Terms & Conditions (Affiliates)

BY SIGNING UP WITH THE HELPERHAT ("www.helperhat.com", "HelperHat", "we", "us", and "our") AFFILIATE PROGRAM ("Program"), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS ("Agreement"). YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL THE CLAUSES OF THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. The terms of the Agreement form the entire contract between the parties concerning its subject matter.

YOU ("You", "Affiliate", or "Affiliates") AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.

This is a legal agreement between you (either an individual or a legal entity), and HelperHat (owned and operated by Nunuworks, Inc., based in Vancouver, BC, Canada) and its authorized service provider(s), distributor(s), promoter(s), and reseller(s). This Agreement outlines the rules and regulations of the Program.

By clicking the button "Sign up" during registration on our Platform via Rewardful, you consent that you are over 18 years old and agree to the terms of our Privacy Policy and this Agreement. Suppose you are acting on behalf of a company when accepting this Agreement and the Privacy Policy. In that case, you also declare to be authorized to perform such legal actions on behalf of that company (herein the term "you" shall mean the relevant company).

HelperHat reserves the right to approve or reject any Program application at its sole and absolute discretion. Acceptance of your application to the Program is at HelperHat's sole discretion and neither HelperHat nor its authorized representatives shall hold any liability to you if your application is rejected.

DEFINITIONS

In this Agreement, the following definitions will apply:

• "Affiliate" or "Affiliates" are the individuals or entities in the affiliate application that intend to participate in the Affiliate Program and who will legally be bound by the Terms and Conditions herein.
• "HelperHat", "we", "us", and "our" refer to Nunuworks, Inc. (operating as HelperHat) and its affiliated companies.
• "Customers" are the individuals and legal entities that are the end users of HelperHat's products and services.
• "Affiliate Program" means the program operated by HelperHat, in which the Affiliates are enrolled and rewarded in the form of monetary compensation for referring Customers.
• "Affiliate Link" is the personal link from an Affiliate participating in the Affiliate Program, used to track referrals and commissions. The link is located on the Affiliate's website and promotional channels, and when clicked on by a potential customer, it directs to HelperHat's website.
• "Referral" stands for a potential customer who was led to HelperHat's website using the Affiliate Link.
• "Commission" means the money that an Affiliate earns from each Referral that converts into a sale.
• "Abandoned Affiliate Account" means any Affiliate account where the Affiliate Dashboard has not been logged into for 6 months, and/or has no affiliate referrals posted during 6 months.
• "Rewardful" refers to the third-party platform used by HelperHat to manage its Affiliate Program.

TERMS AND CONDITIONS OF THE ACCOUNT

• Account Information: You must provide your legal full name, a valid email address, and any additional information requested to complete the signup process.
• Account Security: You are responsible for maintaining the security of your account and password. HelperHat cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
• Account Responsibility: You are responsible for all content posted and activity that occurs under your account.
• Single Account Limitation: Each legal entity may control no more than one Affiliate Program account unless expressly authorized by HelperHat in writing.
• Legal Use: You may not use the Program for any illegal or unauthorized purpose. You must not, in the use of the Affiliate account or Program, violate any laws in your jurisdiction (including but not limited to copyright laws).
• No Self-Referrals: You may not use the Program to gain a discount on HelperHat products for your use or that of any affiliate or company in the same group or with common ownership of any kind. All sales must be to entities on an arm's length basis only. Failure to comply with this condition will make any affected sales Commission repayable with immediate effect.

PARTICIPATION REQUIREMENTS AND AFFILIATE OBLIGATIONS

To be eligible to join the Affiliate Program, you must:

• Agree to these Terms and Conditions.
• Be at least 18 years old.

In the application, you must provide your full name and any additional information requested. After you sign up for the program, we will review your application. We reserve the right to approve or reject any application at our sole discretion and to re-evaluate your participation at any time.

You are allowed to create and use only one Affiliate account. Upon approval, you will receive access to your Affiliate dashboard and personal Referral Link.

As a participant in the Program, you have the right to market and promote HelperHat's products and services. You may use any marketing materials from HelperHat.

The Affiliate is responsible for ensuring that all information used in your promotions is current and accurate. If there are changes in HelperHat's pricing, packages, or services, it is your responsibility to update your promotional content accordingly.

POLICIES AND PROHIBITED ACTIVITIES

As a condition of your participation in the Affiliate Program, you agree that while you are an Affiliate of HelperHat, you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, or other requirements (collectively, "Laws") of any governmental authority that has jurisdiction over you.

This is regardless of whether those Laws are now in effect or later come into effect during the time you are an Affiliate or participating in the Affiliate Program, including, without limitation, during the application process.

Without limiting the foregoing obligation, you agree that as a condition of your participation in the Affiliate Program, you will comply with all applicable federal, provincial, or other Laws that govern marketing email, including without limitation, the Canadian Anti-Spam Legislation (CASL), the e-Privacy Directive, the CAN-SPAM Act of 2003, and all other anti-spam laws.

By participating in the Program, the Affiliate agrees that their website and other promotional channels do not contain or promote:

• Copyright, trademark, or other intellectual property rights infringement.
• Adult, violent, or defamatory content.
• Gambling, including and without limitations, sports books, poker, and (online) casinos.
• Religious or political viewpoints.
• Any content or services that violate the law.

Paid Ads Policy

You may not:

• Use your Affiliate Link in any paid media. This includes advertisements such as search engine ads, Facebook or Instagram ads, or anything similar that would compete with or otherwise cannibalize HelperHat's marketing and cause confusion for potential customers.
• Bid in your pay-per-click campaigns on keywords such as helperhat.com, helper hat, HelperHat coupons, HelperHat discounts, www.helperhat, www.helperhat.com, and/or any misspellings or similar alterations of these, be it separately or in combination with any other keywords. To use any HelperHat-related keywords through paid advertising, you need prior approval from the HelperHat team and must direct the traffic from such campaigns to your website before redirecting it to our website.
• Use of "doorway pages" in such instances or overall as part of HelperHat promotional activities is also strictly prohibited.
• Transmit any so-called "interstitials," "Parasiteware," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets," or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until the consumer has fully exited the HelperHat Website (i.e., no page from our site or any HelperHat content or branding is visible on the end-user's screen).

You may:

• Review HelperHat on your Blog and YouTube channel, add banners, and share your link with your clients and social media followers provided that you comply at all times with the terms and conditions of any third-party sites which you use for affiliate marketing.

Abuse, gaming, and policy violations will result in having your account banned and any existing and future Commissions forfeited.

Self-referrals are forbidden. This means you cannot refer yourself, your immediate family, or the company you work for. You will not receive a Commission on self-referrals.

We do not work with discount and coupon websites. Coupon codes are not provided to Affiliates. Affiliates that display invalid discount codes on their websites or in their promotions will be removed from the Affiliate Program. Any misleading information to set an Affiliate cookie on the potential customer's device is forbidden. This includes any campaigns that aim to mislead the potential customer by representing HelperHat.

The Affiliate shall act in HelperHat's interest and compliance with all relevant and applicable regulations and ethical standards.

If you contravene any part of this section, you will be considered to be in material breach of the Agreement which will allow us to terminate the agreement and claim damages.

COMMISSIONS AND PAYMENTS

Commission Structure:

• Commission Percentage: 50% of all payments from customers you referred during their first 12 months of HelperHat subscription.
• Maximum Commission Period: 12 months after the first sale.
• Cookie Window: Referral cookie expires after 60 days.

Commission Eligibility:

Commission for Affiliates becomes due when a customer signs up for HelperHat's products and services using your unique Affiliate Link on a bona fide, arm's length basis and does not cancel without liability within 30 days of purchase per HelperHat's Terms of Service ("Commission").

Commission Approval and Payment:

• Affiliate Commissions are approved if they are considered valid in the month after the sale.
• Commissions become due after 30 days of the sale. Commissions will be pending for at least 30 days before they're considered payable, to allow time for refunds.
• Minimum Payout Threshold: $50 (Fifty US Dollars).
• Payout Method: Our standard payout method is PayPal. It is the Affiliate's responsibility to have an accurate and working PayPal email address updated in their Affiliate dashboard.
• Wire Transfers: We may offer wire transfers for Commission over a $1,000 threshold. Please contact our Affiliate team at [email protected] to arrange this.

Commission Adjustments:

In case of a refund, the Commission will not be payable, and if already paid, it will be adjusted from the next payout. If there is no next payout within the next 30 days, then the Affiliate will be liable to pay back the Commission immediately. Failure to make payment of a Commission paid out in error will entitle us to terminate this Agreement and claim damages. HelperHat also reserves the right to charge interest on owed payments to the maximum amount allowable by applicable law and engage debt collection agencies to retrieve such monies, the cost of which will be charged to you in addition to the debt and any accrued interest.

Inactive Accounts:

We reserve the right to remove Abandoned Affiliate Accounts from our system and terminate this Agreement with immediate effect if your balance is equal to or less than the minimum payout threshold, after 6 months of inactivity. In this case, any accumulated Commissions below the minimum payout threshold will be forfeited.

Other Conditions:

• Where you refer a customer who is a prior client of HelperHat, the payout of the Commission will be subject to manual review and approval by us at our sole discretion.
• We reserve the right to withhold payments to any suspicious Affiliate, request KYC details, and/or run through due diligence to ensure the Affiliate's traffic and methods are safe for the HelperHat brand.
• Any kind of tax payable by the Affiliate on Commission is the responsibility of the Affiliate, and we will not gross up any Commission in any circumstances.

Special Cases:

In some cases, we may give credit to an Affiliate even if the customer didn't sign up through their link. If you have a case like that, contact our team at [email protected] with the details of your referral, and we will assess your case.

We reserve the right to set off any amounts owing to us against Commission payments in cases where Commission payments have either been made erroneously or due to a misrepresentation by you. We reserve the right to counterclaim in all such circumstances.

TERMINATION

Your Affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

• Inappropriate advertisements, including, without limitation, false claim(s), misleading hyperlinks, brand bidding (PPC), and the like.
• Spamming (mass email, mass newsgroup posting, etc.).
• Advertising on sites containing or promoting illegal activities.
• Failure to abide by the Federal Trade Commission guidelines and regulations, or any applicable Laws.
• Violation of the HelperHat brand, or any HelperHat intellectual property rights, including, without limitation, copyright or trademark, or any abuse or misuse of our intellectual property rights.
• Manipulating or influencing any customer with wrong ideas to earn the Affiliate Commission.
• Repetitive self-referrals, fraudulent transactions, or suspected Affiliate fraud.
• If the HelperHat team does not feel comfortable in their sole and absolute discretion about its brand value with the Affiliate's promotional method(s).

We, in our sole and absolute discretion, have the right to suspend or terminate your account and refuse any current or future use of the Program or any other HelperHat service for any reason at any time. Such termination will result in the deactivation or deletion of your Affiliate account and/or denial of access to your account, and the forfeiture and relinquishment of all potential or to-be-paid Commissions in your account earned or suspected to be earned through fraudulent or illegal sales or marketing methods, or overly aggressive, questionable sales or marketing methods, as determined by HelperHat in its sole and absolute discretion. HelperHat reserves the right to refuse service to anyone for any reason at any time.

In addition to the foregoing, HelperHat reserves the right to terminate any Affiliate account at any time without disclosing the reason.

Amendments:

We may make amendments to the Affiliate Terms and Conditions that do materially adversely affect your benefits under the Program by giving you thirty (30) days' notice ("Amendment Notice Period") in advance before its effectiveness by displaying the notification in your Affiliate dashboard.

Should you disagree with such an amendment, you may terminate this Agreement within the Amendment Notice Period, effective on its expiry by informing us in writing.

Termination by Affiliate:

When an Affiliate account is terminated by the Affiliate, unpaid Commission above the minimum threshold of $50 will be paid out. Any Commissions pending under $50 will be voided.

The company may terminate your Affiliate Agreement or suspend access to the Affiliate Program with immediate effect and without prior notice in the circumstances of fraud and abuse.

LIABILITY

HelperHat provides no warranty or representation regarding the Affiliate Program, its availability, or the accuracy and completeness of the tracking and reporting systems. The Affiliate Program is provided on an "as is" basis.

In no event shall HelperHat be liable for any indirect, consequential, or special damages arising out of or in connection with the Program, including but not limited to lost profits or loss of business opportunities.

We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising concerning this Agreement and the Program will not exceed the total Commissions paid or payable to you under the terms of this Agreement in the 6 months before the event giving rise to such claim.

DISPUTE RESOLUTION

Any dispute relating in any way to this Agreement (including any actual or alleged breach thereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates shall first be referred to HelperHat team for discussion and resolution. If a resolution has not been reached in 10 business days, either party shall have the right to submit the dispute to confidential arbitration, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any provincial or federal court (and you consent to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction.

Arbitration under this agreement shall be conducted under the rules then prevailing of the Canadian Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

MISCELLANEOUS

This Agreement will be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without reference to rules governing the choice of laws.

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

The failure of HelperHat to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

This Agreement constitutes the entire agreement between you and HelperHat, superseding any prior agreements between you and HelperHat (including, but not limited to, any prior versions of this Agreement or any other Terms and Conditions).

We reserve the legal right to update and change the terms and conditions of this Agreement from time to time without any prior notice provided that such change does not materially affect your benefits under the Agreement. We may make amendments to the Agreement that do materially adversely affect your benefits under the Program by giving you thirty (30) days' notice ("Amendment Notice Period") in advance before its effectiveness by displaying the notification in your Affiliate dashboard. Should you disagree with such an amendment, you may terminate this Agreement within the Amendment Notice Period, effective on its expiry by informing us in writing. If you terminate the Agreement, only unpaid Commission above the minimum threshold outlined in the Commissions and Payments section shall be paid out in such circumstances and only if you are not in breach of this Agreement.

ELECTRONIC EXECUTION EFFECTIVE

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the HelperHat Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Program application process. This action creates an electronic signature and binds you under a legal agreement.

INDEPENDENT INVESTIGATION

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS OUTLINED IN THIS AGREEMENT.

By clicking "Sign up" or "I Agree" or any similar button or checkbox, you acknowledge that you have read this Agreement and agree to all its terms and conditions.

If you have any questions regarding these Terms and Conditions, please contact us at [email protected].