Affiliate Program Terms of Service

This Affiliate Program Terms of Service ("Agreement") governs your participation in the Littlebird Affiliate Program ("Program"). By enrolling in the Program, you agree to the terms of this Agreement between you ("Affiliate," "you," or "your") and Littlebird, Inc. ("Littlebird," "we," "us," or "our").

This Agreement incorporates the most current version of all policies, guidelines, and rules referenced herein. If you enroll on behalf of an entity or organization, you represent that you have the authority to bind that entity to this Agreement.

1. Program Overview

The Littlebird Affiliate Program allows approved participants ("Affiliates") to earn commissions by referring new customers to Littlebird through unique tracking links. The Program is powered by Dub (dub.co), and certain program mechanics, including commission tracking, payouts, and reporting, are administered through the Dub Partners platform.

By participating in the Program, you also agree to comply with Dub's Partner Terms of Service (https://dub.co/legal/partners) and any applicable payment provider terms.

2. Eligibility

Acceptance into the Program is at the sole discretion of Littlebird. We may reject or revoke any application or membership for any reason. To participate, you must:

• Accept this Agreement and any applicable terms of service.
• Complete all steps necessary to create your affiliate account.
• Provide and maintain a valid, up-to-date payment method in your account.
• Complete all required tax documentation necessary to process payments owed to you.

3. Commissions

3.1 Commission Structure

Commission rates, eligible events, and payout schedules are defined in the Program dashboard on Dub and may be updated from time to time. Please refer to your Dub affiliate dashboard for the current commission structure and program details. Littlebird reserves the right to modify the commission structure at any time with reasonable notice.

3.2 Attribution Window

When a prospective customer clicks your affiliate link, a 90-day attribution window begins. If that customer completes a qualifying purchase within 90 days, you will be eligible for a commission. Clicks that do not result in a qualifying purchase within the attribution window will not generate a commission.

3.3 Commission Eligibility

You will only be eligible for commissions on transactions completed through your unique affiliate link. Commissions will not be payable if:

• The customer was already a Littlebird user or was actively engaged in a sales process with Littlebird at or before the time they clicked your affiliate link.
• The customer began through your affiliate link but completed their purchase through a Littlebird sales representative or other sales-assisted process.
• The transaction is later reversed due to a refund, chargeback, or subscription cancellation.

If multiple affiliates claim credit for the same referral, Littlebird will determine the eligible affiliate at its sole discretion based on available tracking data.

3.4 Payments

Commission payouts are processed through the Dub Partners platform via Stripe, Inc. (or PayPal in regions where Stripe is not available). There is no minimum payout threshold. Commissions may be held for a reasonable period following the transaction to account for refunds, chargebacks, or subscription cancellations before becoming eligible for payout.

3.5 Taxes

You are responsible for paying all taxes, duties, or other governmental charges imposed on any commission payments made to you.

4. Prohibited Conduct

In connection with your participation in the Program, you agree that you will not:

• Self-refer. Use your affiliate link to purchase Littlebird for yourself or for accounts you own or control.
• Bid on brand terms. Purchase paid search or display ads targeting "Littlebird," "littlebird.ai," or any variations of our brand name or trademarks.
• Spam. Send unsolicited messages, emails, or communications of any kind to promote Littlebird. You must comply with CAN-SPAM, TCPA, the EU ePrivacy Directive, and all other applicable laws governing electronic communications.
• Misrepresent. Make false, misleading, or exaggerated claims about Littlebird, its features, its pricing, or your relationship with Littlebird. You may not state or imply that Littlebird sponsors or endorses you unless expressly authorized in writing.
• Engage in fraud. Use cookie stuffing, click fraud, fake accounts, bots, or any other deceptive method to inflate referrals or commissions.
• Use prohibited content. Associate your affiliate link with content that is defamatory, offensive, obscene, discriminatory, or that promotes hatred or violence.
• Impersonate Littlebird. Create websites, domains, social media handles, or email addresses containing "Littlebird" or "littlebird.ai" or that could be confused with official Littlebird properties.
• Violate applicable law. Violate any laws, regulations, or platform terms in connection with your promotional activities.

Violation of any of the above may result in immediate termination from the Program and forfeiture of all pending commissions.

5. FTC Disclosure and Compliance

You must clearly and prominently disclose your affiliate relationship with Littlebird in all content where you promote or link to Littlebird. Your disclosures must comply with the U.S. Federal Trade Commission's guidelines on endorsements and testimonials, as well as any other applicable advertising disclosure laws and regulations.

A helpful reference is available at: https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers

You must also comply with all applicable privacy laws, including GDPR and CCPA where relevant, and the terms of service of any platform or channel you use to distribute content.

6. Intellectual Property

6.1 Limited License

Littlebird grants you a limited, non-exclusive, non-transferable, revocable license to use Littlebird's name, logo, and approved marketing materials solely for the purpose of promoting Littlebird in connection with the Program. You must follow any brand guidelines we provide and may not modify, alter, or distort any Littlebird trademarks or materials.

6.2 Restrictions

You may not copy, modify, distribute, sell, or create derivative works from any Littlebird content, features, or software except as expressly permitted under this Agreement. All goodwill arising from use of Littlebird trademarks inures to Littlebird's benefit.

6.3 Content License to Littlebird

You grant Littlebird a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, and display any content you create in connection with your participation in the Program for the purpose of promoting Littlebird and its services. You may revoke this license at any time by contacting partnerships@littlebird.ai.

7. Confidentiality

Commission rates, conversion data, program performance metrics, and other non-public information related to the Program are confidential. You may not disclose this information to any third party without Littlebird's prior written consent.

8. Relationship of the Parties

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between you and Littlebird. You are not authorized to make any commitments or representations on behalf of Littlebird.

9. Term and Termination

This Agreement begins when you are accepted into the Program and continues until terminated. Either party may terminate this Agreement at any time, for any reason, by providing written notice (including email).

Upon termination:

• Your right to use any affiliate links, Littlebird trademarks, and marketing materials will immediately cease.
• Commissions that have been confirmed and are not subject to pending refund or chargeback review will still be paid out.
• Commissions that are pending, unverified, or associated with transactions later reversed will not be paid.

Littlebird reserves the right to withhold final payouts for a reasonable period following termination to account for refunds or chargebacks.

10. Limitation of Liability

Littlebird is provided "as is" without any warranties, express or implied. To the fullest extent permitted by law, Littlebird will not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to this Agreement or the Program. Our total liability under this Agreement will not exceed the total commissions actually paid to you in the twelve (12) months preceding the claim or $500, whichever is greater.

11. Indemnification

You agree to indemnify, defend, and hold harmless Littlebird, its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising from your participation in the Program, your promotional activities, or your breach of this Agreement or any applicable law.

12. Modifications

We may update this Agreement from time to time. We will provide notice of material changes via email or through the Program dashboard. Your continued participation in the Program after any changes take effect constitutes your acceptance of the updated terms.

13. Governing Law

This Agreement shall be governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

14. Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full effect.

15. Entire Agreement

This Agreement, together with any Program policies and guidelines referenced herein, constitutes the entire agreement between you and Littlebird regarding your participation in the Program and supersedes all prior agreements or understandings on this subject.

16. Contact

Questions about the Affiliate Program or this Agreement? Contact us at partnerships@littlebird.ai.

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