xTiles PartnerStack Affiliate Program Terms and Conditions

The purpose of the Program is to give you the opportunity to learn about xTiles’s visual productivity products (the “xTiles Products”) and to encourage you to recommend the xTiles Products to prospective customers and users (“xTiles Customers”). To participate, you must be of the age of majority under the law of your country of residence (generally 18 years), and by entering into this Agreement you confirm that you meet this requirement.

Program members may receive commissions and other benefits described from time to time on the xTiles partner dashboard (the “Program Guide”) or communicated to you directly. Benefits may vary by partner group or tier and may require acceptance of additional terms specific to such benefits (see Section 17 below).

xTiles may provide you with access to xTiles branding, trademarks, logos, and trade dress (the “xTiles Marks”), together with promotional and training materials (the “xTiles Materials”). Subject to your continued compliance with this Agreement, xTiles grants you a personal, limited, revocable, non-exclusive, non-transferable license to use the xTiles Marks and xTiles Materials solely to promote the xTiles Products within the Program. xTiles may revoke or modify this license at any time in its sole discretion. You must comply with any brand guidelines published or provided to you by xTiles.

Any non-public information xTiles provides to you regarding its business, technology, pricing, product roadmap, customers, or financial affairs (“Confidential Information”) is xTiles’s exclusive property. You agree to protect Confidential Information from disclosure, to use it solely to promote the xTiles Products, and to return or destroy it upon xTiles’s request. Personal data of any xTiles Customer that you receive in connection with the Program constitutes Confidential Information and must be handled in accordance with applicable data protection law, including GDPR where applicable.

Except for the limited rights expressly granted to you under this Agreement, xTiles retains all right, title, and interest, including without limitation all intellectual property rights, in and to the xTiles Products, the xTiles Materials, and the xTiles Marks. You acknowledge and agree that this Agreement does not grant any express or implied license to use or otherwise exploit the xTiles Products, the xTiles Materials, or the xTiles Marks, except as expressly set forth herein.

Further, all use of the xTiles Materials and xTiles Marks, including all goodwill arising therefrom, shall inure to the benefit of xTiles.

If you provide any suggestions, enhancement requests, feedback, recommendations, or other information relating to any current or future xTiles products or services, the xTiles Materials, or the xTiles Marks (“Feedback”), you hereby grant xTiles an irrevocable, perpetual, non-exclusive, worldwide, transferable, sub-licensable, royalty-free, fully paid-up right and license to disclose, use, and incorporate such Feedback to develop, improve, use, create, commercialize, or otherwise exploit any xTiles products or services, without any compensation to you and without any obligation to provide you with an accounting or reporting.

You represent and warrant that you will:

• Comply with all applicable law, including anti-corruption, privacy, and data protection law;
• Not make false or misleading statements about xTiles or the xTiles Products;
• Not hold yourself out as an agent of xTiles or claim any authority to enter into agreements on xTiles’s behalf;
• Not offer financial or similar incentives to prospective customers in connection with the Program, except as expressly permitted by xTiles;
• Not engage in deceptive, misleading, or unethical practices, and not publish offensive, unlawful, or infringing content; and
• Not advertise the xTiles Products alongside gambling, adult content, or illegal or controlled substances.

You confirm that you are not an agent of xTiles and have no authority to enter into contracts, or to sell or resell subscriptions, on xTiles’s behalf.

During the term of your participation in the Program and thereafter, you will not make statements that disparage xTiles, its officers, directors, employees, or business, whether directly or indirectly, in writing, orally, or otherwise.

You are an independent contractor, and not an employee, agent, joint venturer, franchisee, or partner of xTiles. You are solely responsible for any taxes and social contributions arising in connection with amounts paid to you under this Agreement. This Agreement is non-exclusive; xTiles may operate other affiliate or referral programs and offer competing terms to other partners.

This Agreement takes effect when you first accept it or begin participating in the Program, and remains in effect until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, upon notice to the other party. In addition to termination for convenience, xTiles may immediately suspend or terminate your participation for:

• Failure to complete or maintain KYC/KYB verification required for payouts;
• Insolvency, bankruptcy, or an assignment for the benefit of creditors;
• Breach of this Agreement, including the Marketing Guidelines in Section 18 below; or
• Fraudulent, abusive, or bad-faith referral activity.

Termination for convenience by either party takes effect at the end of the then-current quarterly payment cycle, so that commissions accrued for Eligible Referrals are settled in the ordinary course. Upon termination, you must cease using the xTiles Marks and Materials, remove any references to your participation in the Program, and stop distributing your Affiliate Link. Sections 4–6 and 8–13 survive termination of this Agreement.

Each party agrees to indemnify, defend, and hold harmless the other party and its officers, directors, and employees from third-party claims arising out of (a) the indemnifying party’s breach of this Agreement, (b) its violation of applicable law, or (c) its gross negligence or willful misconduct. The party seeking indemnification must promptly notify the indemnifying party of any claim and must not settle a claim without the indemnifying party’s consent; the indemnifying party controls the defense, and the indemnified party may participate through its own counsel at its own expense.

The Program, the xTiles Materials, and the xTiles Marks are provided “as is” without warranties of any kind. To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, or consequential damages. Each party’s aggregate liability arising out of this Agreement is limited to the greater of: $100 (one hundred U.S. dollars) or the amount of commissions paid to you under the Program during the preceding twelve (12) months, whichever is greater.

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any disputes arising out of this Agreement or the Program will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Either party may bring a claim relating to intellectual property or confidentiality in a court of competent jurisdiction.

You represent that you are not named on any government denied-party or sanctions list, and that you will not use the Program or the xTiles Materials in a sanctioned country or in violation of applicable export control or sanctions law. See Section 21 below for countries excluded from paid advertising of the Program.

Commissions under this Agreement are generated, tracked, and paid through the PartnerStack platform. To participate, you must register a Program account through PartnerStack using the link provided by xTiles.

• “Affiliate Link” — a unique tracking link provided through PartnerStack that identifies referrals made by you.
• “Signup” — a user’s initial registration in the xTiles Products after clicking your Affiliate Link.
• “Order” — a paid xTiles subscription placed by an Eligible Referral through your Affiliate Link.
• “Subscription Fee Revenue” — the full amount paid by the customer for an Eligible Referral’s subscription, without deduction of payment-processor fees (e.g., Stripe), less (a) taxes (VAT, sales tax, etc., where charged separately from the price) and (b) refunded, cancelled, or credited amounts.

Eligible Referral

An “Eligible Referral” is a user who (a) signed up for the xTiles Products specifically through your Affiliate Link, (b) is not a Disqualified Referral, and (c) whose Order is the first and, at the time commission is calculated, only paid transaction by that user, provided that you remain a Program participant in good standing.

Disqualified Referral

A user is not considered an Eligible Referral if any of the following applies:

• The user signed up for the xTiles Products other than through your Affiliate Link — whether organically, through another partner’s link, or through another xTiles affiliate program;
• The user currently is, or was at any time within the 12 months preceding the referral, a paying xTiles Customer;
• The user is a person or entity with whom xTiles is prohibited from doing business under applicable law, including sanctions or export-control law; or
• The user is declined by xTiles as a lead or referral for any reason, in xTiles’s sole discretion.

If the same Customer is referred through more than one xTiles affiliate program, the commission is payable under only one of them, in accordance with xTiles’s internal attribution rules.

xTiles pays the Partner a commission on Subscription Fee Revenue for the Eligible Referral’s first qualifying payment, on the following terms:

• Standard commission: 30% of Subscription Fee Revenue on the customer’s first payment.
• Renewals, upgrades, and subsequent payments: $0 — commission applies only to the first payment.
• Applies to the following partner groups: Influencers, Affiliates, Marketplace, and Default, unless a different rate is published for a specific group or promotion on the partner dashboard.

Commissions become available for withdrawal following the reconciliation period published on the partner dashboard, subject to a minimum payout threshold of $5 (per PartnerStack’s platform rules). xTiles may withhold amounts previously paid on Orders that are subsequently refunded or cancelled. You are solely responsible for all taxes arising in connection with commissions paid to you.

In promoting the xTiles Products, you will not:

• Bid on or purchase paid search or social advertising using the term “xTiles,” or confusingly similar terms, misspellings, or variations thereof (brand bidding);
• Register, use, or park any domain confusingly similar to an xTiles domain or trademark (domain squatting/typosquatting);
• Use cookie stuffing, forced clicks, browser extensions, toolbars, or any other technique that generates a referral without a genuine, informed action by the user;
• Send unsolicited bulk email (spam) referencing xTiles or your Affiliate Link, or use misleading subject lines or sender information;
• Use “black-hat” SEO techniques (doorway pages, cloaking, link schemes, negative SEO against competitors) in connection with the Program;
• Run paid advertising that lands directly on xtiles.app without an intervening page containing your own content (the direct-linking restriction); or
• Post your Affiliate Link on coupon, cashback, or loyalty sites, or resell or sub-broker your Affiliate Link, without xTiles’s prior written consent.

If you promote xTiles on social media or otherwise refer prospective customers, you must clearly and conspicuously disclose your material connection to xTiles in accordance with the FTC Endorsement Guides (or the equivalent regulation in your jurisdiction). Suggested disclosure language:

“I participate in the xTiles affiliate program. By referring you as a prospective customer to xTiles, I may receive compensation.”

You may not use the Program to earn commissions in the following cases:

• Referring yourself, or any xTiles account or workspace that you personally use;
• Referring an entity that you own, are employed by, have a contractual relationship with, or otherwise control, unless expressly agreed with xTiles in writing; or
• Using your own Affiliate Link to purchase or upgrade your own xTiles subscription in order to obtain a personal discount or credit.

Commissions earned in violation of this Section are subject to forfeiture and clawback, and your participation in the Program may be terminated in accordance with Section 9 above.

Paid advertising of the Program is prohibited in: Cuba, Iran, North Korea, Syria, Russia, and Belarus, as well as any other jurisdiction or territory subject to comprehensive sanctions imposed by the United States, the European Union, or the United Nations at the time the advertising takes place.

Termination of the Program or this Agreement automatically terminates your access to your Program account on PartnerStack. Commissions accrued and payable for Eligible Referrals prior to the effective date of termination remain payable in accordance with Section 17 above; xTiles has no obligation to pay commissions on referrals that had not attained Eligible Referral status as of the termination date.

This Agreement constitutes the entire agreement between the parties regarding the Program and supersedes any prior proposals or agreements on the subject. You may not assign this Agreement without xTiles’s consent; xTiles may freely assign its rights. Notices to xTiles should be sent to partners@xtiles.app. If any provision is held invalid, the remaining provisions will remain in effect. This Agreement is governed by its English-language text; any translation is provided for convenience only.