TOOL LEAKS AFFILIATE PROGRAM AGREEMENT

This Tool Leaks Affiliate Program Agreement (“Agreement”) is entered into between Toolbox Widget Inc., acting through its Tool Leaks brand (“Tool Leaks,” “Company,” “we,” “us,” or “our”), and the individual or legal entity applying to or participating in the Tool Leaks Affiliate Program (“Affiliate,” “you,” or “your”).

By submitting an application, checking an acceptance box, accessing Affiliate benefits, using an Affiliate referral link, or otherwise participating in the Program, Affiliate agrees to be legally bound by this Agreement.

1. Eligibility and Authority

Affiliate must:

1. Be at least eighteen years old;

2. Have the legal authority to enter into this Agreement;

3. Provide complete and accurate application, payment, identity, and tax information;

4. Participate only from a country or territory approved by Tool Leaks; and

5. Comply with this Agreement, all Program instructions, applicable laws, regulations, platform policies, and Tool Leaks brand requirements.

If Affiliate participates on behalf of a business, Affiliate represents that the person accepting this Agreement has authority to bind that business.

2. Enrollment and Program Status

Participation requires application and approval by Tool Leaks. Tool Leaks has no obligation to approve any applicant and may approve, decline, place under review, limit, suspend, or terminate an Affiliate at any time.

Affiliate status may include Applicant, Approved, Active, Inactive, Under Review, Suspended, or Terminated. Affiliate benefits, tracking, commissions, private pricing, and access to Program materials depend on Affiliate remaining approved, active, compliant, and in good standing.

Affiliate must promptly update Tool Leaks regarding any change to Affiliate’s identity, ownership, contact information, payment information, tax status, social-media accounts, websites, or promotional methods.

Unless Tool Leaks approves otherwise in writing, each person, business, household, or commonly controlled group may maintain only one Affiliate account.

3. Changes to the Program or Agreement

Tool Leaks may modify this Agreement, commission rates, Affiliate benefits, Program requirements, eligible products, tracking methods, attribution rules, payment schedules, discounts, or any other Program feature at any time.

Changes will become effective on the date stated in the updated Agreement or Program notice. Continued participation after the effective date constitutes acceptance of the updated terms.

Changes to commissions will apply prospectively unless an adjustment is required because of fraud, refund, chargeback, duplication, tracking error, policy violation, or another condition making a commission ineligible.

Tool Leaks may temporarily suspend or permanently discontinue the Program without liability.

4. Affiliate Commission

While approved and in good standing, Affiliate may earn a one-time commission of twenty dollars for each Qualifying Membership Signup properly attributed to Affiliate.

The commission is earned only once for each Qualifying Membership Signup and is not recurring.

Affiliate does not earn commissions on:

1. Monthly membership renewals;

2. Merchandise or tool purchases;

3. Shipping, taxes, duties, fees, or store credit;

4. Gift cards;

5. Membership reactivations;

6. Existing or former members unless expressly approved;

7. Duplicate, replacement, test, fraudulent, or unauthorized accounts;

8. Affiliate’s own account or purchases;

9. Accounts controlled, funded, reimbursed, or created by Affiliate;

10. Referrals involving Affiliate’s employees, agents, immediate household, or commonly controlled businesses unless Tool Leaks approves the referral in writing; or

11. Transactions not properly tracked and attributed under this Agreement.

Tool Leaks may change the commission amount for future referrals by providing notice through the Affiliate platform, dashboard, email, or updated Agreement.

5. Qualifying Membership Signups

A “Qualifying Membership Signup” is a legitimate new customer who:

1. Uses Affiliate’s properly tracked referral link;

2. Completes the Tool Leaks membership enrollment process;

3. Provides valid and authorized payment information;

4. Successfully pays the initial membership charge;

5. Remains active and in good standing through the applicable validation period;

6. Is not refunded, charged back, reversed, duplicated, fraudulent, or otherwise disqualified;

7. Is not already attributed to another Affiliate or marketing source; and

8. Has not been obtained through prohibited conduct.

A signup is not qualifying merely because it appears in an Affiliate dashboard. Dashboard entries may remain pending and are subject to validation, reversal, correction, or rejection.

Tool Leaks’ records and fraud-detection systems will control unless Tool Leaks determines that a clear technical error occurred.

6. Referral Tracking and Attribution

Referrals are tracked through Affiliate’s unique referral link using last-click attribution and a thirty-day cookie window unless Tool Leaks specifies otherwise.

A referral may not be attributed to Affiliate when:

1. The customer does not use Affiliate’s link;

2. The customer uses another Affiliate’s or marketing partner’s link afterward;

3. The customer clears, rejects, blocks, or restricts cookies;

4. The customer changes browsers or devices;

5. Tracking is interrupted by a platform, browser, network, privacy, or technical limitation;

6. The customer was already associated with another Tool Leaks marketing source;

7. The customer was already a Tool Leaks member, lead, applicant, or customer;

8. The referral link was altered, improperly implemented, or used through a prohibited method; or

9. Tool Leaks cannot reasonably verify attribution.

Tool Leaks is not responsible for lost attribution caused by browser settings, cookie deletion, third-party applications, platform changes, device switching, network interruption, tracking outages, or circumstances outside Tool Leaks’ reasonable control.

Manual attribution is permitted only at Tool Leaks’ discretion.

Affiliate must report a suspected tracking or attribution error within thirty days after the transaction. Claims submitted after thirty days may be denied.

7. Validation, Holds, Reversals, and Offsets

Commissions remain pending for at least sixty days after the referred customer’s initial successful payment and may remain pending longer while Tool Leaks investigates fraud, chargebacks, refunds, account duplication, compliance concerns, payment disputes, or attribution issues.

Tool Leaks may reject, cancel, reverse, withhold, or recover commissions connected to:

1. Refunds, reversals, chargebacks, or payment disputes;

2. Fraudulent, unauthorized, stolen, or suspicious payment methods;

3. Duplicate, fake, bot-generated, test, or manipulated accounts;

4. Self-referrals or referrals funded or reimbursed by Affiliate;

5. Customers who exercise an applicable cancellation or refund right;

6. Incorrect attribution;

7. Violations of this Agreement;

8. Misleading advertising or missing disclosures;

9. Incentivized signups not approved by Tool Leaks;

10. Referral-link manipulation, cookie stuffing, forced clicks, or similar activity;

11. Transactions that do not produce collected and retained revenue for Tool Leaks; or

12. Any other signup Tool Leaks reasonably determines is ineligible.

Tool Leaks may offset reversed commissions, overpayments, unauthorized discounts, damages, fees, or other amounts owed by Affiliate against current or future payouts.

If Affiliate’s account has a negative balance, Affiliate must repay the balance within ten days after written notice. Tool Leaks may suspend Affiliate benefits and pursue reasonable collection costs where permitted by law.

8. Commission Payments

Approved commissions will generally be processed monthly through a payment method selected by Tool Leaks.

The minimum payout threshold is fifty dollars. Approved commissions below the threshold will carry forward until the threshold is reached, the account is closed, or applicable law requires another disposition.

Affiliate is responsible for payment-processing fees, currency-conversion fees, bank fees, and similar charges deducted by the Affiliate platform or payment provider.

Tool Leaks may withhold payment until Affiliate provides requested:

1. Identity verification;

2. Payment instructions;

3. Form W-9 or other applicable tax documentation;

4. Banking information;

5. Compliance certifications; and

6. Any information reasonably needed to validate commissions.

No interest accrues on pending, withheld, disputed, or unpaid commissions.

Affiliate must dispute a commission statement or payout calculation within thirty days after the statement or payment is issued. After that period, the statement will be considered accepted except in cases of Tool Leaks’ clear calculation error.

9. Taxes

Affiliate is solely responsible for all federal, state, local, foreign, income, self-employment, sales, use, and other taxes arising from commissions, discounts, complimentary access, products, or benefits received through the Program.

Affiliate must provide a completed Form W-9 or other requested tax documentation before receiving payment. Tool Leaks may withhold payments, apply backup withholding, and issue Form 1099-NEC or other tax forms when required by law.

Tool Leaks does not provide tax advice to Affiliate.

10. Complimentary Affiliate Account

Approved Affiliates may receive one complimentary Tool Leaks membership account and will not be charged the standard membership fee while complimentary Affiliate status remains active.

The complimentary account:

1. Has no cash value;

2. Is nontransferable;

3. May not be shared, sold, rented, assigned, or provided to another person;

4. May be used only by the approved Affiliate;

5. Is subject to the Tool Leaks Membership Terms;

6. May be suspended or removed for inactivity, misuse, noncompliance, termination, or Program changes; and

7. Does not create any vested or continuing right to free membership.

Tool Leaks may modify or discontinue complimentary membership benefits at any time.

11. Private Affiliate Pricing

Approved Affiliates may receive private Affiliate pricing of up to forty percent off eligible merchandise.

Private Affiliate pricing is confidential and may vary by product. Tool Leaks may exclude products or provide a different discount because of:

1. Manufacturer restrictions;

2. Minimum Advertised Price requirements;

3. Distributor or supplier agreements;

4. Inventory limitations;

5. Insufficient margin;

6. Clearance or promotional pricing;

7. Special-order status;

8. Product-category restrictions; or

9. Other business considerations.

Private Affiliate pricing does not apply to membership fees, gift cards, shipping, taxes, duties, fees, or excluded products.

Tool Leaks may change or discontinue private Affiliate pricing at any time.

12. No Stacking of Benefits

An order receiving private Affiliate pricing does not also receive:

1. The standard member discount;

2. Tool Leaks store credit or rewards;

3. Promotional discounts;

4. Coupon-code discounts;

5. Sale pricing unless Tool Leaks permits it;

6. Referral commissions; or

7. Any other benefit Tool Leaks identifies as non-stackable.

The private Affiliate price is the complete purchasing benefit for that transaction.

Tool Leaks may cancel, reprice, or reject an order when discounts, benefits, or promotions are incorrectly combined.

13. Affiliate Purchase Limits and Resale Restrictions

Private Affiliate pricing is limited to a cumulative maximum of two units per SKU during Affiliate’s participation in the Program unless Tool Leaks provides prior written approval for additional units.

Tool Leaks may treat substantially similar products, product variants, multipacks, bundles, replacement SKUs, and successor products as the same SKU for purposes of enforcing this limit.

Private Affiliate pricing is intended solely for Affiliate’s personal use, testing, evaluation, content creation, demonstration, or approved comparison.

Affiliate may not:

1. Purchase discounted products for unauthorized resale;

2. Supply discounted products to another reseller;

3. Purchase on behalf of another person or business;

4. Transfer or sell private pricing access;

5. Circumvent quantity limits using multiple accounts, addresses, payment methods, identities, or businesses;

6. Publicly advertise private Affiliate pricing;

7. Share screenshots, codes, links, or account access that reveal private pricing; or

8. Use private pricing to compete with Tool Leaks or its authorized sellers.

Tool Leaks may cancel orders, revoke discounts, suspend benefits, recover improperly obtained benefits, or terminate Affiliate for violating this section.

14. Required Representation of Tool Leaks

Affiliate must describe Tool Leaks, its membership, products, pricing, discounts, rewards, shipping, cancellation rights, warranties, and other terms accurately and only through current information supplied or approved by Tool Leaks.

As of the effective date of Affiliate’s acceptance, the principal customer-facing membership terms include:

1. Membership is $19.99 per month;

2. Membership includes a twelve-month minimum commitment;

3. Membership continues monthly after the commitment until canceled under the applicable Membership Terms;

4. Members receive twenty percent off eligible products;

5. Members receive ten percent of eligible merchandise purchases as Tool Leaks store credit;

6. Merchandise orders are subject to a $12.99 flat shipping charge;

7. Tool Leaks does not automatically ship tools; and

8. A member may request cancellation during the first sixty days only under the applicable exception, including the requirement that the member has not made a merchandise purchase.

These terms may change. Affiliate must promptly correct or remove outdated content after receiving notice or becoming aware of a change.

Affiliate may not claim or imply that:

1. Tool Leaks is free;

2. The membership is a free trial;

3. Membership can always be canceled at any time without restriction;

4. Every product is guaranteed to be discounted by a specific percentage;

5. Shipping is free;

6. Store credit can be withdrawn, redeemed, or exchanged for cash;

7. Tools are automatically shipped;

8. Savings, inventory, delivery dates, or product availability are guaranteed;

9. Affiliate owns, controls, represents, or officially speaks for Tool Leaks;

10. Affiliate pricing is available to ordinary members;

11. Affiliate’s complimentary membership is available to normal customers;

12. Tool Leaks has approved content that Tool Leaks has not approved;

13. A product has features, certifications, warranties, performance, safety benefits, or uses that Tool Leaks has not substantiated; or

14. A customer should dispute or charge back a valid Tool Leaks charge.

Affiliate may not make price-comparison or savings claims unless they are truthful, current, documented, and approved where Tool Leaks requires approval.

15. Affiliate Disclosures and Endorsements

Affiliate must clearly and conspicuously disclose every material connection with Tool Leaks, including commissions, complimentary membership, discounts, free or discounted products, gifts, payments, or other benefits.

The disclosure must:

1. Appear with or before the endorsement;

2. Be easy to notice, read, hear, and understand;

3. Be placed close to the Affiliate link or endorsement;

4. Not be hidden in a profile, biography, separate page, hashtag collection, collapsed caption, or after a “more” button;

5. Be included in every separate post, video, story, livestream, email, or other endorsement;

6. Be made both verbally and visually near the beginning of video content;

7. Be repeated periodically during livestreams; and

8. Comply with all additional platform disclosure tools and policies.

Acceptable language may include:

• “I earn a commission when someone joins through my link.”

• “Tool Leaks Affiliate.”

• “Paid Affiliate.”

• “Sponsored.”

• “Ad.”

Affiliate must not use vague disclosures such as “thanks,” “partner,” “collab,” or an unexplained brand hashtag when the relationship would not be clear to an ordinary viewer.

Affiliate must express honest opinions and may not claim to have used or experienced a product, service, or benefit that Affiliate has not actually used or experienced. Affiliate-disclosure obligations apply even when Affiliate receives no commission on a particular transaction.

16. Content Standards and Brand Protection

All advertisements, posts, videos, reviews, livestreams, emails, messages, websites, landing pages, and other promotional materials created or distributed by Affiliate (“Affiliate Content”) must be truthful, professional, lawful, nondeceptive, and consistent with Tool Leaks’ current brand standards.

Affiliate may not publish or distribute Affiliate Content that:

1. Contains false, misleading, unsubstantiated, or materially incomplete statements;

2. Misrepresents Tool Leaks, its products, membership, prices, policies, warranties, inventory, shipping, or customer service;

3. Uses fake reviews, fake customers, fabricated demonstrations, altered results, or staged experiences presented as genuine;

4. Uses artificial intelligence, deepfakes, synthetic voices, manipulated imagery, or materially altered product demonstrations without Tool Leaks’ written approval;

5. Infringes intellectual-property, privacy, publicity, music, performance, or other third-party rights;

6. Includes third-party music, photographs, footage, logos, trademarks, personalities, or other material without all required rights and licenses;

7. Is obscene, sexually explicit, hateful, harassing, discriminatory, defamatory, threatening, fraudulent, illegal, violent, dangerous, or reasonably likely to damage the Tool Leaks brand;

8. Promotes unsafe product use or disregards manufacturer instructions;

9. Makes false or misleading comparisons with a competitor;

10. Disparages Tool Leaks, its customers, suppliers, employees, products, or business partners;

11. Targets children or persons under eighteen;

12. Encourages unlawful, fraudulent, abusive, or dishonest conduct; or

13. Creates a reasonable risk of regulatory action, consumer harm, reputational damage, or legal liability for Tool Leaks.

Tool Leaks may require prior review of Affiliate Content at any time.

Affiliate must modify or remove content within twenty-four hours after receiving a request from Tool Leaks, or sooner when Tool Leaks identifies an urgent legal, safety, privacy, intellectual-property, or reputational concern.

17. Prohibited Promotional Activity

Affiliate may not engage in:

1. Fraudulent, fake, duplicated, incentivized, or bot-generated signups;

2. Unauthorized self-referrals;

3. Use of stolen, unauthorized, prepaid, manipulated, or suspicious payment methods;

4. Cookie stuffing, forced clicks, hidden links, invisible frames, automatic redirects, pop-ups, pop-unders, adware, spyware, toolbars, browser extensions, or device manipulation;

5. Misleading link cloaking or traffic-source concealment;

6. Spam or mass unsolicited communications;

7. Trademark bidding or paid-search advertising using “Tool Leaks,” “Toolbox Widget,” related trademarks, misspellings, or confusingly similar terms;

8. Registering or using domains, social handles, business names, applications, pages, groups, or profiles containing Tool Leaks trademarks or confusingly similar wording;

9. Impersonating Tool Leaks or creating an “official” Tool Leaks account;

10. Advertising Affiliate links through coupon, cashback, loyalty, rebate, deal, or browser-extension websites without written approval;

11. Sharing private Affiliate codes, pricing, screenshots, dashboards, or benefits;

12. Using sub-affiliates, referral networks, lead brokers, media buyers, agencies, or third-party promoters without written approval;

13. Posting Affiliate links in Tool Leaks-owned pages, advertisements, social comments, support channels, customer groups, or communities without written approval;

14. Purchasing advertisements that appear to be Tool Leaks advertisements;

15. Creating fake scarcity, deceptive countdown timers, or false limited-time claims;

16. Offering cash, rebates, prizes, giveaways, discounts, or other incentives for membership signups without written approval;

17. Collecting customer payments or orders on behalf of Tool Leaks;

18. Making unauthorized refund, return, warranty, shipping, delivery, certification, or customer-service promises;

19. Encouraging customers to dispute valid charges; or

20. Any method Tool Leaks reasonably determines manipulates attribution, damages the brand, creates compliance risk, or produces low-quality or invalid customers.

18. Email, Text, Calling, and Privacy Compliance

Affiliate is solely responsible for all communications Affiliate sends or causes to be sent.

Affiliate must comply with the CAN-SPAM Act, the Telephone Consumer Protection Act, applicable privacy and data-protection laws, Do-Not-Call requirements, consent requirements, and platform rules.

Affiliate may not use purchased, rented, scraped, harvested, generated, or unlawfully obtained contact lists.

Commercial emails must include truthful sender information, nondeceptive subject lines, required identification, a valid physical address where required, and a functioning opt-out mechanism that is promptly honored. Marketing texts, automated calls, prerecorded calls, and similar communications may be sent only when Affiliate has obtained and documented all legally required consent.

Affiliate must maintain evidence of required consent and compliance for at least four years or longer when required by law.

Affiliate may not collect Tool Leaks customer information through an unapproved form, website, application, chatbot, contest, or other mechanism. Affiliate may not sell, disclose, retain, or use customer information for any purpose unrelated to an authorized Tool Leaks promotion.

Affiliate must notify Tool Leaks within twenty-four hours after discovering any suspected data breach, unauthorized disclosure, compromised account, or unlawful use of information connected to Tool Leaks.

19. Confidential Information

“Confidential Information” includes all nonpublic information concerning Tool Leaks, including:

1. Private Affiliate pricing;

2. Internal product costs or margins;

3. Affiliate dashboards;

4. Conversion data;

5. Commission information;

6. Customer information;

7. Unpublished products or promotions;

8. Supplier, manufacturer, distributor, or business relationships;

9. Marketing strategies;

10. Sales data;

11. Program documents marked or reasonably understood as confidential;

12. Technical information;

13. Account credentials; and

14. Other nonpublic business information.

Affiliate may use Confidential Information only to participate in the Program and may not photograph, record, screenshot, copy, publish, disclose, sell, transfer, reverse engineer, or use it for any other purpose.

Affiliate must use reasonable safeguards to protect Confidential Information and immediately notify Tool Leaks of suspected unauthorized access or disclosure.

These restrictions do not apply to information Affiliate can document was lawfully public through no breach by Affiliate, independently developed without use of Confidential Information, or lawfully received without a confidentiality obligation.

If disclosure is legally compelled, Affiliate must provide Tool Leaks prompt notice where legally permitted and disclose only the minimum information required.

Tool Leaks may seek immediate injunctive relief for an actual or threatened breach of this section.

20. Tool Leaks Intellectual Property

Tool Leaks grants Affiliate a limited, nonexclusive, revocable, nontransferable, nonsublicensable license to use approved Tool Leaks names, trademarks, logos, referral links, product images, and promotional materials solely to promote Tool Leaks while Affiliate remains active and compliant.

Affiliate may not:

1. Alter Tool Leaks trademarks or logos;

2. Remove trademark, copyright, or proprietary notices;

3. Combine Tool Leaks marks with another mark;

4. Register Tool Leaks marks or confusingly similar names;

5. Challenge Tool Leaks’ ownership or rights;

6. Use Tool Leaks marks in a company name, domain, application, social handle, product, service, or paid advertisement;

7. Manufacture or sell branded merchandise;

8. Create derivative branding without approval;

9. Imply endorsement, sponsorship, ownership, agency, or official status beyond the Affiliate relationship; or

10. Continue using Tool Leaks intellectual property after suspension or termination.

All goodwill arising from Affiliate’s use of Tool Leaks intellectual property belongs exclusively to Tool Leaks.

Tool Leaks may revoke permission to use any asset or mark at any time.

21. License to Affiliate Content

Affiliate retains ownership of Affiliate Content, subject to the rights granted in this Agreement.

Affiliate grants Tool Leaks and its affiliates, successors, licensees, distributors, advertising partners, and service providers a worldwide, perpetual, irrevocable, royalty-free, fully paid, transferable, and sublicensable license to:

1. Reproduce, host, store, edit, crop, resize, translate, adapt, publish, display, perform, distribute, advertise, promote, and create derivative works from Affiliate Content that features, promotes, reviews, discusses, or references Tool Leaks, the Program, or Tool Leaks products;

2. Use Affiliate Content in organic and paid advertising, websites, emails, social media, retailer materials, presentations, trade shows, training, public relations, and other marketing;

3. Use Affiliate’s name, approved biography, social handle, image, voice, likeness, statements, and performance contained in the Affiliate Content; and

4. Combine Affiliate Content with other materials.

No additional approval, attribution, or compensation is required unless Tool Leaks separately agrees in writing.

Affiliate waives, to the extent permitted by law, moral rights and similar rights in Affiliate Content licensed under this section.

Affiliate represents and warrants that Affiliate owns or controls all rights necessary to grant this license and has obtained all required releases, permissions, and licenses from individuals and third-party rights holders appearing in or contributing to Affiliate Content.

Tool Leaks is not required to use any Affiliate Content and may stop using content at any time.

22. Monitoring, Records, and Audit Rights

Tool Leaks may monitor Affiliate’s websites, social accounts, advertisements, communications, content, traffic sources, signup patterns, and Program activity.

Affiliate must provide, within three business days after request:

1. Copies of Affiliate Content;

2. Advertising records;

3. Traffic-source information;

4. Consent records;

5. Disclosure examples;

6. Communication logs;

7. Proof of intellectual-property rights;

8. Payment or transaction information relevant to suspected fraud;

9. Information concerning subcontractors or third parties; and

10. Other records reasonably related to Program compliance.

Tool Leaks may suspend Affiliate, benefits, tracking, payouts, or access while conducting an investigation.

Failure to cooperate with a compliance review is a material breach of this Agreement.

23. Reputation and Conduct

Affiliate must conduct itself in a manner consistent with the reputation and values of Tool Leaks.

Tool Leaks may immediately suspend or terminate Affiliate when Tool Leaks reasonably believes that Affiliate’s conduct, public statements, content, business activities, criminal conduct, fraud allegations, harassment, discriminatory behavior, unsafe conduct, or other activity may expose Tool Leaks to legal, commercial, safety, or reputational harm.

Tool Leaks is not required to wait for a final judicial or regulatory determination before taking protective action under this section.

24. Independent Contractor

Affiliate is an independent contractor and not an employee, worker, agent, franchisee, legal representative, joint venturer, or partner of Tool Leaks.

Affiliate has no authority to:

1. Bind Tool Leaks;

2. Sign an agreement for Tool Leaks;

3. Incur an obligation on behalf of Tool Leaks;

4. Collect payment for Tool Leaks;

5. Make warranties or commitments for Tool Leaks; or

6. Represent that Affiliate has authority beyond this Agreement.

Affiliate controls the time, place, manner, and means of Affiliate’s promotional activities, subject to this Agreement and applicable law.

Affiliate is responsible for all expenses, equipment, insurance, licenses, permits, personnel, taxes, and business obligations associated with Affiliate’s participation.

Affiliate is not entitled to wages, employee benefits, paid leave, reimbursement, workers’ compensation, unemployment benefits, retirement benefits, or other employee rights.

Nothing in this Agreement guarantees Affiliate any minimum commission, traffic, referrals, products, content opportunities, earnings, or duration of participation.

25. Affiliate Representations and Warranties

Affiliate represents and warrants that:

1. Affiliate has authority to enter into and perform this Agreement;

2. Affiliate’s participation does not violate another agreement;

3. All information provided to Tool Leaks is accurate;

4. Affiliate Content and promotional activities comply with applicable law;

5. Affiliate owns or controls all necessary intellectual-property, privacy, publicity, music, performance, and other rights;

6. Affiliate will make all required disclosures;

7. Affiliate will not make deceptive or unsubstantiated claims;

8. Affiliate will not introduce malware, harmful code, or security vulnerabilities;

9. Affiliate will not interfere with Tool Leaks’ websites, systems, tracking, accounts, or customer relationships;

10. Affiliate is not prohibited by law from participating;

11. Affiliate will comply with sanctions, export, privacy, advertising, and consumer-protection requirements applicable to Affiliate; and

12. Affiliate will promptly notify Tool Leaks of any fact that makes these representations inaccurate.

26. Suspension and Termination

Either party may terminate this Agreement at any time.

Tool Leaks may suspend or terminate Affiliate immediately, with or without prior notice, for any reason, including:

1. Breach of this Agreement;

2. Suspected fraud or abuse;

3. Brand or reputational concerns;

4. Inactivity;

5. Low-quality or invalid referrals;

6. Missing disclosures;

7. Misleading advertising;

8. Unauthorized use of intellectual property;

9. Unauthorized resale;

10. Confidentiality violations;

11. Failure to cooperate with an investigation;

12. Legal, regulatory, platform, supplier, manufacturer, or business risk; or

13. Discontinuation or modification of the Program.

Upon suspension or termination:

1. Affiliate must immediately stop presenting itself as a Tool Leaks Affiliate;

2. Affiliate must stop using Affiliate links, codes, private pricing, Confidential Information, and Tool Leaks intellectual property;

3. Affiliate must remove Tool Leaks branding and prohibited content within twenty-four hours;

4. Complimentary membership and private Affiliate pricing end;

5. Tracking and future commission eligibility end;

6. Pending commissions remain subject to validation and reversal;

7. Affiliate is entitled only to commissions Tool Leaks determines were validly earned, approved, and not subject to offset; and

8. Tool Leaks may retain records necessary for legal, tax, fraud-prevention, and business purposes.

Termination does not limit any other right or remedy.

27. Program and Service Disclaimer

THE PROGRAM, AFFILIATE PLATFORM, TRACKING, LINKS, MATERIALS, PRODUCTS, BENEFITS, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOL LEAKS DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, SECURITY, AND RESULTS.

TOOL LEAKS DOES NOT GUARANTEE:

1. Any level of earnings;

2. Any number of referrals or conversions;

3. Continuous or error-free tracking;

4. Availability of products or benefits;

5. Continued commission rates or discounts;

6. Accuracy of third-party platforms;

7. That links, cookies, dashboards, or payment systems will operate without interruption; or

8. That participation will continue for any period.

Affiliate assumes the risk that tracking, platforms, pricing, inventory, membership terms, customer behavior, and Program features may change.

28. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TOOL LEAKS AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, SERVICE PROVIDERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOST OPPORTUNITIES, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR COST OF REPLACEMENT SERVICES.

TOOL LEAKS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory asserted and even if Tool Leaks was advised that damages were possible.

Nothing in this section excludes liability that cannot lawfully be excluded.

29. Indemnification

Affiliate will defend, indemnify, and hold harmless Tool Leaks and its affiliates, owners, officers, directors, employees, agents, successors, suppliers, manufacturers, distributors, licensors, service providers, and advertising partners from all claims, demands, investigations, regulatory actions, losses, liabilities, judgments, settlements, penalties, fines, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

1. Affiliate Content;

2. Affiliate’s promotional or business activities;

3. Affiliate’s breach of this Agreement;

4. False, misleading, unsubstantiated, or unauthorized statements;

5. Missing or inadequate disclosures;

6. Violations of advertising, privacy, communications, intellectual-property, consumer-protection, tax, or other laws;

7. Email, text-message, telephone, or direct-message campaigns;

8. Unauthorized use of third-party content, music, images, trademarks, likenesses, or other rights;

9. Affiliate’s products, services, employees, agents, contractors, or sub-affiliates;

10. Taxes or employment-related claims involving Affiliate;

11. Fraud, negligence, willful misconduct, or unlawful activity;

12. Data breaches or unauthorized information use;

13. Customer disputes caused by Affiliate’s statements or conduct; or

14. Any allegation that Affiliate Content infringes or violates another person’s rights.

Tool Leaks may control the defense and settlement of an indemnified matter. Affiliate may not settle a claim in a manner that admits wrongdoing by, imposes obligations on, or affects the rights of Tool Leaks without Tool Leaks’ written approval.

Affiliate’s indemnification obligations are independent of the liability limitations in this Agreement.

30. Dispute Resolution and Arbitration

Before initiating a formal proceeding, the complaining party must send written notice describing the dispute and requested resolution. The parties will attempt in good faith to resolve the dispute for thirty days after notice is received.

Except for eligible small-claims matters or requests for temporary or injunctive relief involving intellectual property, confidentiality, fraud, data security, or unauthorized access, any dispute arising from or related to this Agreement or the Program will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.

The legal seat of arbitration will be Flathead County, Montana. The arbitration may be conducted remotely unless the arbitrator determines that an in-person hearing is necessary. The arbitration will be conducted in English before one arbitrator.

The arbitrator may award any individual remedy available under applicable law but may not consolidate claims or preside over a representative, collective, coordinated, or class proceeding.

AFFILIATE AND TOOL LEAKS WAIVE THE RIGHT TO A JURY TRIAL.

AFFILIATE AND TOOL LEAKS AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

If the class-action waiver is determined unenforceable as to a particular claim, that claim must be litigated in a court of competent jurisdiction and not in arbitration, while all enforceable claims remain subject to arbitration.

Nothing prevents Tool Leaks from seeking temporary, preliminary, or permanent injunctive relief in any court with jurisdiction to protect intellectual property, Confidential Information, customer information, security, or the integrity of the Program.

Any claim must be filed within one year after the event giving rise to the claim, unless applicable law prohibits shortening the limitations period.

31. Governing Law and Court Venue

This Agreement is governed by the laws of the State of Montana, without regard to conflict-of-law principles.

For any dispute not subject to arbitration, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts serving Flathead County, Montana.

Affiliate waives objections based on personal jurisdiction, venue, or inconvenient forum.

32. Notices and Electronic Communications

Tool Leaks may provide notices through email, the Affiliate dashboard, the Affiliate platform, an updated Agreement, or another electronic method associated with Affiliate’s account.

Affiliate is responsible for maintaining a current email address and regularly reviewing Program communications.

Notices to Tool Leaks must be delivered through the contact method designated in the Affiliate platform or Program dashboard.

Electronic acceptance, checkboxes, typed signatures, and electronic records have the same force and effect as an original handwritten signature.

33. General Terms

This Agreement and any Program policies incorporated by reference constitute the entire agreement concerning the Affiliate Program and supersede all prior or contemporaneous proposals, communications, promises, and understandings concerning the Program.

A separate written campaign agreement signed by Tool Leaks controls only to the extent it expressly conflicts with this Agreement.

Affiliate may not assign, delegate, transfer, sublicense, or sell this Agreement, an Affiliate account, referral link, commission right, benefit, or obligation without Tool Leaks’ written consent.

Tool Leaks may assign or transfer this Agreement, in whole or in part, to an affiliate, successor, purchaser, or other party.

No failure or delay in exercising a right constitutes a waiver.

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

Headings are for convenience only.

This Agreement creates no third-party beneficiary rights.

Tool Leaks is not responsible for delay or failure caused by events outside its reasonable control, including natural disasters, war, labor disputes, supply interruptions, government action, platform outages, cyberattacks, carrier failures, payment-provider failures, internet interruption, or telecommunications failures.

Sections concerning payment adjustments, taxes, confidentiality, intellectual property, content licenses, records, disclaimers, limitation of liability, indemnification, dispute resolution, and any provision that by its nature should survive will survive suspension or termination.

34. Affiliate Acknowledgment

By applying to, accessing, or participating in the Program, Affiliate acknowledges that Affiliate:

1. Has read and understands this Agreement;

2. Has had the opportunity to seek independent legal and tax advice;

3. Agrees to be bound by this Agreement;

4. Understands that commissions and benefits are conditional and may be changed or discontinued;

5. Understands the mandatory arbitration, jury-trial waiver, and class-action waiver; and

6. Is authorized to accept this Agreement personally or on behalf of the identified business.