Affiliate Program Terms

Effective date: October 14, 2026

These Affiliate Program Terms (the "Agreement") govern your participation in the CallPayWall Affiliate Program (the "Program") operated by Paywall Inc., a Delaware corporation ("Company", "we", "us", or "our"). The Program is offered in connection with the CallPayWall product and service ("CallPayWall" or the "Service"). By enrolling in, accessing, or participating in the Program, you ("Affiliate", "you", or "your") agree to be bound by this Agreement. If you do not agree, you may not participate in the Program.

This Agreement incorporates by reference the CallPayWall Terms of Service, Privacy Policy, and any other policies referenced herein. In the event of a conflict between this Agreement and those policies as they relate specifically to the Program, this Agreement controls with respect to Program matters.

1. Definitions

1.1 "Affiliate Link" means a unique tracking URL, code, or other identifier we issue to you for the purpose of tracking Referrals.

1.2 "Referral" means a new customer, account owner, or paying caller who registers for and activates a qualifying CallPayWall account, plan, or paid feature by following your Affiliate Link or otherwise being validly attributed to you under Section 3.

1.3 "Net Revenue" means the amounts actually received and recognized by the Company from a Referral for qualifying paid products and services, after deduction of refunds, chargebacks, credits, discounts, promotional adjustments, taxes, and third-party payment processing fees, and excluding amounts the Company collects on behalf of third parties (such as account-owner payouts and pass-through telephony charges).

1.4 "Commission" means the amount payable to you under Section 4 for a qualifying Referral.

1.5 "CPA" means a flat, fixed per-acquisition payout offered to specific Affiliates in lieu of revenue share, as described in Section 4.

2. Enrollment and Eligibility

2.1 To participate, you must complete the Program enrollment process and be approved by the Company. We may accept or reject any application in our sole discretion.

2.2 You must be at least 18 years of age (or the age of majority in your jurisdiction, if higher) and have the legal capacity to enter into this Agreement. If you enroll on behalf of an entity, you represent that you are authorized to bind that entity.

2.3 You must provide accurate, current, and complete information during enrollment and keep it updated, including your legal name or entity name, contact information, payment details, and tax information.

2.4 You are responsible for maintaining the confidentiality of your Program account credentials and for all activity that occurs under your account.

2.5 Employees, contractors, officers, and immediate family members of the Company are not eligible to participate, except as expressly authorized in writing.

2.6 We may require you to maintain a CallPayWall account in good standing as a condition of participation.

3. Referral Tracking and Attribution

3.1 We will provide you with one or more Affiliate Links. Referrals are tracked using cookies, tracking parameters, device and browser signals, and/or account registration data captured when a prospective customer follows your Affiliate Link.

3.2 Attribution is based on a "last-click" model with a tracking window (cookie lifetime) that we set and may change from time to time, currently thirty (30) days from the prospect's most recent click on your Affiliate Link, unless we specify otherwise in writing.

3.3 A Referral is attributed to you only if our tracking systems record the Referral as originating from your valid Affiliate Link and the resulting account completes registration and any required verification, and makes a qualifying purchase or activation.

3.4 Our tracking and reporting systems are the sole and definitive source for determining Referrals, qualification, and Commission amounts. You acknowledge that cookie blocking, ad blockers, privacy settings, cross-device behavior, and other technical factors outside our control may prevent attribution, and we are not liable for Referrals that our systems do not record.

3.5 We will make Program reporting available to you through a dashboard or comparable means. You should review your reporting regularly and notify us of suspected discrepancies within thirty (30) days; otherwise reporting is deemed accepted.

4. Commission Structure

4.1 Default revenue share. Unless we have agreed with you in writing on a different structure, your Commission is ten percent (10%) of the Net Revenue generated by your Referrals on qualifying paid products and services. Revenue-share Commissions accrue for the duration and on the categories of Net Revenue that we designate, which may include initial and recurring subscription and plan fees and may exclude certain pass-through, one-time, or promotional charges.

4.2 Optional flat CPA. For specific Affiliates, campaigns, or partnerships, we may offer, in our discretion, a flat per-acquisition (CPA) payout instead of revenue share. Any CPA arrangement, including its amount and qualifying criteria, must be communicated to you in writing and, where applicable, will replace the default revenue-share Commission for the Referrals it covers. You may participate under either revenue share or CPA for a given Referral, but not both.

4.3 Rate changes. We may change Commission rates, structures, qualifying categories, tracking windows, and other Program economics at any time. We will provide notice of material changes through the Program dashboard, by email to the address on file, or by other reasonable means at least fifteen (15) days before the change takes effect. Changes apply prospectively to Referrals and Net Revenue arising on or after the effective date of the change. Your continued participation after a change takes effect constitutes acceptance of the change.

4.4 No Commission is earned on your own purchases, on purchases by accounts you control, or on Net Revenue that is later refunded, reversed, charged back, or determined to be fraudulent.

5. Qualifying and Disqualifying Referrals

5.1 A Referral qualifies for Commission only if all of the following are met: (a) the Referral is validly attributed to you under Section 3; (b) the Referral represents a genuine, arm's-length new customer who is not you and is not under your control; (c) the qualifying purchase or activation is completed and paid for; and (d) any applicable trial, verification, or anti-fraud review period has passed.

5.2 A Referral is disqualified, and any associated Commission is void or subject to clawback, if: (a) the Referral results from any prohibited promotion method under Section 6; (b) the Referral is a self-referral or involves accounts, payment instruments, or identities that you own or control; (c) the underlying transaction is refunded, reversed, canceled, or charged back; (d) the Referral, account, or transaction is fraudulent, fake, incentivized in violation of this Agreement, or otherwise abusive; (e) the customer existed in our records before your Affiliate Link was used; or (f) we reasonably determine the Referral does not reflect genuine, good-faith promotion of the Service.

6. Prohibited Promotion Methods

You must promote CallPayWall lawfully, honestly, and in good faith. You must not:

6.1 Send spam or any unsolicited, bulk, or unlawful communications, including unsolicited SMS/text messages or unsolicited email, or engage in any messaging that violates the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), A2P 10DLC and carrier rules, or any other applicable anti-spam or telemarketing law.

6.2 Make false, misleading, deceptive, or unsubstantiated claims about the Company, CallPayWall, Paige, pricing, earnings, results, endorsements, or affiliations.

6.3 Engage in self-referrals or refer accounts, payment methods, or identities that you own, control, or are acting in concert with.

6.4 Engage in cookie-stuffing, forced clicks, hidden frames or pixels, automated or fraudulent clicks, fake traffic, bots, or any technique designed to generate or manipulate attribution without genuine user intent.

6.5 Bid on, or use in paid search or pay-per-click (PPC) advertising, the Company's or CallPayWall's trademarks, brand terms, "Paige", or confusingly similar variants or typos as keywords, ad copy, or display URLs; or operate websites, social accounts, or domains that misappropriate our trademarks or imply that you are the Company or an official channel.

6.6 Use coupon, discount, loyalty, or cashback methods not expressly authorized by us; offer unauthorized rebates or incentives that violate this Agreement; or interfere with legitimate attribution of other affiliates or marketing channels.

6.7 Promote CallPayWall on, or in connection with, any content or property that is illegal, infringing, defamatory, sexually explicit, hateful, harassing, or that targets minors, or that otherwise harms the reputation of the Company.

6.8 Register domains, social handles, applications, or content that impersonate the Company or are likely to cause confusion as to source, sponsorship, or affiliation.

Violation of this Section may result in disqualification of Referrals, clawback of Commissions, suspension or termination, and other remedies available to us.

7. FTC Disclosure Obligations

7.1 You must clearly and conspicuously disclose your material connection to the Company in all promotional content, in compliance with the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising and any comparable laws in your jurisdiction.

7.2 Disclosures must be unambiguous (for example, "Affiliate", "I earn a commission from purchases made through my link"), placed where consumers will readily see them before engaging with your link, and not buried, hidden, or hard to find.

7.3 You are solely responsible for ensuring your endorsements are truthful, reflect your honest opinions and actual experience, and do not make unsupported performance or earnings claims.

8. Payment Terms

8.1 Processor. Commissions are paid through our payment processor. You must complete onboarding with our payment processor, including identity verification (KYC) and acceptance of any applicable processor terms, before any payout is made.

8.2 Tax forms. You must provide a valid tax form before payout (for example, IRS Form W-9 for U.S. persons, or the applicable Form W-8 series, such as W-8BEN, for non-U.S. persons). We may withhold payouts until valid tax documentation is on file and may apply withholding as required by law. We may issue tax information returns (such as Form 1099) as required.

8.3 Minimum payout threshold. Commissions are paid only once your accrued, qualified, and payable balance meets or exceeds the minimum payout threshold, currently fifty U.S. dollars (US$50). Balances below the threshold roll over to subsequent periods.

8.4 Schedule. We pay approved Commissions on a monthly cycle, typically within thirty (30) days after the close of the month in which the Commission became payable, subject to the threshold, verification, holdback, and clearance periods described herein. We may apply a clearance/hold period after a Referral's purchase to account for refunds and chargebacks.

8.5 Currency. Commissions are calculated and paid in U.S. dollars unless we specify otherwise. You are responsible for any currency conversion or transfer fees imposed by your bank or the processor.

8.6 Chargebacks and clawbacks. If Net Revenue underlying a Commission is later refunded, reversed, charged back, or determined to be fraudulent or non-qualifying, the corresponding Commission is reversed. We may deduct (claw back) such amounts from your current or future Commissions, or invoice you for the amount if your balance is insufficient. You agree to repay any clawed-back amounts that cannot be recovered from your balance.

8.7 Disputes. All payment determinations are based on our records. If you believe a payment is incorrect, you must notify us within thirty (30) days of the relevant statement; otherwise it is deemed final.

8.8 Inactive accounts. We may forfeit or escheat unpaid balances in accordance with applicable law if your account is closed, dormant, or unreachable for an extended period.

9. Confidentiality

9.1 You may receive non-public information about the Company, the Program, performance data, rates, and roadmap ("Confidential Information"). You must keep Confidential Information confidential, use it only to participate in the Program, and not disclose it to third parties.

9.2 Confidential Information does not include information that is or becomes public through no fault of yours, that you lawfully possessed without obligation of confidence, or that you independently develop. You may disclose Confidential Information if legally compelled, provided you give us reasonable prior notice where lawful.

9.3 Your confidentiality obligations survive termination of this Agreement for three (3) years, and indefinitely for trade secrets.

10. License and Brand Use

10.1 Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Affiliate Links and the marketing assets we expressly provide, solely to promote CallPayWall during the term.

10.2 You must use our names, logos, and trademarks only as we authorize and in accordance with any brand guidelines we provide. All goodwill from such use inures to the Company. We may revoke or modify this license at any time.

11. Term and Termination

11.1 This Agreement begins when we approve your enrollment and continues until terminated.

11.2 Either party may terminate this Agreement at any time, for any or no reason, with or without notice.

11.3 We may suspend your participation, withhold or void Commissions, and/or terminate this Agreement immediately if we reasonably believe you have violated this Agreement, engaged in fraud or prohibited methods, or harmed the Company or its users.

11.4 Upon termination, your license to use Affiliate Links and brand assets ends, and you must cease all promotion and remove Affiliate Links and our marks from your properties. Subject to clawback and verification, we will pay Commissions that were validly earned and payable before termination, provided the minimum threshold and tax/KYC requirements are met. No Commissions accrue for activity after termination.

11.5 Sections relating to definitions, confidentiality, clawbacks, disclaimers, limitation of liability, indemnification, and governing law survive termination.

12. Independent Contractor

12.1 You are an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship. You have no authority to bind the Company or make representations on its behalf. You are responsible for your own taxes, expenses, and compliance with applicable law.

13. Indemnification

13.1 You will indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your participation in the Program, your promotional methods and content, your breach of this Agreement, or your violation of any law or third-party right.

14. Disclaimer of Warranties

14.1 The Program is provided "as is" and "as available". To the maximum extent permitted by law, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee any level of traffic, earnings, conversions, or that the Program will be uninterrupted or error-free.

15. Limitation of Liability

15.1 To the maximum extent permitted by law, the Company will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, arising out of or related to the Program.

15.2 The Company's total aggregate liability arising out of or related to this Agreement will not exceed the total Commissions paid or payable to you during the three (3) months immediately preceding the event giving rise to the claim.

16. Changes to the Program and this Agreement

16.1 We may modify, suspend, or discontinue the Program or any part of it, and may update this Agreement, at any time. Material changes will be communicated as described in Section 4.3. Your continued participation after changes take effect constitutes acceptance.

17. Governing Law and Disputes

17.1 This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict-of-laws rules.

17.2 The state and federal courts located in Delaware have exclusive jurisdiction over disputes arising out of or relating to this Agreement, and the parties consent to personal jurisdiction and venue there, except that the Company may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

18. General

18.1 This Agreement, together with the policies it incorporates, is the entire agreement between the parties regarding the Program and supersedes prior understandings on the subject.

18.2 You may not assign this Agreement without our prior written consent. We may assign it freely.

18.3 If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

18.4 Our failure to enforce any provision is not a waiver. Headings are for convenience only.

19. Contact

Questions about the Program may be directed to affiliate@callpaywall.com (affiliate@callpaywall.com). General support is available at support@callpaywall.com (support@callpaywall.com). Legal notices may be sent to legal@callpaywall.com (legal@callpaywall.com) or to 16192 Coastal Highway, Lewes, DE 19958.