Affiliate Program Terms and Conditions

Effective August 17, 2026

Operated by: Framesail Software, a British Columbia General Partnership Contact: affiliate@framesail.com

1. Acceptance of These Terms

These Terms and Conditions ("Terms") govern your participation in the Framesail Affiliate Program (the "Program"). "Framesail," "we," "us," and "our" refer to Framesail Software. "You" and "your" refer to the individual or entity enrolled in the Program (an "Affiliate").

By checking the acceptance box at enrollment, you agree to be bound by these Terms. We record the date, time, email address, and version of these Terms accepted at the moment of enrollment. If you do not agree, do not enroll.

These Terms apply only to the Program. Your use of the Framesail product as a customer is governed separately by our Customer Terms of Service.

2. Eligibility and Enrollment

To participate, you must:

Be at least 18 years of age, or the age of majority in your jurisdiction, whichever is greater
Provide accurate identifying information at enrollment and keep it current
Maintain at least one active promotional channel (a website, channel, community, newsletter, or social account) that you own or control
Not be a current employee, contractor, or partner of Framesail, or an immediate family member of one

Enrollment is at our discretion. We may decline any application, and we may require verification of your identity or promotional channels before approving an account. Approval is not a guarantee of continued participation.

You may hold only one Affiliate account. Operating multiple accounts to circumvent tier thresholds, termination, or any provision of these Terms is grounds for immediate termination and forfeiture under Section 5.4.

2.1 Complimentary Credits

We may provide you with Framesail credits at no charge — to evaluate the product, to produce promotional content, or in recognition of your results. Any such grant is made at our sole discretion, in the amount and at the time we choose.

Complimentary credits are not a benefit of the Program and form no part of your compensation. We are under no obligation to provide them, to continue providing them, or to match an amount granted previously, and we may increase, reduce, or withdraw them at any time without notice. Requesting additional credits does not entitle you to receive them.

Complimentary credits have no cash value. They cannot be exchanged for money, transferred or sold to another person, or set off against commissions owed to you. Any unused complimentary credits may be cancelled when your participation in the Program ends.

Output you generate using complimentary credits is licensed to us under Section 8.

3. Commissions

3.1 What Is Commissionable

Framesail operates on a hybrid pricing model: customers pay for recurring subscription plans and may separately purchase one-time Token Top-Ups.

Commissions are paid on subscription revenue only.

Subscription commissions:

Paid as a percentage of the net subscription amount, at the rate set by your current tier (Section 3.1.1)
Recurring for 12 months from the date of the referred customer's first subscription payment (the "Commission Window")
Apply to the initial subscription payment and all qualifying renewals falling within the Commission Window
Plan upgrades increase your commission proportionally; downgrades decrease it

The Commission Window expires 12 months after the referred customer's first subscription payment. Payments made by that customer after the Commission Window closes earn no commission, and the window does not reopen, extend, or restart if the customer later upgrades, downgrades, cancels and resubscribes, or applies a code again. Revenue received after expiry does not count toward the thresholds in Section 3.1.1.

Token Top-Up purchases are not commissionable under any circumstances, including Top-Ups purchased by customers you referred. Top-Up revenue also does not count toward the revenue thresholds in Section 3.1.1.

3.1.1 Commission Tiers

Your commission rate is determined by your cumulative approved revenue — the total net subscription revenue generated by all customers you have referred since joining the Program, counting only payments whose commission has reached Approved status under Section 4. This is the revenue we received, not the commission paid to you.

Tier	Cumulative approved revenue	Commission rate
1	Below $3,000	20%
2	$3,000+	25%
3	$7,000+	30%

How tiers apply:

Your commission rate is fixed per referred customer at the time that customer's first subscription payment is made (the "Acquisition Rate"). The Acquisition Rate is the rate of your tier at that moment, and it applies to every commissionable payment from that customer for the whole of their Commission Window.
A tier upgrade applies only to customers acquired after the threshold is met. Customers you acquired at a lower tier remain at their Acquisition Rate permanently. Reaching a higher tier does not raise the rate on customers already referred, and upgrades are never applied retroactively to commissions already earned or approved.
A customer's Acquisition Rate does not change if that customer later upgrades or downgrades their plan. Only the amount the rate is applied to changes.
Tiers are cumulative and lifetime — they do not reset on a monthly, quarterly, or annual basis.
Tiers do not decrease due to inactivity. However, clawbacks under Section 5 reduce your cumulative approved revenue and may result in a tier reduction if it falls below a threshold. A tier reduction affects only customers acquired after the reduction; Acquisition Rates already fixed are unaffected.
Your current tier, your progress toward the next tier, and the Acquisition Rate applied to every individual commission are shown in your Affiliate dashboard. Consistent with Section 15, commissions are not itemised by customer identity.

Beyond Tier 3: Affiliates who sustain performance above Tier 3 may be invited into a partner arrangement with individually negotiated terms. Such arrangements are offered at our sole discretion, are not automatic, and are not a contractual entitlement of this Program.

3.2 Attribution

The Program does not use click tracking or a cookie window. Attribution is established solely by the use of your assigned discount code at checkout.

You are assigned a unique discount code at enrollment. A sale is attributed to you when, and only when, that code is applied to a customer's subscription checkout.

For convenience, you are also given a one-click referral link that applies your code to the checkout automatically. To do this the link stores your code in the customer's browser so it survives the pages between clicking your link and paying. That storage is a delivery mechanism for your code, not a separate attribution method, and it records nothing about the customer's browsing. If a customer arrives through your link but the code is removed, replaced, or not applied at the point of payment, no attribution occurs and no commission is earned.

Because attribution depends on the code rather than a stored cookie:

Attribution does not expire. A customer who applies your code months after first hearing about Framesail is still attributed to you.
Attribution is unaffected by browser settings, private browsing, ad blockers, or a customer switching devices between discovery and purchase.
Attribution locks at the customer's first subscription purchase and remains with you for the duration of the Commission Window. It does not transfer to another Affiliate if a different code is later applied to that customer's account, and applying a code to an existing customer's account does not create a new attribution or a new Commission Window.

Your code also carries a customer-facing benefit, described in your welcome email and in the affiliate resources. That benefit is set by us and may be changed or withdrawn on notice under Section 13. It is a promotional offer to the customer, not a term of your commission, and changing it does not affect your commission rate, your tier, or your attribution.

Only one Affiliate can be attributed to any customer. Where a customer's first subscription checkout applies more than one code, or where the applicable code cannot be determined from our records, attribution is resolved by us in good faith and our determination is final.

3.3 Net Subscription Amount

Commissions are calculated on the net subscription amount, meaning the amount actually received by us for that payment, after deduction of:

Payment processing fees charged by our payment processor
Sales tax, GST, HST, VAT, or similar taxes
Any discount applied at checkout
Refunds, partial refunds, and chargebacks

Commissions are calculated and paid in USD. Where a payment is made in another currency, the net amount is converted at the rate applied by our payment processor for that transaction.

4. Pending and Approved Commissions

4.1 Two-Stage Lifecycle

Commissions move through two stages:

Pending. When a referred customer completes a qualifying payment, your commission is recorded as Pending. Pending commissions are visible in your dashboard but are not payable.

Approved. Pending commissions convert automatically to Approved after the hold period in Section 4.2 has elapsed, provided no refund, chargeback, or fraud signal has been triggered.

Only Approved commissions are eligible for payout, and only Approved commissions count toward the tier thresholds in Section 3.1.1.

4.2 Hold Period

The hold period is 30 days from the date of the qualifying payment. This window exceeds our 14-day customer refund window and allows time to detect chargebacks and refund requests before commissions are paid.

4.3 Payout Schedule

Approved commissions are paid monthly, on or around the 15th of each month, covering commissions that became Approved in the prior month
Minimum payout threshold: $50 USD. Balances below the threshold roll over to the next cycle
Payouts are issued via PayPal or Wise, selected by you at enrollment
Payout processor fees, including transfer and currency conversion fees, may be deducted from your payout
Our records are the authoritative and final basis for determining attribution, commission amounts, and tier status. If you believe an error has occurred, you must raise it in writing within 60 days of the relevant payout. Records not disputed within that period are deemed accepted.

4.4 Tax Information and Responsibility

You are solely responsible for reporting and paying all taxes on commissions you earn. You are not our employee and no amounts are withheld on your behalf except where required by law.

Before your first payout, we may require your legal name, address, and tax identification number. For Canadian residents this means a Social Insurance Number or Business Number. We will issue tax slips, including a T4A, where the Canada Revenue Agency requires us to do so.

If you are a Canadian resident registered for GST/HST, you are responsible for determining whether your commissions are subject to GST/HST and for invoicing and remitting accordingly.

If you are not a resident of Canada and perform your promotional activities outside Canada, we do not withhold Canadian tax and do not issue Canadian tax slips. We are not a US payer and do not issue US tax forms.

We may withhold payouts until required tax information has been provided.

5. Clawbacks

5.1 Refunds

If a referred customer receives a refund, the corresponding commission is reversed.

Full refund: the full commission for that payment is reversed
Partial refund: the commission is reversed proportionally. A 40% refund results in a 40% clawback of that commission

Refunds and disputes relating to Token Top-Up purchases have no effect on Affiliate balances, because Top-Ups are not commissionable.

5.2 Chargebacks

If a referred customer initiates a chargeback, the corresponding commission is reversed in full immediately, regardless of the eventual outcome of the dispute.

5.3 Clawbacks After Payment

Refunds and chargebacks can occur after a commission has already been paid to you. In that case:

The clawback amount is deducted from your next Pending balance
If your Pending balance is insufficient, the negative balance carries forward and is recovered from future commissions
If you have no further earnings within 12 months, we reserve the right to invoice you for the negative balance. In practice we typically write off small amounts unless a pattern of fraud is detected

Clawbacks reduce your cumulative approved revenue and may result in a tier reduction under Section 3.1.1.

5.4 Fraud Pattern Termination

We monitor accounts for unusual chargeback and referral activity. If your referrals demonstrate any of the following patterns, your account may be suspended or terminated and all Pending and Approved commissions forfeited in full, regardless of whether individual commissions were connected to the activity in question:

Three or more chargebacks within a 90-day period
A chargeback rate exceeding 5% of your total referred sales
A pattern suggesting self-referral, friend-referral fraud, or coordinated chargeback abuse
Use of stolen cards, fake accounts, or other fraudulent payment methods to inflate referrals

We may suspend payouts and freeze your account balance while we investigate suspected fraud, for a period of up to 90 days. Determinations of fraud under this Section are made by us in good faith and at our sole discretion, and are final. Forfeiture under this Section is in addition to, not in place of, any other remedy available to us, including recovery of amounts already paid.

6. Promotional Guidelines

6.1 Required Disclosures

You must clearly disclose your affiliate relationship in every piece of promotional content. Acceptable formats include:

A written statement that the content contains an affiliate link or code and that you earn a commission
"#ad" or "#sponsored" on social posts
A visible disclosure in the first line of any blog post or email
For video content, disclosure in the description and spoken within the video itself

Failure to disclose breaches these Terms and may also breach consumer-protection law in your jurisdiction, including rules enforced by the US Federal Trade Commission and the Competition Bureau of Canada, exposing you to personal liability.

6.2 Approved Messaging

When promoting Framesail, you may:

Describe the product's actual features and behaviour as documented in our official materials
Share your own genuine experience and results
Use screenshots, demos, and B-roll provided in the affiliate resources
Reference our pricing as published on our website
Promote your discount code and your one-click referral link

6.3 Prohibited Messaging

You may not:

Make income, earnings, or "get rich" claims of any kind
Guarantee specific results, subscriber counts, view counts, or revenue outcomes
Misrepresent the product's features, capabilities, or limitations, including render times and Token consumption rates
Imply an endorsement, partnership, or employment relationship beyond what these Terms grant
Use false scarcity, fake countdowns, or misleading urgency
Make false or unverifiable comparisons to competing products
Use thumbnails or titles that misrepresent what the product does
Make claims about how Tokens work that contradict our published documentation

6.4 Prohibited Channels and Tactics

You may not promote Framesail through:

Spam, including unsolicited email, comment spam, and unsolicited direct messages to strangers
Paid search advertising bidding on our brand name, trademarks, or close variants
Domains, app names, or social handles containing our brand name or close variants
Adult, gambling, hate speech, harassment, or otherwise objectionable platforms
Any technical manipulation of attribution, including automated or scripted application of your code
Self-referral, meaning applying your own code to a purchase made by you or on your behalf
Coupon, deal, or code-aggregator sites, unless approved by us in writing
Posting your code where it can be harvested and redeemed by people who never saw your promotion

Email promotion must comply with applicable anti-spam law, including Canada's Anti-Spam Legislation, which requires recipient consent, clear sender identification, a physical mailing address, and a working unsubscribe mechanism.

6.5 Brand Asset Usage

Our logo, name, screenshots, and other brand assets are provided for promotional use within the Program only. You may not:

Modify, distort, or recolour our logo
Use our brand assets in a way that implies official endorsement beyond the affiliate relationship
Register domains, app names, social handles, or trademarks containing our brand
Continue using our assets after your participation in the Program ends

7. Product and Claims Accuracy

Framesail is under active development. Features, model providers, pricing, render times, and Token consumption may change. You are responsible for ensuring your promotional content reflects the product as it currently exists.

If we notify you that a claim in your content is inaccurate, you must correct or remove it within 7 days. Repeated failure to do so is grounds for termination for cause under Section 10.

8. Intellectual Property

We grant you a limited, non-exclusive, non-transferable, revocable licence to use our brand assets solely to promote Framesail under these Terms. This licence terminates automatically when your participation in the Program ends.

All right, title, and interest in the Framesail product, brand, and materials remains ours. Nothing in these Terms transfers any ownership interest to you.

Content you create to promote Framesail remains yours. You grant us a non-exclusive, royalty-free, worldwide licence to reproduce, display, and share that content for our own marketing purposes, with attribution to you where reasonably practicable.

Output produced using complimentary credits. Where we provide you with credits, Tokens, or renders at no charge — including demonstration renders, evaluation credits, and any promotional credit grant — you grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide licence to reproduce, display, distribute, modify, and create derivative works from any output generated using those credits, for any purpose including marketing and product demonstration, with or without attribution.

This licence applies only to output generated using credits we supplied at no charge. Output you generate using credits you have paid for is yours, and we claim no licence over it under these Terms.

You represent that any brief, script, prompt, likeness, or other input you supply to generate that output does not infringe the rights of any third party, and that you have the authority to grant the licence in this Section.

9. Confidentiality

You may receive non-public information through the Program, including unreleased features, pricing plans, performance data, and program statistics. You agree not to disclose such information without our prior written consent, and to use it only for the purpose of promoting Framesail.

This obligation does not apply to information that is or becomes public through no fault of yours, that you already lawfully held, or that you are legally compelled to disclose.

10. Term and Termination

These Terms take effect when you enroll and continue until terminated.

You may terminate at any time, for any reason, by written notice to us or by closing your Affiliate account.

We may terminate without cause on 30 days' written notice.

We may terminate or suspend immediately for cause, without notice, if you:

Breach any provision of these Terms
Engage in fraud or any pattern described in Section 5.4
Make prohibited claims under Section 6.3 and fail to correct them
Bring Framesail into disrepute, or promote through channels prohibited under Section 6.4
Provide false information at enrollment

11. Effect of Termination

Termination by you, or by us without cause: Approved commissions earned before the termination date are paid at the next scheduled payout cycle, subject to the minimum threshold and to clawbacks under Section 5. Pending commissions continue through the normal hold period and are paid if they reach Approved status. Commissions on future renewals cease at termination.

Termination by us for cause: all Pending and Approved commissions are forfeited in full.

In all cases, you must immediately stop using our brand assets, remove or disable your discount code and referral link from your published content, and stop representing yourself as a Framesail Affiliate.

12. Disclaimers and Limitation of Liability

The Program is provided "as is." We make no representation or warranty that participation will generate any particular level of commission, traffic, or income. Nothing in these Terms, our marketing materials, or any communication from us constitutes a guarantee of earnings.

To the maximum extent permitted by law, our total aggregate liability to you arising out of or relating to the Program is limited to the total commissions paid or payable to you in the 6 months preceding the event giving rise to the claim. We are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost opportunity, whether or not we were advised of the possibility.

You agree to indemnify and hold harmless Framesail Software and its partners from any claim, loss, or expense arising from your promotional content, your breach of these Terms, or your violation of any law.

13. Changes to These Terms

We may modify these Terms at any time. Material changes take effect 14 days after we notify you at the email address on your account, or on a later date stated in the notice.

Continued participation after the effective date constitutes acceptance. If you do not accept a change, your remedy is to terminate under Section 10 before it takes effect.

Changes to commission rates and tier thresholds apply prospectively only and do not affect commissions already Approved, or the Acquisition Rate fixed for any customer referred before the change takes effect.

14. Relationship of the Parties

You are an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between you and Framesail Software.

You have no authority to make representations, incur obligations, enter agreements, or bind Framesail in any way. You may not describe yourself as an employee, agent, representative, or partner of Framesail, or as authorized to speak on our behalf.

You are solely responsible for your own taxes, expenses, equipment, insurance, and any statutory contributions arising from your activities.

15. Customer Data and Privacy

Customers referred through the Program are customers of Framesail. All customer data belongs to Framesail, not to you. Aggregate statistics shown in your dashboard are provided for reporting purposes only and grant you no rights in the underlying data.

You have no right to receive, request, or retain the personal information of referred customers, and you may not represent to any person that referring them gives you access to their account or data.

Any personal information you collect through your own promotional channels, including email lists, is yours to manage and your sole responsibility under applicable privacy law, including PIPEDA and any equivalent law in your jurisdiction.

We process your Affiliate account information in order to operate the Program, calculate commissions, and issue payouts.

16. Program Modification and Suspension

We may modify, suspend, or discontinue the Program, in whole or in part, at any time.

If we discontinue the Program, Approved commissions earned through compliant promotion before the discontinuation date will be paid at the next scheduled payout cycle, subject to clawbacks under Section 5. Commission rates and tier thresholds may be changed prospectively under the notice process in Section 13; changes do not affect commissions already Approved.

17. General Provisions

Entire Agreement: These Terms constitute the entire agreement between you and Framesail regarding the Program and supersede any prior discussion, representation, or communication, including any pre-enrollment email or message describing program terms.
Severability: If any provision is found unenforceable, the remainder of these Terms remains in full effect.
Assignment: You may not assign or transfer your Affiliate account or these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
No Waiver: Our failure to enforce any provision is not a waiver of our right to enforce it later.
Survival: Sections 5 (Clawbacks), 8 (Intellectual Property), 9 (Confidentiality), 12 (Disclaimers and Limitation of Liability), 14 (Relationship of the Parties), 15 (Customer Data and Privacy), and 18 (Governing Law) survive termination.
Sanctions Compliance: You represent that you are not located in, or a resident of, any country subject to comprehensive Canadian or US sanctions, and that you are not on any restricted-party list.

18. Governing Law

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable in that province, without regard to conflict-of-laws principles.

You agree to the exclusive jurisdiction of the courts located in Vancouver, British Columbia for any dispute arising out of or relating to these Terms or the Program.

19. Contact

Questions about these Terms or the Program:

Framesail Software affiliate@framesail.com