This Affiliate Program Agreement (this "Agreement") governs your participation in the SalesMetric.ai Affiliate Program (the "Program"). The Program is operated by Gain The Edge, LLC, a limited liability company ("Gain The Edge," "SalesMetric.ai," the "Company," "we," "us," or "our"), which owns and operates the SalesMetric.ai platform (the "Service" or the "Product").
By enrolling in the Program, submitting an application through the Company's affiliate portal, clicking to accept this Agreement, generating or using an Affiliate Link, or accepting any Commission, you agree to be bound by this Agreement. If you enroll on behalf of a company, partnership, or other legal entity, you represent that you have authority to bind that entity, and "you," "your," and "Affiliate" refer to that entity and to you individually.
If you do not agree to this Agreement, do not enroll in the Program and do not promote the Product.
To participate in the Program you must:
(a) Be at least 18 years of age;
(b) Have the legal capacity to enter into a binding contract in your jurisdiction;
(c) Not be an employee, officer, or contractor of Gain The Edge, LLC or of SalesMetric.ai at the time of enrollment or at any time during your participation;
(d) Not be barred from receiving services or payments under applicable law, including United States sanctions and restricted party laws;
(e) Provide accurate identifying and tax information as required under Section 6;
(f) Maintain promotional properties and practices that comply with this Agreement and with all applicable law.
Enrollment is not automatic and acceptance into the Program is at the Company's sole discretion. The Company may reject any application, and may suspend, restrict, or remove any Affiliate from the Program at any time, for any lawful reason or for no reason, with or without prior notice. Submitting an application, receiving an Affiliate Link, or having generated referral traffic does not create any entitlement to continued participation.
This Agreement governs your participation in the Program only. It does not grant you any license to use the Service itself. If you are also a SalesMetric.ai customer, your use of the Service is governed by the SalesMetric.ai Terms of Service and Privacy Policy, which are separate agreements. If you also participate in Gain The Edge coaching programs, memberships, or events, those relationships are governed by their own separate terms and are unaffected by this Agreement.
"Affiliate" means the individual or entity enrolled in the Program under this Agreement.
"Affiliate Link" means the unique tracking URL, or any tracking identifier, code, or landing page link, issued to the Affiliate through the Company's affiliate portal in GoHighLevel, which identifies traffic and purchases as originating from that Affiliate.
"Affiliate Portal" means the affiliate manager interface provided to the Affiliate within the Company's GoHighLevel account, which is the system of record for Affiliate Links, attribution, click and conversion reporting, published commission rates, commission balances, and payouts.
"Qualified Purchase" means a completed purchase of a SalesMetric.ai subscription that (a) is made on a Company order form, (b) is attributed to the Affiliate by the Affiliate Portal's tracking under Section 5, (c) results in a successful, settled charge to the customer's payment method through the Company's connected Stripe account, and (d) is not excluded under Sections 3.3, 4, 5, or 7. A purchase that is in a trial period and has not yet produced a successful paid charge is not a Qualified Purchase.
"Referred Customer" means a person or entity whose Qualified Purchase is attributed to the Affiliate.
"Commission" means the amount payable to the Affiliate for a Qualified Purchase, calculated under Section 4 at the rates then published in the Affiliate Portal.
"Cookie Window" means the period, measured from the moment a prospective customer clicks the Affiliate Link, during which a purchase by that person may be attributed to the Affiliate under Section 5.
"Clawback Period" means the period following a Commission-generating transaction during which the Company may reverse the associated Commission under Section 7.
"Chargeback" means a payment reversal initiated by a cardholder, card issuer, bank, or payment network with respect to a transaction that generated a Commission, including a dispute, reversal, or ACH return, whether or not the Company ultimately prevails in the dispute.
"Marks" means the SalesMetric.ai and Gain The Edge names, logos, wordmarks, trade dress, product names, taglines, and the names and likenesses of the Company's founders and personnel.
"Promotional Content" means any content the Affiliate creates, publishes, sponsors, distributes, or causes to be distributed that references, promotes, reviews, or links to the Product, in any medium.
The Program is administered entirely through the Company's GoHighLevel affiliate manager. On acceptance, you will receive access to the Affiliate Portal and one or more Affiliate Links. The Affiliate Portal is where you will find your current commission rate, cookie window, click and conversion data, commission balance, payout history, and any creative assets the Company makes available.
You are responsible for reviewing the Affiliate Portal regularly. Terms, rates, and program rules published in the Affiliate Portal are incorporated into this Agreement by reference and control over any other description of those terms, including any description in marketing material, email, or conversation.
You agree to provide accurate, current, and complete information at enrollment, including your legal name or entity name, contact information, payout details, and tax information, and to keep that information updated. The Company may suspend your account or withhold payouts if your information is inaccurate, incomplete, or cannot be verified.
You may maintain only one affiliate account. Operating multiple accounts, whether directly or through related persons, entities, aliases, or nominees, to increase Commission or to circumvent Program rules is prohibited and is grounds for immediate termination and forfeiture of all unpaid Commission.
You may not earn Commission on your own purchase. You may not earn Commission on a purchase made by (a) you, (b) any entity you own, control, or are employed by, (c) any entity under common control with you, (d) a member of your household, or (e) any person or entity acting at your direction or on your behalf to route a purchase through your Affiliate Link. Rebating, discounting, or sharing any portion of your Commission with a purchaser as an inducement to buy is likewise prohibited.
Commission generated in violation of this Section 3.3 is void, is subject to reversal at any time, and is not payable regardless of when the violation is discovered.
You are responsible for maintaining the confidentiality of your Affiliate Portal credentials and for all activity conducted under your account. Notify the Company immediately at [email protected] if you suspect unauthorized access. The Company is not responsible for Commission diverted, or payouts sent, as a result of your failure to secure your account or your payout details.
Commission under this Program is a fixed dollar amount per Qualified Purchase, not a percentage of revenue, and is paid once per Referred Customer per product. There is no recurring or residual Commission. The Commission schedule in effect for the current launch is:
| Product | Referred Customer pays | Affiliate Commission |
|---|---|---|
| Custom Installation (Scaling) | $5,000, one time | $700, one time |
| Unlimited Monthly Audits (Business), annual | $597 per year | $200, one time |
| Unlimited Monthly Audits (Business), monthly | Monthly rate published in the Affiliate Portal | $40, one time |
| Entrepreneur Level, annual | $190 per year | $50, one time |
| Entrepreneur Level, monthly | $19 per month | $15, one time |
A Commission is earned once per Referred Customer per product. If a Referred Customer later upgrades, downgrades, renews, or purchases an additional term of the same product, no further Commission is earned on that product. If a Referred Customer purchases a genuinely different product from the table above, a separate Commission is earned for that product, subject to the attribution rules in Section 5.
The Entrepreneur Level Commission is offered as part of a time-limited launch and is scheduled to end after December 2026. The Company may end, extend, or modify it under Section 15.
The commission rate, recurring duration, and any tier, bonus, or promotional rate in effect from time to time are those published in the Affiliate Portal. The rates published in the Affiliate Portal control. Where a rate stated in this Agreement, in any Company communication, or in any promotional material differs from the rate published in the Affiliate Portal, the Affiliate Portal governs. The Company may change published rates prospectively under Section 15.
Commission accrues only on Qualified Purchases. No Commission is earned on clicks, leads, form fills, trial signups, free accounts, webinar registrations, downgrades, plan changes that do not generate incremental charged revenue, or any transaction that does not result in a settled charge attributed to the Affiliate.
The SalesMetric.ai subscription products offered through the Program include a trial period. No Commission is earned during a trial period. Commission is earned only when the trial converts and the first paid charge to the Referred Customer's payment method succeeds and settles. If a Referred Customer cancels during the trial, or the first paid charge fails and is not resolved, no Commission is or ever becomes earned on that subscription, and any Commission provisionally displayed in the Affiliate Portal for that subscription will be removed.
Because the Commission on a monthly subscription is a one-time payment that represents a substantial share of the first month's revenue, Commission on any monthly subscription is earned only when the second consecutive monthly charge to the Referred Customer succeeds and settles. Commission on an annual subscription, and on the Custom Installation, is earned when the first charge succeeds and settles.
Until Commission is earned under this Section, any amount displayed in the Affiliate Portal for that referral is provisional, is not a debt owed by the Company, and may be removed without notice if the condition is not met.
Commission on a Custom Installation is held for 30 days following the date the charge settles, and is released into the next payout cycle after that hold expires and the installation has been delivered. This reflects the size of the transaction and the corresponding refund and chargeback exposure. The hold does not apply to the other products in Section 4.1.
Commission is earned and remains payable only while all of the following are true:
(a) The charge that generated it has settled and has not been refunded or charged back;
(b) The Referred Customer's account is not determined by the Company to be fraudulent, duplicated, or created in breach of Section 3.4;
(c) The Affiliate remains in good standing in the Program and this Agreement has not been terminated for cause, subject to Section 14.4.
If a Referred Customer cancels, lapses, is suspended for nonpayment, or is terminated, recurring Commission stops with the last successfully paid and settled billing period. If a lapsed Referred Customer later resubscribes, the Company has no obligation to reinstate or re-attribute Commission, and any decision to do so is discretionary.
Commission is calculated on net revenue actually received and retained by the Company for the transaction. Net revenue excludes:
Where a Referred Customer receives a discount, Commission is calculated on the discounted amount actually charged, not on list price. Where a subscription is upgraded or downgraded, Commission is calculated on the amount actually charged for the applicable billing period, subject to the recurring duration in Section 4.1.
Attribution, Commission calculation, accrual, and balance reporting are performed by GoHighLevel's affiliate manager on the Company's behalf. The Company's records, as reflected in the Affiliate Portal, are the definitive record of Commission earned and payable, and are conclusive absent manifest error. The Affiliate is responsible for reviewing its Affiliate Portal reporting and must raise any discrepancy in writing within 60 days of the reporting period in question. Discrepancies raised after 60 days are waived.
No Commission is payable on: internal or test transactions; transactions made by Company employees, contractors, or their households; transactions on custom, enterprise, or negotiated plans not sold through a Program order form; transactions the Company reasonably determines to be fraudulent, collusive, or the product of prohibited promotion under Section 10; and transactions arising from traffic the Company reasonably determines to be non-human, incentivized without disclosure, or otherwise artificially generated.
The Program uses last-click attribution. Where a purchaser has clicked more than one affiliate link, the purchase is attributed to the affiliate whose link was clicked most recently before the purchase, provided that click falls within the Cookie Window. Earlier clicks, including a first click by a different affiliate, earn no Commission.
The Cookie Window is 60 days. A tracking cookie is set in the purchaser's browser at the moment the Affiliate Link is clicked. If a Qualified Purchase is completed within the Cookie Window and the tracking cookie is still present and unmodified at checkout, the purchase is attributed to the Affiliate. If the purchase occurs after the Cookie Window has expired, no Commission is earned.
The Cookie Window currently in effect is published in the Affiliate Portal and the Affiliate Portal controls.
Attribution is determined solely and exclusively by the tracking implemented in the Company's GoHighLevel affiliate manager. The Company does not perform manual attribution, does not accept alternative evidence of referral, and does not credit purchases that its tracking did not record. Screenshots, customer statements, email correspondence, coupon usage, a customer's assertion that they came from the Affiliate, or the Affiliate's own analytics are not a basis for attribution or for a Commission adjustment.
The Company's records are conclusive absent manifest error. "Manifest error" means an obvious, demonstrable computational or system error, not a difference of interpretation and not a mismatch with the Affiliate's own tracking.
No Commission is earned where the tracking cookie is absent, expired, blocked, cleared, or was overwritten by another affiliate's link. This is true regardless of the Affiliate's actual contribution to the sale.
The Affiliate expressly acknowledges and accepts that cookie-based attribution is imperfect and that referral credit will be lost in circumstances including:
Loss of attribution from any of these causes is not compensable. The Affiliate has no claim for Commission on a purchase the tracking system did not attribute to it, and the Company has no obligation to investigate, reconstruct, or make good on such a purchase. The Affiliate assumes this risk as a condition of participating in the Program.
The Affiliate may not take any action intended to alter, force, or manipulate attribution, including the conduct prohibited in Section 10.
All Commission payouts are made through GoHighLevel's affiliate payout facility using the payout method and details the Affiliate configures in the Affiliate Portal. The Company does not make Commission payments outside that facility.
Commission is paid on a monthly basis, paid on or about the 15th of each month for Commission that became earned and cleared the Clawback Period during the preceding calendar month, subject to a minimum payout threshold of $50 USD. Commission balances below the threshold roll forward and are paid in the first payout cycle in which the accumulated balance meets or exceeds the threshold.
Commission does not become payable until it has cleared the Clawback Period described in Section 7 to the extent the Company applies a holding period, and until the underlying charge has settled. The current payout schedule, threshold, and any holding period are published in the Affiliate Portal and the Affiliate Portal controls.
The Affiliate is solely responsible for supplying and maintaining accurate, complete, and current payout details. The Company is not responsible for payments delayed, misdirected, or lost because payout details were inaccurate, incomplete, outdated, or belonged to a closed or restricted account, and the Company has no obligation to reissue a payment lost for that reason. Fees imposed by the Affiliate's payout provider or bank are the Affiliate's responsibility.
All Commission is calculated and paid in United States Dollars. Where the Affiliate's payout provider converts to another currency, exchange rates, conversion spreads, and fees are set by that provider and are the Affiliate's responsibility.
If a Commission balance remains unpaid because the Affiliate has not supplied valid payout details, has not responded to a request for required tax documentation, or is otherwise unreachable at the contact information on file, the Company will make reasonable efforts to notify the Affiliate at that contact information. If the balance remains unclaimed for twelve consecutive months after the Company's first notice, the Company may, to the fullest extent permitted by applicable law, treat the balance as forfeited. Nothing in this Section limits any right the Affiliate has under applicable unclaimed property law.
The Affiliate is an independent contractor and is solely responsible for all taxes arising from Commission received, including federal, state, local, self-employment, and foreign taxes. The Company does not withhold income or employment taxes from Commission except where required by law. No tax advice is provided by the Company and the Affiliate should consult its own tax professional.
Where applicable, the Affiliate must provide a completed and valid IRS Form W-9 (United States persons and entities) or the appropriate Form W-8 series certificate, typically Form W-8BEN or W-8BEN-E (non-United States persons and entities), before any payout is released. The Company may withhold payment until valid documentation is received. The Company will issue Form 1099-NEC or other information returns where required by law.
The Company may withhold, delay, or offset any payout where required by law, where required to satisfy backup withholding or foreign withholding obligations, where a Commission reversal under Section 7 is pending or anticipated, where the Company is investigating suspected fraud or a breach of this Agreement, or where the Affiliate owes the Company any amount under this Agreement.
Commission is reversed, in whole or in part, if within the 120 days following the transaction that generated it:
(a) The underlying charge is refunded or credited, in whole or in part;
(b) A Chargeback, dispute, or payment reversal is initiated with respect to the charge;
(c) The transaction is determined by the Company to be fraudulent, unauthorized, collusive, or generated in violation of this Agreement;
(d) The Referred Customer's account is terminated by the Company for breach of the Terms of Service;
(e) The charge fails to settle or is otherwise not collected.
A Chargeback results in reversal whether or not the Company ultimately prevails in the dispute, because the Company incurs cost and risk in either outcome. If the Company prevails and the funds are restored, the Company may, at its discretion, reinstate the reversed Commission.
Reversed Commission is deducted from the Affiliate's current or future Commission balance. If the Affiliate has no sufficient current or future Commission balance, the Company may invoice the Affiliate for the reversed amount, and the Affiliate agrees to pay that invoice within 30 days of receipt. The Company may also offset reversed amounts against any other amount it owes the Affiliate.
For clarity and without limiting Section 4.3: Commission on a subscription that is cancelled during the trial period, or that never produces a first successful paid charge, is never earned. It is not a reversal of an earned Commission; no Commission ever accrued. The Clawback Period does not limit the Company's ability to remove such amounts from the Affiliate's balance at any time.
An Affiliate whose referred transactions produce an unusually high rate of refunds, Chargebacks, or trial-period cancellations may be suspended or removed from the Program, and the Company may investigate the Affiliate's promotional practices. Persistently high reversal rates may indicate misleading promotion under Sections 9 or 10 and will be treated accordingly.
This Section is a material term of this Agreement. Read it in full. Failure to comply is grounds for immediate termination and forfeiture of unpaid Commission.
The Affiliate has a material connection to the Company: the Affiliate is compensated when someone purchases through the Affiliate Link. Under the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255, and under Section 5 of the FTC Act, that connection must be disclosed clearly and conspicuously in connection with every endorsement or promotional statement the Affiliate makes about the Product.
The Affiliate must clearly and conspicuously disclose the material connection in every piece of Promotional Content, in every medium, every time, without exception. This obligation applies to paid placements, organic posts, personal recommendations, replies in comment threads, direct messages, and forwarded or reshared content. It applies whether or not the Affiliate believes the audience already knows about the relationship. It applies to content that mentions the Product without a link, where the Affiliate stands to benefit from the mention.
A disclosure is clear and conspicuous only if it is difficult to miss and easily understandable by ordinary consumers. Specifically, the disclosure must be:
(a) Unavoidable. The consumer must encounter the disclosure without having to look for it. It must be in the same place the consumer encounters the endorsement.
(b) Placed before or immediately adjacent to the Affiliate Link and the endorsement. The disclosure must appear above the fold, before the link, and before the promotional claim, so a consumer who reads only the first portion of the content still sees it.
(c) Not buried in a page footer, sidebar, disclosure page, terms page, or "about" page. A site-wide disclosure policy located elsewhere on the site does not satisfy this obligation for an individual post.
(d) Not hidden behind a "more," "see more," "read more," expand, tap, hover, click-through, or scroll-to-reveal interaction. If the platform truncates the caption, the disclosure must be in the visible portion before truncation.
(e) Not placed in a cluster of hashtags, in a string of tags, in a bio, in a profile description, in a pinned comment, or in a comment posted after the endorsement. A disclosure appended to a block of unrelated hashtags is not conspicuous.
(f) In plain, unambiguous language. Vague or coded terms are insufficient. Terms such as "sp," "spon," "collab," "ambassador," "partner," "thanks [brand]," "affiliate" used alone as a hashtag, or an unexplained "#ad" buried among other tags do not by themselves meet the standard.
(g) In the same language as the Promotional Content. If the content is in Spanish, the disclosure must be in Spanish. If content is bilingual, disclose in both languages.
(h) Legible and perceivable. Sufficient contrast, adequate size, and sufficient duration on screen. It must not be obscured by other visual elements, captions, stickers, or interface overlays.
(i) Repeated where content is long, segmented, or consumed non-linearly. In a long-form video, live stream, podcast, multi-part thread, or carousel, the disclosure must be repeated at intervals so that a consumer joining partway through still receives it.
The Affiliate may use any of the following, or substantially similar language that meets the standard in Section 8.2:
Where the Affiliate is also a paying customer of the Product, an accurate combined disclosure is acceptable and preferred, for example: "I use SalesMetric.ai in my own business and I am also an affiliate, which means I earn a commission if you subscribe through my link."
The Affiliate may not modify approved language in a way that softens, obscures, or qualifies the compensation relationship.
Video (recorded). The disclosure must be stated aloud in the audio near the beginning of the video, before or at the point the Product is first endorsed, and must also appear on screen as a superimposed text overlay for long enough to be read at a normal reading pace, not less than several seconds. A disclosure only in the video description, only in a card, or only in an end screen is insufficient. Where the video is long or the Product is discussed at multiple points, repeat the disclosure.
Audio and podcasts. The disclosure must be spoken in the audio itself, at normal speaking pace and volume, before or at the point of the endorsement. A disclosure only in show notes is insufficient. Where the endorsement recurs, repeat the spoken disclosure. Where the Affiliate reads a promotional segment, the disclosure must be part of that segment.
Live streams. Because viewers join and leave continuously, the disclosure must be repeated periodically throughout the stream, and must be repeated each time the Product is discussed or the Affiliate Link is posted in chat. A persistent on-screen text overlay is strongly recommended in addition to spoken disclosure.
Email. The disclosure must appear in the body of the email, in the visible content, before the first Affiliate Link, in the same font size and style as the surrounding body text. It may not be relegated to a footer, a preference center, an unsubscribe block, or fine print at the bottom of the message. Where the email contains multiple Affiliate Links, place the disclosure before the first one and keep it visible without scrolling past the initial offer.
Short-form social, including Instagram, TikTok, X, Facebook, LinkedIn, Threads, and comparable platforms. The disclosure must appear at the very beginning of the caption or post text, before any truncation point, and before any hashtags. Where the platform provides a built-in paid partnership or branded content tool, the Affiliate must use it in addition to, not instead of, a written disclosure. In video content on these platforms, the disclosure must also be spoken and shown on screen per the video requirements above. Ephemeral content such as stories must carry a legible on-screen disclosure for the full duration of the frame containing the endorsement or link.
Blogs, articles, and reviews. The disclosure must appear at the top of the page, above the fold, before the first Affiliate Link and before the substantive endorsement. It must be in body text, not in a smaller font, not in a collapsed box, and not only in a site-wide policy page.
Paid advertising. Where the Affiliate runs paid ads containing an Affiliate Link, the ad creative and the destination page must both carry a compliant disclosure, and the ad must comply with Section 10.
Direct messages, group chats, communities, forums, and comment replies. A disclosure must accompany the Affiliate Link in the same message. A prior disclosure elsewhere in the thread or in the Affiliate's profile does not carry over.
If the Affiliate engages, pays, incentivizes, or otherwise arranges for any other person to promote the Product on the Affiliate's behalf, the Affiliate is responsible for ensuring each such person complies with this Section 8 and with Section 9, for instructing them on these requirements in writing, and for monitoring their compliance. The Affiliate's liability under this Agreement extends to the conduct of those persons.
Failure to disclose in accordance with this Section 8 is a material breach of this Agreement. The Company may terminate this Agreement immediately, without notice and without cure period, and may withhold and permanently forfeit all unpaid Commission in the Affiliate's balance at the time of the breach. The Company may also require the Affiliate to remove or correct the non-compliant content, and the Affiliate must comply within 48 hours of written notice. Forfeiture under this Section is in addition to, and does not limit, the Company's rights under Sections 14 and 17.
This Section is a material term of this Agreement and carries the highest compliance risk in the Program. Read it in full.
The Affiliate may not make, imply, suggest, or repeat any representation, promise, projection, or estimate about the income, revenue, commission, close rate, conversion rate, appointment rate, show rate, deal size, sales cycle, quota attainment, team performance, return on investment, or any other business or financial result that any customer, prospective customer, or user will, may, can, could, or is likely to achieve by using the Product.
This prohibition includes, without limitation:
(a) Specific dollar figures, percentages, multiples, or ranges of any business result;
(b) Time-bound claims such as "in 30 days," "within your first month," or "by the end of the quarter";
(c) Comparative claims such as "double your close rate," "add another six figures," or "3x your pipeline";
(d) Implied claims made through imagery, lifestyle depictions, screenshots of dashboards or bank accounts, revenue graphs, leaderboards, or on-screen text, even where no words are spoken;
(e) Claims framed as questions, hypotheticals, or aspirations, such as "what would an extra $50,000 a month do for you?";
(f) Claims framed as the Affiliate's own goal, prediction, or belief about what the audience will achieve;
(g) Guarantees or assurances of any outcome, including "guaranteed results," "risk free results," or "it works for everyone";
(h) Claims about specific improvements in SalesMetric.ai scores, 5 R's scores, performance bands, or any other metric produced by the Product;
(i) Repeating, quoting, screenshotting, resharing, or paraphrasing an earnings or results claim made by anyone else, including the Company, another affiliate, a customer, or a third party.
Where the Affiliate is permitted under Section 9.4 to reference a result, the Affiliate may not present an exceptional, unusual, or best-case result as representative, typical, expected, or achievable by an ordinary user. Selecting only favorable examples, omitting unsuccessful cases, or implying through framing that a highlighted result is what a new customer should expect is prohibited, and a generic disclaimer does not cure that framing.
The Affiliate may not create, commission, purchase, solicit, publish, or distribute any testimonial, review, endorsement, case study, screenshot, transcript, quotation, rating, or social proof that is fabricated, altered, exaggerated, misattributed, or that does not reflect the genuine, current experience of a real, identified person who actually used the Product.
Specifically prohibited:
(a) Testimonials from persons who have not used the Product;
(b) Testimonials written by the Affiliate and attributed to someone else;
(c) Incentivized, purchased, or exchanged reviews that are not disclosed as such;
(d) Reviews posted by the Affiliate, the Affiliate's employees, family, or agents while presenting as an unaffiliated customer;
(e) AI-generated personas, synthetic voices, synthetic video, avatars, stock footage actors, or composite characters presented, framed, or reasonably understood to be real customers, real users, or real people giving a genuine account of their experience;
(f) AI-generated or synthetically produced screenshots, dashboards, reports, charts, transcripts, or call analyses presented as real Product output or real customer data;
(g) Deepfakes or synthetic likenesses of the Company's founders, personnel, customers, or any real person;
(h) Suppressing, hiding, or manipulating negative reviews of the Product, or misrepresenting the overall body of reviews;
(i) Misrepresenting an endorsement, certification, award, ranking, media appearance, or affiliation the Affiliate or the Product does not hold.
The Affiliate acknowledges that the FTC's Rule on the Use of Consumer Reviews and Testimonials, 16 CFR Part 465, prohibits fake and deceptive consumer reviews and testimonials, including reviews and testimonials created by generative artificial intelligence and reviews by persons who do not exist or who did not have actual experience with the product, and provides for substantial civil penalties per violation. The Affiliate agrees that violation of this Section 9.3 is a material breach.
The Affiliate may describe the Affiliate's own genuine, first-hand experience with the Product, provided that:
(a) The experience is real, current, and accurately described, without embellishment;
(b) The Affiliate actually used the Product in the manner described;
(c) The description is clearly labeled as the Affiliate's individual experience and expressly states that individual results vary and are not typical, in language at least as prominent as the claim itself;
(d) The description does not state or imply that any other person will obtain a similar result;
(e) The material connection is disclosed in accordance with Section 8;
(f) Any specific figure, metric, or quantified outcome is subject to Section 9.5 and requires pre-approval.
Recommended qualifying language: "This is my own experience. Individual results vary and my results are not typical. SalesMetric.ai does not guarantee any business result."
Any earnings claim, results claim, performance claim, or quantified outcome the Affiliate wishes to publish must be submitted to and approved in writing by the Company at [email protected] before publication. Verbal approval, approval by a Company employee without written confirmation, silence, or absence of objection is not approval. Approval of one claim is not approval of a variation of it or of its use in a different context.
Any approved claim must be accompanied at all times by adequate substantiation that the Affiliate holds, retains, and can produce to the Company or to a regulator on request, including source records, dates, methodology, sample size, and the conditions under which the result was obtained. The Affiliate must retain substantiation for at least three years after the claim's last publication. The Company may require the Affiliate to produce substantiation at any time and may require immediate removal of any claim the Affiliate cannot substantiate.
Company approval of a claim does not transfer regulatory responsibility to the Company, does not constitute legal advice, and does not relieve the Affiliate of any obligation under this Agreement or under applicable law, including the Affiliate's indemnification obligation in Section 17.
The SalesMetric.ai Terms of Service expressly disclaim any guarantee of sales performance, revenue, close rates, or business outcomes, and state that AI-generated transcription and analysis are probabilistic, imperfect, and not to be relied on as the sole basis for any consequential decision. The Affiliate may not make any statement that contradicts, softens, qualifies away, or is inconsistent with those disclaimers. The Affiliate may not represent that the Product's analysis is definitive, error-free, human-reviewed, or a substitute for human judgment, and may not represent that Product output may be used as a determinative basis for employment decisions.
The Affiliate may describe the Product only in terms consistent with the Company's own published descriptions. The Affiliate may not overstate what the Product does, may not attribute capabilities the Product does not have, and may not describe the AI functionality in terms that suggest human review, certainty, or infallibility. Specific limits on capability claims appear in Section 10.
Breach of this Section 9 is a material breach permitting immediate termination without notice and forfeiture of all unpaid Commission, in addition to the Company's rights under Sections 14 and 17. The Affiliate must remove any non-compliant claim within 24 hours of written notice from the Company.
The Affiliate may not engage in, and may not permit any person acting on its behalf to engage in, any of the following:
Sending unsolicited commercial email, text messages, SMS, MMS, RCS, WhatsApp messages, ringless voicemail, automated calls, or faxes promoting the Product. All email promotion must comply with the CAN-SPAM Act, including accurate header and sender information, a non-deceptive subject line, identification of the message as an advertisement, a valid physical postal address, a functioning opt-out mechanism, and honoring opt-outs within ten business days. All telephone and text promotion must comply with the Telephone Consumer Protection Act and its implementing rules, including prior express written consent where required, do-not-call list compliance, identification requirements, and calling-time restrictions. Canadian recipients are additionally subject to CASL and require consent, identification, and an unsubscribe mechanism. The Affiliate may not send promotional messages to purchased, rented, scraped, or otherwise non-consented lists.
Bidding on, purchasing, or otherwise targeting in any paid search, shopping, marketplace, or paid social keyword auction: "SalesMetric," "SalesMetric.ai," "Gain The Edge," "5 R's," the names of the Company's founders or personnel, any Company product name, or any misspelling, variation, translation, or combination of these terms. The Affiliate also may not use these terms in ad headlines, descriptions, display URLs, sitelinks, or ad extensions, and may not use direct linking to Company-owned URLs in paid ads. The Affiliate must add the Company's brand terms as negative keywords in any broad or phrase match campaign that could otherwise serve on them.
Registering, acquiring, or using any domain name, subdomain, social media handle, username, page name, group name, channel name, app name, or business name that contains, or is confusingly similar to, any of the Marks. This includes typosquatting and hyphenated or extended variants.
Publishing, distributing, or listing on coupon, deal, discount, cashback, or promo code sites or extensions any discount code, coupon, or promotional offer that the Company did not issue to the Affiliate in writing for that purpose. Publishing non-existent, expired, fabricated, or "unlock the deal" codes to capture attribution is prohibited.
Cookie stuffing, cookie dropping, pixel stuffing, iframe stuffing, forced clicks, auto-redirects, pop-unders that set the tracking cookie without a deliberate user click, invisible or zero-pixel links, click injection, click fraud, incentivized clicking, bot traffic, click farms, or any other technique that sets or alters attribution without the purchaser's knowing and deliberate click on a visible Affiliate Link.
Cloaking, URL masking that misrepresents the destination, deceptive redirects, doorway pages, interstitials that misrepresent their purpose, or any technique that conceals from the user where a link leads or that a link is an affiliate link.
Promoting the Product through adware, spyware, malware, toolbars, browser extensions, browser helper objects, or any software that injects, overlays, replaces, or modifies advertising or affiliate links on any web page, or that is installed without clear and informed user consent.
Promoting the Product on, or in connection with, any property containing or promoting illegal activity, adult or sexually explicit content, violence, hate speech, harassment, discrimination based on a protected characteristic, weapons or explosives, illegal drugs, gambling where unlawful, pirated or infringing material, or any content the Company reasonably considers damaging to its reputation.
Impersonating, or holding out as, the Company, SalesMetric.ai, Gain The Edge, Jim Padilla, Cyndi Padilla, or any Company officer, employee, contractor, coach, or customer. This includes creating accounts, profiles, pages, or email addresses that appear to be official, answering support inquiries as though on the Company's behalf, or using a synthetic voice, image, or likeness of any Company personnel.
Running any advertisement, email, landing page, or content that a reasonable consumer would understand to be published or sent by the Company rather than by the Affiliate. All Promotional Content must make the Affiliate's independent identity evident. The Affiliate may not use "official," "authorized dealer," "corporate," "headquarters," or similar designations.
Misrepresenting the artificial intelligence capabilities of the Product, including claiming that the analysis is human-reviewed, verified, guaranteed accurate, legally compliant, or infallible; claiming capabilities the Product does not have, such as real-time coaching during a live call, lie detection, emotion or sentiment certainty, prediction of deal outcomes, CRM functionality, or automatic consent management; or describing the underlying models, data handling, or methodology in terms inconsistent with the Company's published documentation, Terms of Service, and Privacy Policy. The Affiliate may not state or imply that the Company uses customer content to train AI models, because it does not.
Promising, projecting, or implying that a customer will achieve any particular SalesMetric.ai score, 5 R's score, score increase, performance band, ranking, benchmark position, or rate of improvement. Scores are the output of a proprietary rubric applied to individual calls and no score outcome may be promised.
Making any statement about the Company's pricing, trial terms, refund policy, security practices, data handling, or Service availability that is inconsistent with the Company's published pricing page, Terms of Service, and Privacy Policy; offering guarantees, warranties, discounts, refunds, extended trials, or contract terms the Company has not authorized in writing; disparaging the Company's customers or competitors in a false or misleading way; or violating any platform's terms of service or advertising policies in the course of promoting the Product.
The Company may require immediate removal or correction of any Promotional Content that violates this Section, and the Affiliate must comply within 48 hours of written notice. Violation of this Section is a material breach permitting immediate termination and, where the violation involves fraud, deception, or attribution manipulation, forfeiture of unpaid Commission under Section 14.3.
Subject to the Affiliate's continuous compliance with this Agreement, the Company grants the Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display and use the Marks and the creative assets made available in the Affiliate Portal solely for the purpose of promoting the Product in accordance with this Agreement, during the term of this Agreement.
This license grants no other right. It does not license the Service itself, the 5 R's framework, the Company's scoring rubrics, methodology, coaching content, prompts, documentation, or any other Company intellectual property.
The Affiliate must use only the logos, banners, screenshots, copy blocks, and other creative assets the Company provides through the Affiliate Portal, and must use them as provided, without modification. The Affiliate may not alter the colors, proportions, spacing, orientation, or typography of any logo; may not add effects, outlines, shadows, or overlays; may not animate or distort the Marks; may not combine the Marks with other marks, words, or imagery to form a composite; and may not create derivative logos, icons, badges, seals, certifications, or marks based on or resembling the Marks.
The Affiliate may not create or publish altered screenshots, mockups, or simulated Product output. Screenshots must be genuine, current, and unaltered except for redaction of personal information.
The Affiliate acknowledges that the Company owns all right, title, and interest in the Marks and that all goodwill arising from the Affiliate's use inures solely to the Company. The Affiliate may not register or attempt to register any of the Marks, any translation or transliteration of them, or any confusingly similar mark, name, domain, or handle, in any jurisdiction, and may not challenge or assist any person in challenging the Company's rights in the Marks.
The Company may review the Affiliate's use of the Marks at any time and may require changes to protect its rights or reputation. The Affiliate must implement required changes within 48 hours of written notice.
The license granted in this Section terminates automatically and immediately on termination of this Agreement or on revocation by the Company. Within 10 business days of termination or revocation, the Affiliate must remove all Marks, creative assets, Affiliate Links, and references to the Product from all properties the Affiliate controls, and must cease all further use. Where content is on a platform the Affiliate cannot edit, the Affiliate must request removal and document the request. Affiliate Links will be deactivated and any purchase made after deactivation earns no Commission.
The Affiliate retains ownership of Promotional Content it creates, excluding the Marks and Company assets embedded in it. The Affiliate grants the Company a non-exclusive, royalty-free, worldwide license to reproduce, display, and reference the Affiliate's Promotional Content for the purposes of compliance review, program administration, and internal record keeping. The Company may, with the Affiliate's separate written consent, feature Affiliate content in Company marketing.
The Affiliate receives no personal information about Referred Customers. The Affiliate's reporting in the Affiliate Portal is limited to aggregate and transactional commission data, such as click counts, conversion counts, commission amounts, transaction dates, and status. The Affiliate is not provided, and has no right to, a Referred Customer's name, email address, phone number, company, account contents, call recordings, transcripts, scores, reports, or any other personal or business information.
The Affiliate may not attempt to identify, deanonymize, contact, or profile Referred Customers using Affiliate Portal data; may not scrape, harvest, or systematically extract data from the Affiliate Portal, the Company's websites, order forms, or the Service; may not use pixels, session recording, fingerprinting, or third-party tracking on Company-owned pages; and may not use any technique to intercept, capture, or reconstruct information about persons who click through to the Company's properties.
Any audience, list, subscriber base, community, or customer relationship the Affiliate builds is the Affiliate's own. The Affiliate is solely responsible for how it collects, stores, uses, discloses, secures, and deletes that data, and for obtaining any consent required to market to those persons.
The Affiliate must comply with all applicable privacy and marketing laws, including as applicable the EU and UK General Data Protection Regulation, the California Consumer Privacy Act as amended, the Personal Information Protection and Electronic Documents Act, Canada's Anti-Spam Legislation, the CAN-SPAM Act, the Telephone Consumer Protection Act, and any comparable state, provincial, or national law. The Affiliate must maintain a compliant privacy policy and cookie notice on any property used to promote the Product, and must obtain any consent required for tracking technologies it deploys on its own properties.
With respect to the Affiliate's own marketing data, the Affiliate is an independent controller, and not a processor, service provider, or joint controller with the Company. The parties do not share personal data with one another for marketing purposes under this Agreement, and this Agreement is not a data processing agreement. Each party determines the purposes and means of processing the personal data it holds and is independently responsible for its own compliance.
If the Affiliate becomes aware of any security incident or unauthorized access affecting data related to the Program, including compromise of the Affiliate's Affiliate Portal credentials or of a list used to promote the Product, the Affiliate must notify the Company at [email protected] without undue delay and no later than 72 hours after becoming aware.
The Affiliate is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, fiduciary, or similar relationship between the parties. The Affiliate is not entitled to any employee benefit, insurance, expense reimbursement, workers' compensation, unemployment insurance, minimum wage, overtime, paid leave, or similar entitlement from the Company.
The Affiliate controls the manner, method, timing, location, and means of its promotional activity. The Company does not supervise the Affiliate, set the Affiliate's hours, or direct the details of the Affiliate's work. The requirements in this Agreement are conditions of participation and compliance obligations, not direction or control of the Affiliate's business.
The Affiliate has no authority, express or implied, to bind the Company, to enter into any contract or commitment on the Company's behalf, to accept service of process for the Company, to incur any obligation or liability in the Company's name, or to hold itself out as having any such authority.
The Affiliate has no authority to make any representation, warranty, guarantee, promise, or commitment on the Company's behalf. The Affiliate may not negotiate with any prospective or existing customer on the Company's behalf; may not offer, promise, or grant any price, discount, coupon, extended trial, custom term, refund, service level, support commitment, feature, roadmap commitment, or guarantee; may not accept payment on the Company's behalf; and may not resolve, settle, or make commitments regarding any customer complaint, dispute, refund request, or support issue. All such matters must be directed to the Company at [email protected].
The parties intend that this Agreement does not create a franchise or business opportunity relationship. The Company charges no fee for participation in the Program, provides no business plan or marketing plan the Affiliate is required to follow, grants no exclusive or protected territory, and makes no representation about the income or profits the Affiliate will earn. The Affiliate acknowledges that it has received no earnings representation from the Company and is not relying on any.
The Affiliate bears all costs of its promotional activity, including advertising spend, hosting, tooling, staff, and taxes. The Company does not reimburse expenses and is not liable for any advertising spend or other cost the Affiliate incurs, including where the Program is modified or terminated under Sections 14 or 15.
This Agreement begins when the Affiliate is accepted into the Program or first uses an Affiliate Link, whichever is earlier, and continues until terminated under this Section.
Either party may terminate this Agreement at any time, for any reason or no reason, on written notice to the other. Notice from the Affiliate must be sent to [email protected] or given through the Affiliate Portal where that function is available. Notice from the Company may be given by email to the address on the Affiliate's account or through the Affiliate Portal. Termination for convenience is effective on receipt of notice unless the notice states a later date.
The Company may terminate this Agreement immediately, without notice and without any cure period, if the Affiliate breaches any provision of this Agreement, engages in conduct the Company reasonably believes to be fraudulent or deceptive, engages in conduct that exposes the Company to regulatory, legal, or reputational risk, or violates any applicable law.
Where the Company terminates for a material breach involving fraud, attribution manipulation, false or unsubstantiated earnings or results claims, fabricated testimonials or reviews, or failure to disclose the material connection under Section 8, all Commission in the Affiliate's balance, whether or not otherwise payable, is forfeited in its entirety, and no further Commission accrues. Forfeiture is in addition to the Company's right to reverse Commission under Section 7, to recover amounts already paid where the underlying transactions were procured by the breaching conduct, and to pursue any other remedy.
On termination of this Agreement for any reason, recurring Commission on existing Referred Customers ceases as of the effective date of termination, and no further Commission accrues on any subscription, including subscriptions attributed to the Affiliate before termination.
The sole exception is termination by the Company for convenience under Section 14.2 where the Affiliate is in good standing and not in breach. In that case, the Affiliate continues to receive recurring Commission on subscriptions that were Qualified Purchases before the effective date of termination, for the remainder of the recurring duration applicable to each such subscription, subject to all other conditions in Sections 4.4, 4.5, 6, and 7. This exception does not apply where the Affiliate terminates, or where the Company terminates for cause under Section 14.3.
On termination: the Affiliate's Affiliate Links are deactivated and earn no further Commission; the Affiliate's Affiliate Portal access may be revoked; the license in Section 11 terminates and the removal obligation in Section 11.5 applies; and any Commission balance that remains payable under Section 14.4 is paid in the ordinary payout cycle, net of reversals, subject to the threshold in Section 6.2 and to the tax documentation requirement in Section 6.7.
Instead of terminating, the Company may suspend the Affiliate's participation, deactivate Affiliate Links, and place Commission payouts on hold while it investigates suspected fraud or breach. The Company will act in good faith and will complete an investigation within a reasonable period. Commission determined to have been validly earned will be released; Commission determined to be invalid will be reversed or forfeited as applicable.
Sections 2, 3.3, 4.5, 4.6, 6.6, 6.7, 6.8, 7, 8.6, 9 (as to content published during the term), 11.3, 11.5, 12, 13, 14.3, 14.4, 14.5, 16, 17, 18, 19, and 20 survive termination.
The Company may modify any aspect of the Program, including the commission percentage, the recurring commission duration, the Cookie Window, attribution rules, the payout schedule, the minimum payout threshold, the Clawback Period, eligible products, creative assets, and Program rules. The Company may also suspend or discontinue the Program entirely.
The Company will give the Affiliate at least 30 days' advance notice of a change that reduces the commission rate, reduces or removes a product from the Commission schedule, shortens the Cookie Window, raises the payout threshold, or discontinues the Program. Notice may be given by email to the address on the Affiliate's account, by notice in the Affiliate Portal, or by posting an updated version of this Agreement with a revised "Last Updated" date and notifying the Affiliate that it has been updated.
Changes that do not adversely affect the Affiliate's economics, including corrections, clarifications, added creative, expanded eligible products, and changes required by law, platform rules, or the Company's payment or affiliate providers, may take effect immediately on notice.
Changes apply prospectively only. A change to the commission rate, recurring duration, or Cookie Window applies to Qualified Purchases occurring on or after the change's effective date. Recurring Commission on subscriptions that were Qualified Purchases before the effective date continues at the rate and for the duration in effect when that Qualified Purchase occurred, subject to Sections 4.4, 7, and 14.4.
The Affiliate's continued participation in the Program after the effective date of a change constitutes acceptance of that change. If the Affiliate does not accept a change, its sole remedy is to terminate under Section 14.2 before the effective date.
If the Company discontinues the Program, this Agreement terminates on the effective date stated in the notice, and the Company will pay Commission validly earned and payable through that date in the ordinary payout cycle, subject to the threshold in Section 6.2, the reversal rights in Section 7, and the tax documentation requirement in Section 6.7. Discontinuation of the Program is treated as termination by the Company for convenience for purposes of Section 14.4.
THE COMPANY MAKES NO REPRESENTATION, WARRANTY, PROMISE, OR GUARANTEE REGARDING THE AMOUNT OF COMMISSION THE AFFILIATE WILL EARN, THE VOLUME OF TRAFFIC, CLICKS, LEADS, TRIALS, OR PURCHASES THE AFFILIATE WILL GENERATE, THE CONVERSION RATE OF ANY TRAFFIC, THE RETENTION OR PAYMENT BEHAVIOR OF ANY REFERRED CUSTOMER, OR THE COMMERCIAL VALUE OF PARTICIPATION IN THE PROGRAM.
The Affiliate acknowledges that it may earn no Commission at all, that the Company has made no earnings representation, that the Affiliate is not relying on any earnings representation, and that any figure or example discussed at any time was illustrative only and is not typical, promised, or guaranteed.
THE PROGRAM, THE AFFILIATE PORTAL, THE AFFILIATE LINKS, THE TRACKING AND ATTRIBUTION SYSTEMS, THE REPORTING, AND ALL CREATIVE ASSETS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
THE COMPANY DOES NOT WARRANT THAT THE AFFILIATE PORTAL, TRACKING, OR REPORTING WILL BE UNINTERRUPTED, ERROR FREE, COMPLETE, OR ACCURATE, THAT EVERY REFERRAL WILL BE TRACKED, THAT COOKIES WILL PERSIST, THAT LINKS WILL FUNCTION ON EVERY BROWSER, DEVICE, OR PLATFORM, OR THAT THE PROGRAM WILL CONTINUE TO BE OFFERED.
The Program depends on third-party systems, including GoHighLevel and Stripe, that the Company does not control. The Company is not liable for the failure, downtime, error, change, or discontinuation of any third-party system, or for any resulting loss of tracking, attribution, reporting, or Commission.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GAIN THE EDGE, LLC, ITS MEMBERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, COMMISSION, ADVERTISING SPEND, DATA, GOODWILL, AUDIENCE, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, ARISING FROM OR RELATING TO THE PROGRAM OR THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF COMMISSION ACTUALLY PAID BY THE COMPANY TO THAT AFFILIATE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
THESE LIMITATIONS APPLY REGARDLESS OF WHETHER A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND REFLECT A REASONABLE ALLOCATION OF RISK THAT FORMS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply to the Affiliate.
The Affiliate will indemnify, defend, and hold harmless Gain The Edge, LLC and its members, officers, employees, contractors, agents, and affiliates from and against any claim, demand, action, proceeding, investigation, inquiry, audit, fine, penalty, judgment, settlement, loss, damage, liability, cost, or expense, including reasonable attorneys' fees and the cost of responding to any governmental inquiry, arising from or relating to:
(a) The Affiliate's breach of this Agreement or of any representation or warranty in it;
(b) Any Promotional Content the Affiliate creates, publishes, sponsors, distributes, or causes to be distributed, including any claim that it is false, misleading, deceptive, defamatory, or infringing;
(c) Any claim, statement, representation, testimonial, review, or endorsement the Affiliate makes or publishes about the Product, the Company, or the results attainable with the Product;
(d) Any action, investigation, civil penalty demand, or enforcement proceeding by the Federal Trade Commission, any state attorney general, any consumer protection authority, or any comparable regulator, arising from the Affiliate's failure to disclose the material connection under Section 8, from earnings or results claims under Section 9, from fake or deceptive reviews or testimonials, or from any other deceptive practice by the Affiliate;
(e) The Affiliate's violation of any law, rule, or regulation, including the FTC Act, the FTC Endorsement Guides at 16 CFR Part 255, the FTC Rule on the Use of Consumer Reviews and Testimonials at 16 CFR Part 465, the CAN-SPAM Act, the Telephone Consumer Protection Act, CASL, and applicable privacy and data protection laws;
(f) The Affiliate's infringement or misappropriation of any third party's intellectual property, publicity, privacy, or other right, including through use of images, music, footage, likenesses, or content the Affiliate does not have the right to use;
(g) Any act or omission of any person the Affiliate engages, pays, or incentivizes to promote the Product;
(h) Any dispute between the Affiliate and any consumer, platform, advertising network, or third party arising from the Affiliate's promotion of the Product;
(i) Any tax, penalty, or interest assessed against the Company arising from the Affiliate's failure to report or pay tax on Commission, or from the Affiliate's misclassification claim regarding its status under Section 13.
The Company will notify the Affiliate of any claim subject to this Section. The Company may, at its option, control the defense of any claim with counsel of its choosing at the Affiliate's expense, or permit the Affiliate to control the defense with counsel reasonably acceptable to the Company. The Affiliate may not settle any claim in a manner that imposes any obligation, admission, payment, or restriction on the Company without the Company's prior written consent. The Affiliate will cooperate fully at its own expense.
This Section 17 survives termination of this Agreement indefinitely and is not limited by Section 16.3.
Except for the claims described in Section 18.3, before filing a claim, the initiating party must contact the other with a written description of the dispute and the relief sought. Notice to the Company must be sent to [email protected]. The parties will work in good faith to resolve the dispute. If it is not resolved within 60 days of that notice, either party may proceed under Section 18.2.
Please read this section carefully. It affects your legal rights.
Except as provided in Section 18.3, any dispute arising from or relating to this Agreement or the Program will be resolved by binding arbitration rather than in court.
Either party may:
You and we agree that any dispute will be brought on an individual basis only. You waive any right to participate in a class action, class arbitration, collective action, or representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim will be severed from arbitration and heard in court, and the remainder of this Section 18 will continue to apply.
To the extent permitted by law, any claim arising from or relating to the Program or this Agreement must be filed within two years after the claim arose, or it is permanently barred.
This Agreement is governed by the laws of the State of California, without regard to conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Where arbitration does not apply under Section 18.3, the state and federal courts located in Sacramento, California have exclusive jurisdiction, and the Affiliate consents to personal jurisdiction there.
If the Affiliate is a resident of a jurisdiction whose law grants mandatory protections that cannot be waived by contract, nothing in this Agreement deprives the Affiliate of those protections.
20.1 Entire Agreement. This Agreement, together with the Program terms, rates, and rules published in the Affiliate Portal, constitutes the entire agreement between the parties regarding the Program and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings on that subject, whether written or oral. The Affiliate acknowledges that it has not relied on any statement, promise, or representation not set out in this Agreement or in the Affiliate Portal.
20.2 Order of Precedence. In the event of a conflict, the order of precedence is: (1) the commission rates, cookie window, payout terms, and program rules published in the Affiliate Portal, as to those subjects; (2) this Agreement; (3) any other Program documentation or communication.
20.3 Severability. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will continue in full force.
20.4 Waiver. No failure or delay by either party in exercising any right under this Agreement operates as a waiver of that right. A waiver is effective only if in writing and signed by the waiving party, and applies only to the specific instance identified.
20.5 Assignment. The Affiliate may not assign, delegate, or transfer this Agreement, its affiliate account, its Affiliate Links, or any right or obligation under this Agreement, whether by operation of law or otherwise, without the Company's prior written consent. Any attempted assignment without consent is void. The Company may assign this Agreement freely, including to any affiliate or to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets. This Agreement binds and benefits the parties and their permitted successors and assigns.
20.6 Force Majeure. Neither party is liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of war or terrorism, epidemics, civil unrest, labor disputes, government action, internet or utility outages, and the failure, outage, or discontinuation of third-party infrastructure, payment, or affiliate platform providers. The Affiliate's obligation to repay reversed Commission and the Company's obligation to pay Commission already validly earned and payable are not excused by this provision.
20.7 Notices. The Company may give notice to the Affiliate by email to the address on the Affiliate's account, by notice in the Affiliate Portal, or by posting an updated version of this Agreement. The Affiliate must give notice to the Company at [email protected], with a copy by mail to the registered agent address in Section 21 for any legal notice. Notice is effective on receipt, or 24 hours after sending by email if no bounce notification is received. The Affiliate is responsible for keeping its email address current.
20.8 No Third-Party Beneficiaries. This Agreement confers no rights on any person or entity other than the parties and, as to Section 17, the indemnified persons named in it.
20.9 Export and Sanctions Compliance. The Affiliate represents that it is not located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive United States sanctions, and that it is not identified on any United States government restricted or denied party list.
20.10 Counterparts and Electronic Acceptance. This Agreement may be accepted electronically, and electronic acceptance, including by clicking to accept or by enrolling in the Program, has the same effect as a handwritten signature.
20.11 Interpretation. "Including" means "including without limitation." Headings are for convenience only and do not affect interpretation. This Agreement will not be construed against the drafting party.
20.12 Language. This Agreement is executed in English. Any translation is provided for convenience only and the English version controls.
This Agreement, compliance questions, and legal notices: [email protected]
Commission balances, payouts, attribution reporting, current rates, and Program rules: the Affiliate Portal in the Company's GoHighLevel affiliate manager. Technical or account access issues may be sent to [email protected].
Postal address: Gain The Edge, LLC 4834 Nebraska Ln Fair Oaks, CA 95628
Registered agent, for legal notices: 680 W. Nye Ln., Suite 201 Carson City, NV 89703
By enrolling in the SalesMetric.ai Affiliate Program, using an Affiliate Link, or accepting any Commission, you acknowledge that you have read, understood, and agree to be bound by this Affiliate Program Agreement, including the disclosure obligations in Section 8, the restrictions on earnings claims and testimonials in Section 9, the prohibited promotion methods in Section 10, the limitation of liability in Section 16, the indemnification obligation in Section 17, and the arbitration provision and class action waiver in Section 18.
SalesMetric.ai is a product of Gain The Edge, LLC.
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