Affiliate Program Terms

1. Agreement

These Affiliate Program Terms (the "Terms") govern participation in the Agency Pilot Affiliate Program (the "Program") operated by Devtech, LLC, an Ohio limited liability company doing business as Agency Pilot ("Agency Pilot," "we," "us" or "our"), 3416 Erhart Road, Litchfield, Ohio 44253.

By applying to the Program, enrolling, logging into the affiliate dashboard, sharing an Agency Pilot affiliate link, or accepting any commission, you ("Affiliate" or "you") confirm that you have read and agree to these Terms, the Agency Pilot Terms of Service, the Acceptable Use Policy and the Privacy Policy. Those documents are incorporated into these Terms by reference. If these Terms conflict with the Terms of Service on a Program matter, these Terms control.

If you do not agree to these Terms, do not apply to or participate in the Program.

2. Definitions

• "Affiliate Link" means the unique tracking URL, code or identifier we assign to you.
• "Attribution Window" means the 90-day period that begins when a person clicks your Affiliate Link.
• "Base Subscription" means the recurring subscription fee for a Referred Customer's Agency Pilot plan, including the additional client blocks that are part of the Agency plan's price, and nothing else.
• "Brand Assets" means the Agency Pilot name, logos, trademarks, service marks, domain names (including agencypilot.io), trade dress, screenshots, and any other branding or materials we own or provide.
• "Commission" means the amount payable to you on a Qualified Purchase under the Commission Schedule.
• "Commission Schedule" means the commission rates, structure, payout thresholds and eligibility rules in section 5, as shown in the affiliate dashboard or otherwise provided to you in writing, as we amend them from time to time.
• "Net Revenue" means the part of a Base Subscription payment that we actually collect from a Referred Customer, less taxes, refunds, credits, discounts, chargebacks and reversals.
• "Qualified Purchase" has the meaning in section 4.
• "Referred Customer" means a new customer who, according to our tracking records, clicked your Affiliate Link, signed up and purchased a paid Agency Pilot subscription within the Attribution Window, and who did not have, and never previously had, an Agency Pilot account.
• "Month" means a calendar month, measured in Eastern time.

3. Enrollment and relationship

1. Approval. We may accept or reject any application, in our sole discretion, without giving a reason.
2. Eligibility. You must be at least 18 years old, able to enter a binding contract, and provide accurate and complete information. You must keep your contact, tax and payout information current. You may hold only one affiliate account unless we approve otherwise in writing.
3. Independent contractor. You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, franchise or reseller relationship. You have no authority to bind Agency Pilot, make promises or representations on our behalf, or accept payment for our services.
4. Non-exclusive. The Program is non-exclusive. We may work with other affiliates, including in your market or niche.
5. Your costs and compliance. You are solely responsible for your own marketing costs and for complying with every law, regulation and platform rule that applies to your promotional activity, including consumer protection, advertising, privacy, email, text messaging and telemarketing laws.
6. No sub-affiliates. You may not recruit, pay or use sub-affiliates, agents or third parties to promote your Affiliate Link without our prior written approval. You are responsible for the conduct of anyone acting on your behalf.

4. Commissions and Qualified Purchases

1. Earning a Commission. You earn a Commission only on a Qualified Purchase, at the rate in the Commission Schedule.
2. Qualified Purchase. A Base Subscription payment by a Referred Customer becomes a "Qualified Purchase" only when all of the following are true:
   1. the Referred Customer is attributed to your Affiliate Link under section 6;
   2. the payment has been collected in full;
   3. the Referred Customer's account has remained active, paid and in good standing for 45 consecutive days after the payment, with no cancellation, refund request, chargeback, payment dispute, failed payment or suspension during that period; and
   4. the payment is not disqualified under these Terms.
3. Purchases that never qualify. No Commission is earned on:
   1. purchases by you, your employees or household members, or any business you own, control or work for;
   2. any customer who has, or previously had, an Agency Pilot account, other than your own Referred Customer;
   3. an account opened after a cancellation by the same person, business or payment method;
   4. free trials that do not convert to a paid subscription;
   5. test, internal, complimentary or duplicate accounts; or
   6. any purchase connected to conduct prohibited by sections 9, 10 or 11.
4. Pending amounts are not earned. Amounts shown as pending, estimated or unqualified in the affiliate dashboard are not earned or owed until they become Qualified Purchases, and remain subject to section 8 after payment.
5. Our records control. Our tracking and payment records are final and binding for determining Referred Customers, Qualified Purchases and Commissions, absent manifest error. We are not responsible for Commissions lost because of cookie blocking, cleared cookies, browser or device settings, ad blockers, tracking failures or other technical issues.

5. Commission Schedule

Unless we tell you a different rate in writing, the current Commission Schedule is:

1. Rate. 25% of Net Revenue from each Qualified Purchase, recurring for as long as the Referred Customer's account stays active and keeps paying. On annual plans, the Commission is 25% of the Net Revenue of the annual payment.
2. Base Subscription only. Commission is calculated on the Base Subscription and nothing else. No Commission is payable on add-ons, additional seats or optional paid features (including click-fraud protection and session recording add-ons); credit packs, top-ups and usage charges; upsells, upgrades of anything other than the Base Subscription, and setup, onboarding or other one-time fees; services we or anyone else provide to the customer; or sales tax, VAT or any other tax, transaction or payment fee.
3. After discounts. Commission follows what we actually collect. For example, a Base Subscription of $100 with a $20 discount means $80 is collected, and the Commission is 25% of $80, which is $20. Discounts we offer to customers, including launch and founding-agency offers, apply in the same way.
4. Part payments. If only part of an invoice is collected, Commission follows the part of the Base Subscription that was collected. If nothing is collected, no Commission is earned.
5. Rounding. Commission is calculated in cents and rounded to the nearest cent, with half a cent rounded up.
6. Minimum payout. We may set a minimum payout amount, shown in your affiliate dashboard. Balances below the minimum carry forward to the next payout.

Each Commission has one of these statuses, shown in your affiliate dashboard.

6. Tracking and attribution

1. Last click, 90 days. Attribution is last click. If a person clicks more than one affiliate link before signing up, credit goes to the affiliate whose valid link was clicked last before the sign-up. A click counts only if the first paid purchase occurs within the 90-day Attribution Window that begins with that click.
2. Expired or lost tracking. No Commission is owed if the Attribution Window has expired, the tracking cookie or identifier was deleted or blocked, or the sign-up was made without your Affiliate Link.
3. Attribution is permanent. Once a Referred Customer's account is created, the referring affiliate, or the absence of one, is fixed. It will not be changed, reassigned, transferred, split or added later for any reason, including at your request or the customer's request, and including after a later click on another affiliate's link.
4. No retroactive credit. We do not grant credit for customers who signed up before clicking your Affiliate Link or who signed up without it.
5. No re-affiliation. An existing customer may not cancel, close or reopen an account, or open a new account, for the purpose of changing the referring affiliate. We may treat any new account tied to the same person, business, payment method, domain or other identifying details as a continuation of the original account. If a Referred Customer cancels and later reactivates, the account stays with its original affiliate.
6. Invalid clicks. Clicks that are invalid, automated, duplicated or suspected of fraud are not counted. We may hold a referral for review before any Commission on it is approved.

7. Payouts, fees and taxes

1. Schedule. We pay approved Commissions between the 15th and the 22nd day of each month, measured in Eastern time. Each payout covers Commissions on payments collected in the previous Month or earlier that have become Qualified Purchases by the payout date and have not already been paid, net of reversals under section 8.
2. Currency. All Commissions are calculated and paid in U.S. dollars.
3. Payout account. We pay through the third-party payout processor we designate. You must complete its onboarding and identity verification and keep a valid payout account in good standing. We will hold Commissions until you do. Your use of the payout processor is subject to its own terms.
4. Fees are yours. You are responsible for every fee connected with receiving a payout, including payout processor fees, currency conversion and exchange fees, wire fees, bank fees and intermediary bank fees. We may deduct these fees from your payout.
5. Taxes. You are solely responsible for all taxes on Commissions you receive. You must provide a completed IRS Form W-9 or the applicable Form W-8 before any payout. We may withhold payment until we receive it, withhold amounts required by law, and issue tax reporting forms as required.
6. Holds. We may hold a payout while a referral or transaction is under review, and we may carry a balance forward to the next payout.
7. Errors and offsets. We may correct any overpayment or payment error by offsetting it against current or future Commissions.
8. Payment disputes. You must notify us in writing of any dispute about a payout within 60 days after the payout date. Disputes not raised within that period are waived.
9. Unclaimed amounts. If you do not complete payout onboarding within 12 months after a Commission becomes payable, we may treat that Commission as forfeited, to the extent permitted by law.

8. Chargebacks, refunds, cancellations and clawback

1. Reversal. If any payment on which a Commission was credited or paid is refunded, charged back, cancelled, reversed, disputed, credited, or determined to be fraudulent or in violation of these Terms, we may reverse the Commission. This applies before and after the Commission is paid. If a dispute is decided in our favour after we reversed the Commission, we will reinstate it.
2. Recovery methods. We may recover any reversed or overpaid Commission by any one or more of the following:
   1. offsetting it against current or future Commissions;
   2. invoicing you, with payment due within 15 days after the invoice date;
   3. debiting your payout account or financial institution under the authorization in section 8.3; or
   4. any other lawful means of collection.
3. Debit authorization. By enrolling in payouts, you authorize Agency Pilot and its payout processor to debit your payout account, and any financial institution account linked to it, for amounts you owe under this section, to the extent permitted by the payout processor's terms and applicable law.
4. Fees on abusive transactions. If a reversal results from conduct prohibited by sections 9, 10 or 11, you also owe any chargeback, dispute and processing fees we incur on that transaction.

9. Promotion rules and brand use

1. Limited license. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Brand Assets we provide, solely to promote the Program under these Terms and any brand guidelines we issue. All goodwill from that use belongs to Agency Pilot. We may revoke this license at any time.
2. You are not Agency Pilot. You may not advertise or present yourself as Agency Pilot, or as an employee, representative, partner, authorized reseller or official channel of Agency Pilot.
3. Brand name in advertising. You may not use the Agency Pilot name, any Brand Asset, or any confusingly similar term in paid advertising of any kind without our prior written approval. This includes ad copy, headlines, display URLs, sponsored posts, and paid social or video ads.
4. Paid search. Without our prior written approval, you may not bid on, purchase or target "Agency Pilot," "agencypilot," "agencypilot.io," or any misspelling, variation or combination of those terms as a keyword, and you may not link paid ads directly to any Agency Pilot website.
5. Names, domains and accounts. You may not register or use any domain name, subdomain, social media handle, username, page name, app name or business name that contains any Brand Asset or anything confusingly similar.
6. Organic content. In your own non-paid content, such as reviews, blog posts, videos and newsletters, you may refer to Agency Pilot by name to describe it accurately and truthfully, as long as you comply with sections 10 and 12 and do not imply that we sponsor or endorse your content.
7. Accurate claims only. You may describe Agency Pilot's features, pricing and offers only as they appear on our official website at the time. You may not promise results, rankings, leads, revenue or earnings.
8. Removal on request. You must remove or change any content that mentions Agency Pilot within 48 hours after we ask, for any reason.
9. After termination. When your participation ends, you must stop using all Brand Assets and remove all Affiliate Links and Program content within five days.

10. Prohibited conduct

You may not, directly or indirectly, and may not allow anyone acting for you to:

1. Rebate or pay for sign-ups. Offer, share or pay any part of your Commission, or any cash, gift card, credit, refund, service or other thing of value, to induce anyone to sign up or purchase, including paying people to sign up.
2. Self-refer. Purchase an account for yourself, your business, your employees or anyone in your household through your own Affiliate Link.
3. Cookie stuff. Set or drop an affiliate cookie or tracking identifier without a genuine, intentional click by the user on your Affiliate Link.
4. Force clicks. Use forced redirects, pop-ups, pop-unders, hidden frames, invisible links, auto-clicks, browser extensions, toolbars or adware to set an affiliate cookie.
5. Manipulate or mask links. Alter, hide, spoof or mask your Affiliate Link or its tracking parameters, or conceal the true source of your traffic.
6. Take unearned credit. Claim credit for customers you did not actually refer, including by intercepting people already on their way to Agency Pilot, posting links on coupon or deal sites without approval, or placing links on our own pages, support channels or communities.
7. Re-affiliate customers. Encourage or help an existing customer cancel, close, downgrade or reopen an account in order to move that customer under your Affiliate Link.
8. Offer unauthorized incentives. Offer or advertise any coupon, discount, promo code, free trial, extended trial, prize, contest, sweepstakes, bonus or other incentive that we have not approved in writing.
9. Share or sell links. Share your Affiliate Link with other affiliates, trade links, or distribute it through sub-affiliate networks, link brokers or incentive networks without our prior written approval.
10. Spam. Send unsolicited or mass email, text messages, phone calls, direct messages, comments or forum posts, use purchased or scraped contact lists, or use automated dialing or messaging tools.
11. Mislead. Use false, misleading or unsubstantiated advertising, fake reviews or testimonials, or any income, earnings, results or ranking guarantees.
12. Impersonate. Impersonate Agency Pilot or its staff, or build any website, page, ad, email or profile that copies or imitates our website or could reasonably be mistaken for an official Agency Pilot property.
13. Generate fake activity. Use bots, scripts, click farms, fake or duplicate accounts, stolen or borrowed identities, or payment methods that do not belong to the purchaser.
14. Promote in prohibited places. Place Affiliate Links or Brand Assets on or near content that is illegal, sexually explicit, hateful, violent, deceptive or infringing.
15. Violate platform rules. Violate the advertising or community rules of any platform you use to promote the Program.
16. Access others' data. Interfere with tracking, or try to see or use another affiliate's or customer's information.

11. Abuse, circumvention and investigations

1. Abuse and circumvention. You may not directly or indirectly manipulate, circumvent, exploit or interfere with the Program's tracking, attribution, eligibility, commission or payment systems to obtain Commissions that would not otherwise have been earned.
2. Right to investigate. We may investigate any referral, account or transaction that we reasonably believe involves fraud, manipulation, self-referral, collusion, artificial attribution, prohibited conduct or other abuse.
3. What we may review. In an investigation or in routine monitoring, we may review and compare information such as payment method details and fingerprints, account and business ownership, names, email addresses, phone numbers, domains, IP addresses, device and browser information, sign-up timing and patterns, click and conversion data, refund, cancellation and chargeback rates, and clusters of accounts created shortly after affiliate clicks. We process this information as described in our Privacy Policy.
4. Your cooperation. On request, you must provide information and documents about your traffic sources, promotional materials and referrals within 10 business days. Failure to cooperate is a violation of these Terms.
5. Our remedies. During an investigation, we may pause, hold or withhold any Commission, without interest. If we determine, in our reasonable good-faith judgment, that abuse or a violation occurred, we may do any or all of the following:
   1. reverse, offset or recover Commissions under section 8;
   2. forfeit all unpaid Commissions, whether or not related to the violation;
   3. suspend or deactivate your Affiliate Links; and
   4. suspend or terminate your participation in the Program.
6. Final determination. Our good-faith determination of abuse or a violation is final for purposes of the Program.

12. FTC disclosures and monitoring

1. Required disclosure. In every piece of content that promotes Agency Pilot or contains your Affiliate Link, you must clearly and conspicuously disclose that you may earn a commission from purchases made through your link. Your disclosures must comply with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 C.F.R. Part 255, and any other applicable law.
2. How to disclose. The disclosure must be in plain language, such as "I earn a commission if you buy through my link." It must appear close to the recommendation and before the link, be easy to notice on every device, and not be hidden in a separate page, a footer, a "more" link or a group of hashtags. In video and livestream content, the disclosure must be made in the video itself, in words, and repeated during livestreams.
3. Honest endorsements. Your statements must reflect your honest opinions and actual experience with Agency Pilot. You may not create, buy or post fake or incentivized reviews or testimonials, in violation of 16 C.F.R. Part 465 or otherwise.
4. Monitoring. We may monitor your promotional content for compliance with these Terms and applicable law. On request, you must provide links to or copies of all content in which you promote Agency Pilot.
5. Correction. You must correct or remove any non-compliant content within 48 hours after we notify you. We may withhold Commissions on referrals from non-compliant content and may suspend or terminate your participation for any compliance failure.

13. Changes to the Program and these Terms

1. Our right to change. We may change these Terms, the Commission Schedule, the commission and payout structure, attribution rules, eligibility rules or any other part of the Program at any time, for any reason, with or without prior notice.
2. Effective date. Changes take effect when posted on this page or in the affiliate dashboard, unless we state a later date. The "Last updated" date at the top shows the date of the latest change.
3. Acceptance. Your continued participation after a change takes effect, including keeping your Affiliate Links active or continuing to promote Agency Pilot, means you accept the change. If you do not agree to a change, your only remedy is to stop participating and end your participation under section 14.
4. Commission changes. A change to commission rates or payout structure applies to payments that become Qualified Purchases after the change takes effect.
5. Suspending or ending the Program. We may suspend, pause or discontinue the Program, in whole or in part, at any time.

14. Suspension and termination

1. Termination at any time. Either party may end your participation in the Program at any time, for any reason or no reason, with or without notice. We may suspend your participation instead of ending it. Commission does not build up while your affiliate account is suspended.
2. Effect of termination. When your participation ends, your Affiliate Links stop tracking, your license to use Brand Assets ends, and you must comply with section 9.9.
3. Termination without a violation. If your participation ends for a reason other than a violation of these Terms, we will pay Commissions on payments collected before the end date that become Qualified Purchases within 45 days after that date, on the normal schedule and subject to section 8. No Commission is earned on any payment collected after the end date.
4. Termination for a violation. If your participation ends because of a violation of these Terms, all unpaid Commissions are forfeited, and we may recover previously paid Commissions under section 8.
5. Inactive accounts. We may close any affiliate account that has no Qualified Purchases for 12 consecutive months.
6. Survival. Sections 4.5, 7, 8, 9.9, 11, 12.5, 14, 15, 16 and 17, and any other provision that by its nature should survive, survive termination.

15. Customers, confidentiality, disclaimers, liability and indemnity

1. Customers belong to Agency Pilot. Referred Customers are Agency Pilot customers. You acquire no rights in their accounts or data and may not use any information we provide to contact, solicit or market to them.
2. Confidentiality. Non-public information about the Program, including any special commission terms, customer information and dashboard data, is confidential. You may use it only to participate in the Program and may not disclose it to anyone else.
3. Disclaimer. The Program, the affiliate dashboard and our tracking systems are provided "as is" and "as available." We make no promise that you will earn any amount, that tracking will be uninterrupted or error-free, or that the Program will continue.
4. Limitation of liability. To the fullest extent permitted by law, Agency Pilot is not liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue or business opportunity, arising from the Program or these Terms. Our total liability for all claims relating to the Program or these Terms will not exceed the Commissions paid to you in the six months before the claim arose.
5. Indemnity. You will defend, indemnify and hold harmless Devtech, LLC and its members, managers, employees and agents from all claims, losses, fines, penalties, damages and expenses, including reasonable attorney fees, arising from your promotional activity, your content, your breach of these Terms, your violation of any law or platform rule, or any claim by a third party or regulator relating to your conduct.

16. Notice of claims, disputes and governing law

1. Notice first. Before starting any lawsuit or arbitration, the party with the claim must send the other party written notice of the claim and the resolution sought by certified mail, and allow 30 days after delivery for a response. Notices to Agency Pilot go to Devtech, LLC, 3416 Erhart Road, Litchfield, Ohio 44253. Notices to you go to the address or email on file in your affiliate account.
2. Where claims are heard. Any claim within the jurisdiction of the Medina Municipal Court will be brought there. Any other claim will be resolved by final and binding individual arbitration administered by JAMS under its rules then in effect, seated in Medina County, Ohio. Judgment on an award may be entered in any court with jurisdiction.
3. Class action waiver. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective, consolidated or representative proceeding.
4. Brand protection. Notwithstanding section 16.2, Agency Pilot may seek injunctive or other equitable relief in any court of competent jurisdiction to stop misuse of its Brand Assets or other intellectual property.
5. Governing law and venue. These Terms are governed by the laws of the State of Ohio, without regard to its conflict-of-laws rules. Any court proceeding permitted by these Terms will be brought in the Medina Municipal Court, the Medina County Court of Common Pleas, or the United States District Court for the Northern District of Ohio, and you consent to personal jurisdiction there.
6. Time limit. Any claim relating to the Program or these Terms must be brought within one year after it arises, or it is permanently barred.

17. General

1. Entire agreement. These Terms, the Commission Schedule, the Terms of Service, the Acceptable Use Policy and the Privacy Policy are the entire agreement between you and Agency Pilot about the Program and replace any prior understanding.
2. Assignment. You may not assign or transfer these Terms, your affiliate account or any Commission without our prior written consent. We may assign these Terms without restriction.
3. Severability. If any provision is found unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions stay in effect.
4. No waiver. Our failure or delay in enforcing any provision is not a waiver of our right to enforce it later.
5. Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control, including outages or failures of payment, payout, hosting or tracking providers.
6. Electronic acceptance. Your electronic acceptance of these Terms, including ticking the box when you apply, or your participation in the Program, has the same effect as a signed written agreement.
7. Headings. Headings are for convenience only and do not affect interpretation.

18. Contact

Questions about the Program or these Terms: support@agencypilot.io. Written notices: Devtech, LLC, 3416 Erhart Road, Litchfield, Ohio 44253. To apply, go to the affiliate sign-up page. A plain-language overview is on the Affiliate Program page.