Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") is entered into between ChatPlace, Inc., a Delaware corporation with its registered office at 1111b South Governors Avenue, Dover, Delaware 19904, United States ("Company," "ChatPlace," "we," or "us"), and you, the individual or entity who accesses the Partner Cabinet within the ChatPlace platform ("Affiliate," "you," or "your").

BY ACCESSING THE PARTNER CABINET AT https://app.chatplace.io/partner/, COPYING YOUR REFERRAL LINK, OR DISTRIBUTING YOUR REFERRAL LINK IN ANY WAY, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS THE PARTNER CABINET OR DISTRIBUTE YOUR REFERRAL LINK.

This Agreement supplements and incorporates by reference ChatPlace's Terms of Service (https://chatplace.io/terms-of-service) and Privacy Policy (https://chatplace.io/privacy-policy). In the event of any conflict between this Agreement and those documents with respect to the Affiliate Program, this Agreement shall govern.

1. DEFINITIONS

For the purposes of this Agreement, the following terms have the meanings set out below:

2. PARTICIPATION AND ELIGIBILITY

2.1 Access to the Affiliate Program

The Affiliate Program is available to all registered users of the ChatPlace platform. Access to the Partner Cabinet is provided at https://app.chatplace.io/partner/. No separate application or approval is required to access the Partner Cabinet or to earn the Base Commission. By copying and/or distributing the Referral Link from the Partner Cabinet, you accept and agree to be bound by this Agreement.

Affiliates who wish to apply for an Enhanced Commission rate must submit an application via https://chatplace.io/partners. Enhanced Commission terms are individually negotiated and agreed with a ChatPlace representative; acceptance is at ChatPlace's sole discretion. Once agreed, the applicable Commission rate and Commission Period will be updated in the Partner Cabinet and those terms will govern.

2.2 Eligibility Requirements

To be eligible to participate in the Affiliate Program, you must:

• be a registered user of the ChatPlace platform with an active account at https://app.chatplace.io;
• be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater;
• have the legal authority to enter into this Agreement, whether as an individual or on behalf of a legal entity;
• not be a resident of, or incorporated in, any jurisdiction subject to comprehensive U.S. economic sanctions administered by OFAC, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region;
• not be listed on any U.S. government prohibited or restricted parties list, including the OFAC Specially Designated Nationals list;
• not be an employee, contractor, or officer of ChatPlace or its affiliates;
• maintain a functioning, publicly accessible online presence (website, social media account, or other platform) through which you promote ChatPlace.

2.3 Changes to Participation

ChatPlace reserves the right to modify the terms of participation, eligibility requirements, or the structure of the Affiliate Program at any time, subject to Section 14 of this Agreement. Your continued participation following notice of any such changes constitutes your acceptance of the revised terms.

3. INDEPENDENT CONTRACTOR STATUS

You are an independent contractor and not an employee, agent, partner, joint venturer, or legal representative of ChatPlace. You have no authority to act on behalf of, bind, or otherwise create obligations for ChatPlace. You are solely responsible for all taxes, social contributions, and other obligations arising from your participation in the Affiliate Program in your jurisdiction. ChatPlace will not withhold or pay any taxes on your behalf, except as required by applicable law (see Section 6).

4. COMMISSIONS AND PAYMENT

4.1 Commission Structure

ChatPlace will pay you a Commission on each Qualifying Transaction at the rate and for the Commission Period displayed in your Partner Cabinet at the time of the Referred Customer's registration. Two types of Commission apply:

The current Commission rate and Commission Period applicable to your account are displayed in your Partner Cabinet. In the event of any discrepancy between this Agreement and the Partner Cabinet display, the terms confirmed in writing by a ChatPlace representative shall prevail.

4.2 Grounds for Enhanced Commission

Enhanced Commission is typically granted to Affiliates who undertake one or more of the following cross-marketing activities:

• creating and publishing original content (videos, articles, posts, reviews) that features or promotes ChatPlace and its Services to their audience;
• incorporating ChatPlace tools, use cases, or demonstrations into educational or training programmes, courses, or masterclasses;
• conducting joint promotional activities with ChatPlace, including co-hosted webinars, newsletters, or social media campaigns;
• other cross-marketing activities of comparable promotional value, as assessed by ChatPlace at its discretion.

ChatPlace reserves the right to revoke or reduce an Enhanced Commission to the Base Commission rate if the Affiliate ceases to perform the activities upon which the Enhanced Commission was granted, upon thirty (30) days' written notice.

4.3 Net Revenue Base

"Net revenue" means the actual amount received by ChatPlace from the Referred Customer, excluding: (a) refunds; (b) chargebacks; (c) payment processing fees; (d) taxes; and (e) any promotional discounts applied to the Referred Customer's subscription.

4.4 Attribution

Attribution is based on last-click methodology. If a user clicks multiple Referral Links before registering, only the last Referral Link clicked prior to registration will be credited. The minimum cookie duration is thirty (30) days from the date of the last click on the Referral Link.

4.5 Payment Request Process

Commissions do not transfer automatically. To receive payment, the Affiliate must submit a payout request via one of the following channels:

• the online support chat within the ChatPlace personal account at https://app.chatplace.io; or
• by email to support@chatplace.io.

ChatPlace will process approved payout requests within thirty (30) days of receipt, provided that: (a) the total accrued unpaid Commission balance is USD $50.00 or above (the "Payment Threshold"); and (b) all required tax documentation has been submitted pursuant to Section 6. Balances below the Payment Threshold will roll over until the threshold is reached.

4.6 Payment Platform and Email Requirement

Payments are made in U.S. dollars (USD) via the 4dev platform (4dev.com) or such other payment platform as ChatPlace may designate from time to time.

IMPORTANT: The Affiliate's account on the 4dev payment platform must be registered using the same email address as the Affiliate's ChatPlace account. Payout requests will not be processed if the email addresses do not match. The Affiliate is solely responsible for ensuring their 4dev account is registered with the matching email address prior to submitting a payout request.

The Affiliate is responsible for any fees charged by the payment platform or their financial institution. ChatPlace reserves the right to change the designated payment platform upon thirty (30) days' written notice.

4.7 Clawback and Adjustment

ChatPlace may adjust or reverse Commission payments in the following circumstances:

• a Referred Customer requests a refund or initiates a chargeback after a Commission has been paid;
• a Qualifying Transaction is reversed, cancelled, or voided for any reason;
• ChatPlace determines, in its reasonable discretion, that the referral resulted from fraudulent, manipulative, or non-compliant activities;
• the Referred Customer was already registered with ChatPlace prior to using the Referral Link.

Any overpayment may be offset against future Commissions or, at ChatPlace's election, must be repaid within thirty (30) days of written notice.

4.8 Right to Modify Commission Structure

ChatPlace reserves the right to modify the Base Commission rate, structure, or eligible products at any time upon thirty (30) days' prior written notice. Enhanced Commission terms individually agreed in writing remain in effect until their agreed expiry unless revoked pursuant to Section 4.2. Your continued participation following the effective date of any modification to the Base Commission constitutes your acceptance of the new terms.

4.9 No Guaranteed Earnings

Any earnings estimates or projections presented on the ChatPlace partners page (https://chatplace.io/partners) or the Partner Cabinet are provided for illustrative purposes only and do not constitute a guarantee or promise of earnings. Actual Commissions will depend on the number and value of Qualifying Transactions generated by your referral activity.

5. AFFILIATE OBLIGATIONS AND CONDUCT

5.1 FTC Disclosure Requirements

You must clearly and conspicuously disclose your material connection to ChatPlace (i.e., that you receive a Commission for referrals) in all content where you promote ChatPlace, in accordance with the U.S. Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255, "FTC Guidelines") and any other applicable advertising disclosure laws. The disclosure must:

• appear in close proximity to any ChatPlace promotion or endorsement;
• be in plain language readily understandable to your audience;
• not be buried in footnotes, general disclaimers, or terms and conditions;
• be present in every individual piece of content (each post, video, story, or email) where ChatPlace is promoted.

Acceptable disclosure examples: "I earn a commission if you sign up through my link," "Affiliate link — I may earn a commission," "Sponsored," or equivalent language in the language of your content.

ChatPlace reserves the right to request that you modify or remove content that does not comply with applicable disclosure requirements within 48 hours of notice. Failure to comply constitutes a material breach of this Agreement.

5.2 Prohibited Practices

You must not engage in any of the following practices:

• Spam: Sending unsolicited bulk email, messages, or other communications to promote ChatPlace.
• False or misleading claims: Making any representation about ChatPlace or its Services that is inaccurate, misleading, or unsubstantiated.
• Brand bidding: Purchasing paid search advertising using ChatPlace's brand name or confusingly similar variations as keywords, without prior written approval.
• Coupon misrepresentation: Listing fictitious or unauthorized discount codes for ChatPlace on coupon or deal aggregator websites.
• Self-referrals: Registering as a Referred Customer through your own Referral Link, directly or indirectly.
• Cookie stuffing or forced clicks: Using any technical mechanism to plant affiliate cookies without user knowledge or to generate artificial clicks.
• Fake leads: Creating fictitious accounts, sign-ups, or Qualifying Transactions, directly or indirectly.
• Harmful content: Promoting ChatPlace in association with content that is illegal, defamatory, obscene, hateful, discriminatory, violent, sexually explicit, or otherwise objectionable.
• Misrepresentation of relationship: Claiming to be an employee, official representative, or spokesperson of ChatPlace.

5.3 Brand Guidelines

ChatPlace grants you a limited, non-exclusive, non-transferable, revocable licence to use the ChatPlace name, logo, and approved marketing materials ("ChatPlace Marks") solely for the purpose of promoting the Affiliate Program. You must use ChatPlace Marks only in the approved form, must not modify or distort them, and must not incorporate them into your own brand, domain name, or company name. All goodwill arising from your use of ChatPlace Marks inures exclusively to ChatPlace. Upon termination of this Agreement, you must immediately cease all use of ChatPlace Marks.

5.4 Monitoring and Audit

ChatPlace reserves the right to monitor your promotional activities and any published content at any time to verify compliance with this Agreement and applicable law. You agree to cooperate with any reasonable audit or investigation upon request.

6. TAX AND COMPLIANCE

6.1 Tax Responsibility

You are solely responsible for determining and fulfilling your tax obligations in your applicable jurisdiction(s), including income tax, VAT, GST, and any other taxes applicable to the Commissions you receive. ChatPlace assumes no responsibility for your tax obligations.

6.2 Tax Forms — Non-U.S. Affiliates

If you are not a U.S. person (as defined by the IRS), you must provide ChatPlace with a completed and signed Form W-8BEN (individuals) or Form W-8BEN-E (entities) prior to receiving any Commission payment. Failure to provide a valid W-8 form will result in ChatPlace withholding thirty percent (30%) of each Commission payment in accordance with Section 1441 of the U.S. Internal Revenue Code until a valid form is received. Withheld amounts will not be refunded.

6.3 Tax Forms — U.S. Affiliates

If you are a U.S. person, you must provide ChatPlace with a completed IRS Form W-9 prior to receiving any Commission payment. Failure to provide a valid Form W-9 may result in backup withholding as required by applicable U.S. law.

6.4 Sanctions and Export Controls

By participating in the Affiliate Program, you represent and warrant that you are not, and are not acting on behalf of, any person or entity: (a) designated on any U.S. government prohibited parties list; (b) located in or organized under the laws of any jurisdiction subject to comprehensive U.S. economic sanctions; or (c) owned or controlled by any such person or entity. ChatPlace may suspend or terminate your participation immediately upon learning of any actual or potential sanctions issue.

6.5 Anti-Money Laundering

You represent and warrant that funds you receive under this Agreement will not be used for or derived from any illegal activity, including money laundering or terrorist financing. ChatPlace reserves the right to request additional identity verification and to withhold payments pending such verification.

7. DATA PROTECTION AND PRIVACY

7.1 Compliance with Privacy Laws

Each party is independently responsible for complying with all applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and any other applicable national or state privacy laws.

7.2 Affiliate's Data Obligations

In the course of promoting ChatPlace, you may collect personal data of prospective Referred Customers. You are solely responsible for: (a) ensuring you have a lawful basis for such collection; (b) providing appropriate notices to individuals; (c) complying with cookie consent requirements where applicable; and (d) maintaining appropriate security measures.

7.3 ChatPlace's Processing of Your Data

ChatPlace will process your personal data (name, email, payment details, promotional activity data) for the purposes of administering the Affiliate Program and processing Commission payments. This processing is governed by the ChatPlace Privacy Policy at https://chatplace.io/privacy-policy.

8. CONFIDENTIALITY

8.1 Obligations

Each party agrees to hold the other party's non-public confidential information in strict confidence, not to disclose it to any third party without prior written consent, and to use it only for the purposes of performing obligations under this Agreement. These obligations survive termination for three (3) years.

8.2 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of the confidential information; or (d) is required to be disclosed by applicable law or court order, provided prompt written notice is given to the disclosing party.

9. INTELLECTUAL PROPERTY

ChatPlace retains all right, title, and interest in and to the Services, the ChatPlace Marks, and all related intellectual property. Except for the limited licence in Section 5.3, nothing in this Agreement grants you any ownership rights in the Services or any ChatPlace intellectual property. You shall not register, or attempt to register, any domain name, trademark, or other intellectual property right that incorporates or is confusingly similar to any ChatPlace Mark.

10. TERM AND TERMINATION

10.1 Term

This Agreement commences on the date you first access the Partner Cabinet or distribute your Referral Link and continues until terminated by either party in accordance with this Section 10.

10.2 Termination by Either Party

Either party may terminate this Agreement at any time, for any reason, by providing thirty (30) days' written notice to the other party by email.

10.3 Immediate Termination by ChatPlace

ChatPlace may terminate this Agreement immediately, without prior notice, if:

• you breach any material provision and (where remediable) fail to remedy the breach within 10 days of written notice;
• you engage in any fraudulent, deceptive, or illegal activity in connection with the Affiliate Program;
• you violate the FTC Guidelines or applicable advertising disclosure laws;
• your actions, in ChatPlace's reasonable judgment, damage or risk damaging ChatPlace's reputation or brand;
• ChatPlace is required to do so to comply with applicable law or a regulatory requirement;
• you become subject to sanctions or export control restrictions as described in Section 6.4.

10.4 Effect of Termination

Upon termination: (a) the Referral Link will be deactivated; (b) no further Commissions will accrue after the effective date of termination; (c) Commissions earned for Qualifying Transactions completed prior to termination and above the Payment Threshold will be paid in accordance with the normal payment schedule, unless terminated for fraud or material breach, in which case ChatPlace may forfeit accrued unpaid Commissions; and (d) you must immediately cease use of ChatPlace Marks.

10.5 Survival

Sections 3, 6, 7, 8, 9, 10.4, 11, 12, 13, and 14 survive termination of this Agreement.

11. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the legal power and authority to enter into this Agreement, that this Agreement does not conflict with any other agreement to which it is a party, and that it will comply with all applicable laws and regulations.

You additionally represent and warrant that all information provided in connection with the Affiliate Program is accurate and complete; that you will not make false or misleading representations about the Services; that your promotional activities will not infringe any third party's intellectual property rights; and that you are not subject to any applicable sanctions.

12. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ChatPlace and its officers, directors, employees, agents, and successors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• your participation in the Affiliate Program;
• your violation of this Agreement or any applicable law or regulation;
• your promotional content or activities, including any claim of infringement of third-party rights;
• any false or misleading representation you make about the Services;
• your failure to comply with FTC Guidelines or applicable disclosure requirements.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

CHATPLACE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION, EVEN IF CHATPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;

CHATPLACE'S TOTAL AGGREGATE LIABILITY TO YOU WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. AMENDMENTS

ChatPlace reserves the right to modify this Agreement at any time. ChatPlace will provide at least thirty (30) days' advance written notice of material changes, by email to the address on file for your ChatPlace account or by posting a notice at https://chatplace.io/affiliate-agreement. Your continued participation following the effective date of any modification constitutes your acceptance. If you do not agree, you must notify ChatPlace and cease participation prior to the effective date.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions.

15.2 Arbitration

Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English in New York, New York. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

15.4 Limitation on Actions

Any claim arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues. After this period, any such claim is permanently barred.

15.5 Language

This Agreement is made in the English language, which shall be the controlling language for all purposes. Any translation is provided for convenience only and shall have no legal effect.

16. GENERAL PROVISIONS

16.1 Entire Agreement

This Agreement, together with the ChatPlace Terms of Service and Privacy Policy, constitutes the entire agreement between the parties with respect to the Affiliate Program and supersedes all prior agreements, negotiations, and understandings.

16.2 Severability

If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

16.3 Waiver

No failure or delay by either party in exercising any right shall operate as a waiver. A waiver of any breach shall not constitute a waiver of any subsequent breach.

16.4 Assignment

You may not assign or transfer any rights or obligations under this Agreement without ChatPlace's prior written consent. ChatPlace may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to you.

16.5 Notices

Notices to ChatPlace must be sent to support@chatplace.io. Notices to you will be sent to the email address associated with your ChatPlace account. Notice is effective upon receipt, or, if delivery is disputed, 24 hours after sending.

16.6 Force Majeure

Neither party shall be liable for failure or delay caused by circumstances beyond its reasonable control, including acts of God, war, government action, or internet outages, provided prompt written notice is given and reasonable efforts are made to resume performance.

17. CONTACT INFORMATION

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