1. Scope & Definitions

This Master Affiliate Agreement (the “Agreement”) constitutes a legally binding contract between Nexly.biz (the “Company”) and the participating entity (the “Affiliate”). This Agreement governs the technical, operational, and fiscal parameters of the Nexly Partnership Network.

2. Eligibility Lifecycle

Affiliate participation is contingent upon continuous compliance with enterprise-grade eligibility standards. To maintain Active Status, the Affiliate represents and warrants that:

• It has the requisite legal authority and corporate power to enter into and perform its obligations under this Agreement.
• Its promotional activities do not conflict with any existing contractual obligations or regional regulatory frameworks.
• It is not situated in, or under the control of, any jurisdiction subject to OFAC sanctions or international trade restrictions.

The Company reserves the right to conduct periodic re-vetting and may terminate participation if risk thresholds are exceeded.

3. Attribution Protocols

Tracking integrity is maintained via a proprietary attribution engine. The Affiliate acknowledges that:

• Attribution is processed via "Last-Click" logic, where the final Affiliate link accessed by the Lead prior to registration determines the conversion owner.
• Attribution data is recorded on the Company’s servers; in the event of any discrepancy, the Company’s server logs shall serve as the final source of truth.
• The Company is not liable for tracking failures caused by Lead-side browser configurations, ad-blocking software, or the rejection of tracking cookies.

4. Yield & Commissions

The yield engine calculates commissions based on the performance tiering assigned to the Affiliate Account. Yield is generated through:

The Company may prospectively adjust commission rates by providing 30 days’ notice. Continued participation after such adjustment constitutes acceptance.

5. Marketing Conduct

Professionalism is the baseline for all Partnership activity. Affiliates must ensure that all promotional content is:

• Compliant: Adhering to all FTC Endorsement Guides and regional Consumer Protection laws.
• Transparent: Clearly disclosing the commercial nature of the relationship (e.g., using "Sponsored" or "Ad" tags).
• Authorized: Utilizing only the creative assets provided or explicitly pre-approved by the Company.

6. Restricted Practices

Failure to adhere to these restrictions will result in immediate suspension and total commission forfeiture. Restricted acts include:

• Deceptive Traffic: Generating traffic via botnets, automated scripts, or incentive-based "get-rich-quick" schemes.
• Brand Bidding: Purchasing search engine keywords that include "Nexly" or any phonetically similar variations.
• Framing: Rendering the Company’s website within an iframe or layering content over the Company’s platform.
• Self-Referral: Registering accounts for personal use through your own affiliate link.

7. Anti-Corruption & Trade Compliance

The Affiliate shall comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. The Affiliate represents that it has not, and will not, offer or give anything of value to any government official or private entity to improperly influence any act or decision.

Furthermore, the Affiliate represents that it is not a party to any transaction that would violate international trade sanctions or export control regulations.

8. Data Privacy & Protection

Each party shall comply with its respective obligations under applicable data protection laws, including GDPR and CCPA. The Affiliate acknowledges that:

• It is solely responsible for obtaining all necessary consents from Leads before processing their personal data.
• It must maintain a comprehensive, publicly accessible Privacy Policy that discloses its tracking and data collection practices.
• It will not transmit any "Personal Data" (as defined by GDPR) of Leads directly to the Company outside of the automated tracking protocols.

9. System Integrity

The Affiliate shall not perform any action that compromises the security, stability, or integrity of the Nexly infrastructure. This includes, but is not limited to, SQL injection attempts, DDoS activity, or unauthorized API crawling. Any breach of system integrity will be reported to the relevant cyber-defense authorities and will lead to an immediate permanent ban.

10. Payout Governance

Payouts are managed via an automated billing cycle with strict verification requirements:

• Fiscal Verification: Affiliates must provide valid tax documentation (e.g., W-8BEN, W-9) prior to the first disbursement.
• Holding Period: A 45-day rolling security buffer is applied to all commissions to mitigate fraud and chargeback exposure.
• Threshold: The default minimum payout threshold is $100.00 USD. Balances below this threshold will roll over to the subsequent cycle.

11. Audit & Record Keeping

The Affiliate shall maintain accurate and complete records of its marketing activities for a period of three (3) years following the termination of this Agreement. The Company, or its designated third-party auditor, reserves the right to inspect these records with five (5) business days’ notice to ensure compliance with the terms of this Agreement.

12. Intellectual Property

The Company retains all right, title, and interest in and to the Proprietary Assets. During the Term, the Company grants the Affiliate a revocable, non-exclusive, non-sublicensable license to use authorized Brand Assets solely for Program promotion.

The Affiliate shall not challenge the validity of the Company’s Intellectual Property or register any domain names, social media handles, or trademarks that are confusingly similar to the Company’s brands.

13. Confidentiality

"Confidential Information" includes all non-public information disclosed by the Company, including commission rates, conversion data, and technical roadmaps. The Affiliate shall:

• Protect Confidential Information using at least the same degree of care it uses for its own sensitive data.
• Use Confidential Information only for the purpose of performing under this Agreement.
• Immediately notify the Company of any unauthorized disclosure.

14. Liability & Indemnity

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT. THE COMPANY’S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL COMMISSIONS PAID TO THE AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Indemnification: The Affiliate agrees to indemnify and defend the Company against any third-party claims arising from the Affiliate’s promotional activities, breach of data privacy laws, or violation of this Agreement.

15. Termination

This Agreement may be terminated by either party upon written notice. Termination for cause (e.g., breach of restricted practices) is effective immediately. Upon termination, all licenses granted herein cease, and the Affiliate must remove all Company assets from its promotional channels.

Provisions regarding Confidentiality, Intellectual Property, and Liability shall survive the termination of this Agreement.

16. Dispute Resolution & Arbitration

All disputes arising out of this Agreement shall be resolved through binding arbitration. The parties agree to waive their right to a jury trial or to participate in a class action lawsuit.

• The arbitration shall be conducted in accordance with the rules of the International Chamber of Commerce (ICC).
• The seat of arbitration shall be determined by the Company’s primary corporate registration locale.
• The language of the proceedings shall be English.

17. Miscellaneous

• Force Majeure: Neither party shall be liable for failures caused by events beyond their reasonable control, including cyber-attacks, grid failures, or regulatory shifts.
• No Waiver: The failure to enforce any provision does not constitute a waiver of future enforcement rights.
• Severability: If any provision is found unenforceable, the remainder of the Agreement remains in full force.
• Electronic Signature: Enrollment in the Program via the Company’s digital portal constitutes a valid electronic signature.

18. Official Notices

All legal notices to the Company must be sent via registered trackable mail or through the official Partner Ticket System. Standard inquiries can be directed to the Affiliate Desk below.