OMNINEXT TECH LLC

PLEASE READ THIS AGREEMENT CAREFULLY. THIS IS A LEGALLY BINDING CONTRACT.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER.

This Affiliate Program Agreement ("Agreement") is entered into between OmniNext Tech LLC ("OmniNext," "we," "us," or "our") and you ("Affiliate," "you," or "your").

This Agreement governs your application to and participation in the OmniNext Tech Affiliate Program (the "Program").

By applying to or participating in the Program, you agree to:

• This Agreement
• OmniNext Tech's Terms of Service
• OmniNext Tech's Privacy Policy
• OmniNext Tech's Data Processing Addendum (if applicable)
• Any published Affiliate Program Policies

Collectively, these form the "Affiliate Terms."

If you do not agree, do not participate in the Program.

"Affiliate Link" – The unique tracking link assigned to you.

"Qualified Purchase" – A completed purchase of an OmniNext product or service that:

1. Occurs through your Affiliate Link,
2. Is completed by a valid new or returning customer,
3. Is not fraudulent, refunded, charged back, or in violation of this Agreement,
4. Remains active and paid for at least forty-five (45) days.

"Commission" – The compensation earned for Qualified Purchases.

"Program Policies" – Any additional written rules governing the Program.

"Sanctioned Country" / "Sanctioned Person" – As defined by U.S. OFAC regulations.

We reserve sole discretion to accept or reject any Affiliate application.

You represent and warrant that:

• You are at least 18 years old.
• You have full legal authority to enter this Agreement.
• You are not subject to sanctions.
• You are not under active regulatory enforcement relating to marketing practices.
• You will comply with all applicable laws.

Acceptance into the Program does not guarantee earnings.

You agree to:

• Comply with FTC Endorsement Guidelines.
• Clearly and conspicuously disclose affiliate relationships.
• Comply with CAN-SPAM, TCPA, and state telemarketing laws.
• Obtain required written consent before sending marketing texts or automated calls.
• Maintain and publish your own compliant Privacy Policy.
• Accurately represent OmniNext products and services.
• Avoid false income or performance claims.

You may NOT:

• Send unsolicited spam emails or texts.
• Use AI tools to mass-send deceptive communications.
• Impersonate OmniNext personnel.
• Bid on OmniNext trademark terms without written permission.
• Use misleading domain names.
• Misrepresent your relationship with OmniNext.
• Promote to Sanctioned Countries or Sanctioned Persons.

Violation constitutes a material breach.

Affiliate disclosures must be:

• Clear
• Conspicuous
• Placed near the affiliate link
• Written in simple language

Examples of acceptable disclosures:

• "I earn a commission if you purchase through my link."
• "Paid affiliate link."

Each post, email, video, or page must include its own disclosure.

Commissions are earned only for Qualified Purchases.

Attribution is determined solely by OmniNext's tracking systems and internal records.

We are not responsible for tracking failures caused by:

• Cookie deletion
• Private browsing
• Link modification
• Improper formatting

We may:

• Withhold commissions for suspected fraud
• Reverse commissions for refunds or chargebacks
• Modify commission structures upon notice
• Disqualify suspicious transactions

We do not guarantee any minimum earnings.

• Commissions are paid monthly.
• Minimum payout threshold: $50.
• You must maintain:
  • Accurate contact information
  • Valid payment account
  • Required tax documentation

Failure to maintain current information may delay payments.

We grant you a limited, revocable, non-transferable license to use approved OmniNext trademarks solely for Program participation.

You may not:

• Modify logos
• Create derivative marks
• Imply partnership, employment, or agency

All goodwill belongs exclusively to OmniNext.

You grant OmniNext a worldwide, royalty-free, perpetual license to use Affiliate-created content related to the Program, including:

• Testimonials
• Marketing materials
• Social posts
• Videos
• Case studies

This includes the right to:

• Display
• Adapt
• Repurpose
• Incorporate into training materials
• Use for internal AI system improvement

We will not sell your content independently, and will not use it in a manner intended to harm your reputation.

This license survives termination.

You may not disclose non-public business information received from OmniNext.

Confidentiality obligations survive termination.

You are solely responsible for:

• Compliance with GDPR, CCPA, and other data laws.
• Acting as the designated sender under CAN-SPAM and TCPA.
• Maintaining lawful consent records.
• Handling data subject requests.

OmniNext is not responsible for your independent data practices.

This Agreement remains in effect until terminated.

Either party may terminate with 30 days' written notice.

We may terminate immediately for:

• FTC violations
• Spam violations
• Misrepresentation
• Fraud
• Harm to brand reputation
• Failure to comply with disclosure requirements

Upon termination:

• You must cease use of Affiliate Links and trademarks.
• Unpaid commissions may be forfeited if terminated for cause.

Sections relating to:

• Intellectual Property
• Confidentiality
• Indemnification
• Arbitration
• Limitation of Liability
• Affiliate Content License

survive termination.

You agree to indemnify and hold OmniNext harmless from:

• Regulatory fines
• FTC claims
• TCPA claims
• Data privacy violations
• Third-party IP claims
• Misleading advertising claims
• Any breach of this Agreement

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

OmniNext is not liable for indirect, incidental, or consequential damages.

Total liability is limited to the greater of:

• Three (3) times commissions paid in the prior month, or
• $1,500.

This Agreement is governed by Wyoming Law

All disputes shall be resolved through binding arbitration in Sheridan, WY under AAA Commercial Arbitration Rules.

YOU WAIVE THE RIGHT TO JURY TRIAL AND CLASS ACTION PARTICIPATION.

Claims must be brought individually.

You agree not to solicit OmniNext employees or contractors during the Agreement and for twelve (12) months thereafter.

Neither party is liable for delays caused by events beyond reasonable control.

OmniNext may:

• Modify commission structures
• Update Program Policies
• Modify or discontinue the Program

Material updates will be provided via notice.

Continued participation constitutes acceptance.

This Agreement, along with:

• Terms of Service
• Privacy Policy
• DPA (if applicable)
• Affiliate Policies

constitutes the full agreement between the parties.