings or income from the Program. Commission amounts depend on numerous factors outside our control, including your marketing efforts, audience, conversion rates, and Customer behavior. Your results will vary.

9. Indemnification

You agree to indemnify, defend, and hold harmless Clients.ai, KC Meta Ventures, Inc., and their respective affiliates, subsidiaries, parent companies, officers, directors, employees, agents, partners, and licensors (collectively, "Released Parties") from and against any and all third-party claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) arising from or related to:

  • Your breach of this Agreement or any applicable laws or regulations
  • Your promotional activities, marketing practices, or use of Affiliate Links
  • Your use or misuse of Licensed Materials
  • False, misleading, or deceptive statements or claims you make about Clients.ai or its services
  • Infringement of any intellectual property rights, publicity rights, or privacy rights
  • Violations of anti-spam laws, data protection laws, or consumer protection laws
  • Your websites, content, or marketing channels
  • Any fraud, prohibited activity, or violation of Section 5
  • Any sanctions-related violations or non-compliance with export control laws

At our election, you will assume control of the defense and settlement of any claim subject to indemnification; however, we may participate in such defense at our own expense. You may not settle any claim that imposes any obligation or liability on Released Parties without our prior written consent.

10. General Provisions

10.1 Independent Contractor Relationship

You are an independent contractor, not an employee, agent, partner, or joint venture of Clients.ai. You have no authority to bind Clients.ai or create obligations on Clients.ai's behalf. This Agreement does not create an employment relationship, partnership, joint venture, or franchise. You are solely responsible for all taxes, insurance, and benefits.

10.2 Modifications to Agreement

We reserve the right to modify, amend, or update this Agreement at any time by posting the updated Agreement on our website. We will notify you of material changes via email or through the affiliate portal. Your continued participation in the Program after changes are posted constitutes acceptance of the modified Agreement. If you do not agree to the changes, you must terminate your participation.

10.3 Program Modifications or Termination

We reserve the right to modify, suspend, or terminate the Affiliate Program at any time, in whole or in part, with or without notice, for any reason. Changes may include commission rates, payment terms, eligibility requirements, or program structure.

10.4 Assignment

You may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without our prior written consent. Any attempted assignment without consent is void. We may freely assign this Agreement without restriction.

10.5 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts located in Windsor, Ontario, Canada.

10.6 Dispute Resolution and Arbitration

Any disputes arising from this Agreement shall be resolved through binding arbitration in accordance with the terms set forth in our Terms of Service (Section 18), which are incorporated by reference.

10.7 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

10.8 Entire Agreement

This Agreement, together with our Terms of Service, Privacy Policy, and any other policies incorporated by reference, constitutes the entire agreement between you and Clients.ai regarding the Affiliate Program and supersedes all prior agreements, understandings, and communications.

10.9 No Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver of that right or provision.

10.10 Force Majeure

Neither party shall be liable for any failure or delay in performance due to events beyond their reasonable control, including acts of God, natural disasters, war, terrorism, government actions, internet failures, or third-party service failures.

11. Contact Information

For questions about the Affiliate Program or this Agreement, please contact:

KC Meta Ventures, Inc.
Attention: Affiliate Program Manager
141 Sandwich Street North
Amherstburg, Ontario, N9V 2V1
Canada

Email: affiliates@clients.ai
Legal: legal@clients.ai

Your Acceptance

By enrolling in, accessing, or participating in the Clients.ai Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Affiliate Program Agreement.

Legal Entity

The Clients.ai Affiliate Program is operated by KC Meta Ventures, Inc., an Ontario corporation with principal offices at 141 Sandwich Street North, Amherstburg, Ontario, N9V 2V1, Canada.

Note: This Affiliate Program Agreement is part of a comprehensive suite of legal documents. Please also review our Terms of Service, Privacy Policy, Acceptable Use Policy, and Security Policy.