ClearStaq Affiliate Program — Terms of Service

Effective Date: [DATE] Last Updated: [DATE]

1. Introduction and Acceptance

These ClearStaq Affiliate Program Terms of Service ("Affiliate Terms") constitute a legally binding agreement between you ("Affiliate," "you," or "your") and Capital Gurus LLC, a Delaware limited liability company doing business as ClearStaq ("ClearStaq," "Company," "we," "us," or "our").

By applying to, enrolling in, or participating in the ClearStaq Affiliate Program ("Program"), you acknowledge that you have read, understood, and agree to be legally bound by these Affiliate Terms, our Terms of Service, and our Privacy Policy. If you are entering into these Affiliate Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Affiliate Terms.

If you do not agree with any part of these Affiliate Terms, do not apply to or participate in the Program.

These Affiliate Terms are supplemental to our general Terms of Service. In the event of a direct conflict between these Affiliate Terms and our general Terms of Service, these Affiliate Terms shall control with respect to matters relating to the Program.

2. Definitions

For the purposes of these Affiliate Terms:

"Affiliate Account" means the account created for you upon acceptance into the Program, through which you access your dashboard, tracking links, reports, and commission information.

"Affiliate Link" means the unique, trackable URL or referral code assigned to you through the Program, used to identify and attribute Referred Customers to your account.

"Commission" means the monetary compensation earned by the Affiliate for each Referred Customer, calculated as set forth in Section 6.

"Cookie Duration" means the period of time (90 days from the date of the initial click) during which a tracking cookie placed via your Affiliate Link remains active on a prospective customer's browser for the purpose of attribution.

"Gross Revenue" means all amounts actually received by ClearStaq from a Referred Customer for ClearStaq's subscription plans and credit purchases, excluding taxes, refunds, chargebacks, disputed charges, credits issued by ClearStaq for service failures, and any amounts reversed or voided for any reason.

"Net Revenue" means Gross Revenue minus (i) refunds, (ii) chargebacks, (iii) disputed charges, (iv) credits or service-level adjustments issued by ClearStaq, and (v) any applicable taxes, duties, or government-imposed fees.

"Qualified Referral" means a prospective customer who (a) clicks on your Affiliate Link or uses your referral code, (b) creates a new ClearStaq account, (c) is not an existing ClearStaq customer or a customer who maintained an account within the preceding 12 months, (d) is not already attributed to another affiliate or ClearStaq sales channel, and (e) becomes a paying customer by purchasing a subscription plan or credits.

"Referred Customer" means a Qualified Referral who has converted into an active, paying ClearStaq customer and whose account remains in good standing.

"Sub-Affiliate" means any third party recruited by you to promote ClearStaq under your affiliate account, subject to Section 14.

"Abandoned Account" means an Affiliate Account where the affiliate has not logged into their dashboard for a period of twelve (12) consecutive months, or has generated no new Qualified Referrals during a period of six (6) consecutive months.

3. Program Enrollment

3.1 Application

To participate in the Program, you must submit a complete application through our designated enrollment portal. You must provide accurate, truthful, and current information, including your full legal name (or business name), contact information, website URL(s), promotional methods, tax identification information, and any other information requested.

3.2 Acceptance

We will review your application and notify you of acceptance or rejection within ten (10) business days. We reserve the right, in our sole and absolute discretion, to reject any application for any reason or no reason, without obligation to disclose the basis for rejection. Acceptance into the Program does not create an employment, partnership, joint venture, or agency relationship between you and ClearStaq.

3.3 Eligibility Requirements

To be eligible for the Program, you must:

Be at least 18 years of age (or the age of legal majority in your jurisdiction)
Have a valid, operational website, blog, social media presence, or other established online platform
Not be a current employee, officer, director, or contractor of ClearStaq or Capital Gurus LLC
Not be located in, or a citizen or resident of, any jurisdiction where participation in the Program would violate applicable law
Not have been previously removed or suspended from the Program for violation of these Affiliate Terms
Be able to receive payments via our supported payment methods (see Section 7)

3.4 Ongoing Eligibility

We reserve the right to periodically re-evaluate your eligibility and participation in the Program. We may request updated information or documentation at any time, and failure to provide such information within fifteen (15) business days may result in suspension or termination of your Affiliate Account.

3.5 Single Account

You may only maintain one (1) Affiliate Account. Creating multiple accounts to circumvent program rules, increase commissions, or manipulate the attribution system is grounds for immediate termination and forfeiture of all pending commissions.

4. Affiliate Relationship

4.1 Independent Contractor

You are an independent contractor. Nothing in these Affiliate Terms creates or is intended to create an employment, agency, partnership, joint venture, or franchise relationship between you and ClearStaq. You have no authority to make or accept any offers or representations on behalf of ClearStaq unless specifically authorized in writing. You are solely responsible for your own taxes, insurance, and business expenses.

4.2 No Exclusivity

These Affiliate Terms do not grant you an exclusive right to promote ClearStaq. We may have multiple affiliates, partners, resellers, and internal sales teams operating simultaneously. ClearStaq may also run its own marketing campaigns and customer acquisition channels that compete with your promotional efforts, and this shall not affect your commission rights for Referred Customers properly attributed to your Affiliate Link.

4.3 Non-Assignment

Your participation in the Program is personal to you (or your entity). You may not assign, transfer, sell, or sublicense your Affiliate Account, Affiliate Links, or any rights or obligations under these Affiliate Terms without our prior written consent. Any purported assignment without consent is void.

5. Tracking and Attribution

5.1 Affiliate Links

Upon acceptance into the Program, you will receive unique Affiliate Links and/or referral codes. You must use only these designated links and codes when promoting ClearStaq. Any modification, cloaking, or manipulation of Affiliate Links (beyond standard URL shortening services) is prohibited.

5.2 Cookie Duration

Attribution is tracked via a first-click cookie with a 90-day duration. If a prospective customer clicks your Affiliate Link, a tracking cookie is placed on their browser for 90 days. If that customer creates a ClearStaq account and becomes a paying customer within the 90-day window, the referral is attributed to you.

5.3 Attribution Model

We use a first-click attribution model. The first affiliate whose link a prospective customer clicks receives attribution credit, provided the cookie has not expired. If a prospective customer clicks a different affiliate's link after yours, the original (first-click) attribution is maintained for the duration of the cookie.

5.4 Attribution Exceptions

A referral will NOT be attributed to you in the following circumstances:

The prospective customer's cookie has expired (beyond 90 days from initial click)
The prospective customer already has an existing ClearStaq account
The prospective customer was already attributed to another affiliate before clicking your link
The prospective customer was already in active discussions with ClearStaq's direct sales team prior to clicking your Affiliate Link (as determined by ClearStaq's CRM records)
The prospective customer disabled cookies, used private/incognito browsing, or otherwise prevented cookie placement
The referral was generated through prohibited methods (see Section 10)

5.5 Attribution Disputes

If you believe a referral was incorrectly attributed (or not attributed to you), you may submit a dispute within thirty (30) days of the referral event by contacting [email protected] with supporting evidence. ClearStaq will review the dispute in good faith and make a final determination within fifteen (15) business days. ClearStaq's determination on attribution disputes is final and binding.

6. Commission Structure

6.1 Commission Rate

You will earn a commission equal to thirty percent (30%) of the Net Revenue generated by each Referred Customer, for as long as that Referred Customer maintains an active, paying ClearStaq account.

Example: If a Referred Customer pays $1,000 per month for a ClearStaq subscription, you earn $300 per month for as long as that customer remains an active, paying subscriber.

6.2 Recurring Nature

Commissions are recurring and continue to accrue each billing cycle (monthly or annual) for the lifetime of the Referred Customer's active account. "Lifetime" means for as long as the Referred Customer continuously maintains an active, paying ClearStaq subscription without interruption exceeding sixty (60) days.

6.3 Commission Calculation

Commissions are calculated based on Net Revenue. The following are explicitly excluded from commission calculations:

Sales taxes, VAT, GST, or any other government-imposed taxes or fees
Refunds, credits, or chargebacks (see Section 6.5)
Free trial periods or promotional credits issued by ClearStaq
Any portion of a payment disputed by the Referred Customer
Revenue from services or products not part of ClearStaq's core subscription or credit plans (e.g., custom professional services, consulting, or one-off projects unless otherwise agreed in writing)

6.4 Plan Changes

If a Referred Customer upgrades or downgrades their ClearStaq plan, your commission adjusts accordingly based on the new Net Revenue amount, effective from the next billing cycle following the change.

6.5 Refunds, Chargebacks, and Clawbacks

If a Referred Customer receives a refund, initiates a chargeback, or disputes a charge:

Full refund within 30 days of initial purchase: The commission for that billing period is voided entirely.
Partial refund: The commission is recalculated based on the adjusted Net Revenue.
Chargeback: The commission for the charged-back amount is immediately reversed. If the chargeback is later reversed in ClearStaq's favor, the commission will be reinstated.
Recurring refund patterns: If a Referred Customer receives refunds totaling more than 25% of their total payments over any rolling 90-day period, ClearStaq reserves the right to review the referral for potential fraud and withhold commissions pending investigation.

Previously paid commissions that are subject to clawback will be deducted from future commission payouts. If your commission balance is insufficient to cover the clawback, you agree to remit the difference to ClearStaq within thirty (30) days of written notice.

6.6 Commission Cap

ClearStaq reserves the right to introduce a maximum commission cap (per Referred Customer or in aggregate) with sixty (60) days' prior written notice to affiliates. Any such cap will not apply retroactively to commissions already earned prior to the notice.

6.7 No Double-Dipping

If you are also a ClearStaq customer, you may not earn commissions on your own account or usage. Self-referrals are strictly prohibited (see Section 10.1).

7. Payment Terms

7.1 Payment Schedule

Commissions are paid monthly, on or before the 15th of each month, for commissions earned in the preceding calendar month, subject to the hold period in Section 7.3.

7.2 Minimum Payout Threshold

The minimum payout threshold is $100 USD. If your accrued commissions are below this threshold, payment will be carried over to the next month until the threshold is met. If your account is terminated and your balance is below the threshold, ClearStaq will issue a final payment within sixty (60) days regardless of the threshold, provided the balance is at least $25 USD. Balances below $25 at termination are forfeited.

7.3 Hold Period

All commissions are subject to a thirty (30) day hold period from the date the commission is earned. This hold period allows for refunds, chargebacks, and fraud review before commissions become payable. During the hold period, commissions appear as "pending" in your Affiliate Account dashboard.

7.4 Payment Methods

We currently support the following payment methods:

ACH bank transfer (US accounts)
Wire transfer (international accounts)
PayPal
Wise (TransferWise)

You are responsible for providing accurate payment information and for any fees charged by your financial institution or payment processor. ClearStaq is not responsible for payment delays caused by incorrect information provided by you.

7.5 Currency

All commissions are calculated and paid in United States Dollars (USD). If a Referred Customer pays in a different currency, the conversion to USD will be based on the exchange rate at the time of ClearStaq's receipt of payment.

7.6 Taxes

You are solely responsible for reporting and paying all taxes owed on commission income. If required by applicable law, ClearStaq may request a completed IRS Form W-9 (for US-based affiliates) or W-8BEN/W-8BEN-E (for non-US affiliates) before issuing any payment. Failure to provide required tax documentation within thirty (30) days of request will result in payment withholding until documentation is received. ClearStaq may be required to withhold taxes as mandated by law and will provide appropriate tax documentation (e.g., Form 1099) where required.

8. Affiliate Obligations

8.1 Accurate Representation

You must represent ClearStaq and its services accurately and in good faith. You must not:

Make false, misleading, exaggerated, or unsubstantiated claims about ClearStaq's services, pricing, capabilities, or performance
Guarantee specific results, outcomes, or ROI from using ClearStaq
Misrepresent the nature of your relationship with ClearStaq (e.g., claiming to be an employee, partner, or authorized reseller unless formally designated as such)
Create content that could reasonably be confused with official ClearStaq communications

8.2 Disclosure Requirements

In compliance with the Federal Trade Commission (FTC) Endorsement Guides, applicable EU regulations, and all other applicable advertising laws and regulations, you must clearly and conspicuously disclose your affiliate relationship with ClearStaq in all promotional materials. This includes:

Blog posts, articles, and reviews
Social media posts and stories
Email communications
Video and audio content
Any other medium used to promote ClearStaq

Disclosure must be placed prominently and in close proximity to the affiliate link or promotional content. Phrases such as "affiliate link," "I may earn a commission," or similar language are acceptable. Burying disclosures in footnotes, separate pages, or small print does not satisfy this requirement.

8.3 Compliance with Laws

You must comply with all applicable local, state, national, and international laws, rules, and regulations in connection with your participation in the Program, including but not limited to:

FTC Act and Endorsement Guides (16 CFR Part 255)
CAN-SPAM Act of 2003 and all anti-spam laws
General Data Protection Regulation (GDPR) and UK GDPR
California Consumer Privacy Act (CCPA) / California Privacy Rights Act (CPRA)
Telephone Consumer Protection Act (TCPA)
Children's Online Privacy Protection Act (COPPA)
Any applicable data protection, consumer protection, and advertising regulations in your jurisdiction

8.4 Content Accuracy

You are responsible for ensuring all promotional content about ClearStaq is accurate, current, and reflects ClearStaq's current product offerings, pricing, and features. If ClearStaq updates its pricing, features, or services, you must update your promotional materials within fourteen (14) days of being notified of such changes. Failure to update materials may result in commission withholding or account suspension.

8.5 Data Protection

If your promotional activities involve the collection, processing, or handling of personal data (e.g., email lists, contact forms, retargeting pixels), you must:

Maintain a compliant privacy policy on your website or platform
Obtain all necessary consents for data collection and processing
Handle personal data in accordance with all applicable data protection laws
Not share, sell, or transfer any personal data collected through ClearStaq-related promotions to third parties without explicit consent
Immediately notify ClearStaq of any data breach that may affect ClearStaq customers or prospective customers

9. Promotional Guidelines

9.1 Approved Promotional Methods

You may promote ClearStaq through the following channels, subject to these Affiliate Terms:

Personal or business websites, blogs, and landing pages
Email marketing (to opt-in lists only — see Section 10)
Social media (organic and paid, subject to PPC restrictions)
YouTube, podcasts, webinars, and other multimedia content
Online communities and forums (where permitted by community rules and done transparently)
Industry publications, whitepapers, and comparison content

9.2 Brand Assets

ClearStaq may provide approved marketing materials, logos, banners, and copy through your Affiliate Account dashboard. You may use only approved brand assets in your promotions. You may not:

Modify, alter, or distort ClearStaq logos, trademarks, or brand assets without prior written approval
Use ClearStaq branding in a manner that suggests endorsement, partnership, or sponsorship beyond the affiliate relationship
Register or use domain names, social media handles, or app names that include "ClearStaq" or confusingly similar variations

9.3 PPC and Paid Search Restrictions

If you engage in Pay-Per-Click (PPC) advertising (Google Ads, Bing Ads, etc.), you must adhere to the following:

You may NOT bid on ClearStaq trademarks, brand names, product names, or any variations or misspellings thereof (including "ClearStaq," "Clear Staq," "Clearstack," "ClearStaq AI," etc.) as keywords in any PPC campaign without prior written approval
You may NOT use ClearStaq trademarks in ad titles, ad copy, display URLs, or ad extensions
You may NOT direct link from any PPC ad directly to clearstaq.com or any ClearStaq subdomain — traffic must go to your own website or landing page first
You may bid on generic, non-branded keywords related to bank statement parsing, fraud detection, income verification, fintech, MCA, lending technology, etc.
If you automate PPC campaigns, it is your responsibility to add ClearStaq brand terms as negative keywords
Violation of PPC restrictions will result in immediate forfeiture of commissions for a minimum of the preceding thirty (30) days and possible termination from the Program

9.4 Email Marketing Rules

If you promote ClearStaq through email:

You must only send to opt-in email lists that you have lawfully built and maintained
All emails must comply with CAN-SPAM, GDPR, and applicable anti-spam regulations
Emails must include a clear, functioning unsubscribe mechanism
You may not send unsolicited emails (spam) or purchase email lists for the purpose of promoting ClearStaq
Email subject lines must not be misleading or deceptive
You must include your affiliate disclosure in the email body

9.5 Coupon and Discount Code Rules

You may only advertise coupon codes, discounts, or promotional offers that are officially provided to you through the Program
You may not create, fabricate, or distribute unauthorized discount codes
You may not post expired or invalid codes
You may not use "reveal code" mechanisms that force cookie placement
Misrepresentation of offers or coupon stuffing is grounds for immediate termination

10. Prohibited Activities

The following activities are strictly prohibited and will result in immediate termination, forfeiture of all pending and future commissions, and potential legal action:

10.1 Self-Referrals

You may not refer yourself, your immediate family members, your employees, your co-founders, your business partners, or any entity you own or control. Self-referrals will be voided, commissions reversed, and repeated violations will result in termination.

10.2 Fraudulent Activity

Cookie stuffing, forced clicks, or any technology that places tracking cookies without genuine user intent
Click fraud, impression fraud, or artificial inflation of traffic or conversions
Using bots, scripts, or automated tools to generate clicks, signups, or referrals
Creating fake accounts or referrals
Misrepresenting traffic sources or referral origins
Incentivizing sign-ups with cash, gift cards, or other compensation unless approved in writing by ClearStaq

10.3 Trademark Infringement

Registering domain names containing "ClearStaq" or confusingly similar terms
Creating websites, apps, or social media profiles that impersonate or could be confused with official ClearStaq properties
Using ClearStaq trademarks in metatags, alt text, or hidden text for SEO manipulation

10.4 Harmful or Objectionable Content

Your promotional materials and any website or platform used to promote ClearStaq must not contain, link to, or be associated with:

Content that is illegal, threatening, harassing, defamatory, obscene, or harmful
Pornographic, sexually explicit, or adult content
Content promoting violence, discrimination, or hate speech
Malware, viruses, spyware, or any malicious code
Content that infringes any third-party intellectual property, privacy, or publicity rights
Gambling, firearms, controlled substances, or other regulated content
Content promoting or facilitating financial fraud, money laundering, or other financial crimes

10.5 Misleading Practices

Promising free access to ClearStaq where no such offer exists
Creating fake reviews, testimonials, or endorsements
Impersonating ClearStaq employees or representatives
Using deceptive redirects, pop-ups, or pop-unders
Promoting ClearStaq in conjunction with any illegal or unethical business schemes
Making income claims or promises about affiliate earnings without substantiation

10.6 Competing Programs

You may not simultaneously participate in both the ClearStaq Affiliate Program and any ClearStaq referral program, reseller program, or other compensation program for the same referrals. If you participate in multiple ClearStaq programs, commission will be paid under one program only (as determined by ClearStaq), and no double-compensation will be provided.

10.7 Confidentiality Violations

You must keep confidential all non-public information provided to you through the Program, including but not limited to: commission rates, conversion data, internal reports, product roadmaps, and any proprietary information shared with affiliates. You may publicly state your commission rate for the purpose of promoting the Program to prospective sub-affiliates, but may not disclose other affiliates' performance data or ClearStaq's internal metrics.

11. Intellectual Property

11.1 ClearStaq IP

ClearStaq retains all right, title, and interest in and to its trademarks, service marks, logos, trade names, trade dress, copyrights, patents, trade secrets, and all other intellectual property rights ("ClearStaq IP"). Your participation in the Program grants you a limited, non-exclusive, non-transferable, revocable license to use ClearStaq IP solely in connection with your authorized promotional activities under the Program and in accordance with these Affiliate Terms.

11.2 License Restrictions

You may not:

Modify, adapt, or create derivative works of ClearStaq IP
Use ClearStaq IP in any manner that disparages ClearStaq or damages its reputation
Use ClearStaq IP after termination of your participation in the Program
Sublicense ClearStaq IP to any third party without prior written consent
Register any trademark, domain name, or social media handle that is identical or confusingly similar to ClearStaq IP

11.3 Affiliate Content

You retain ownership of original content you create to promote ClearStaq, provided it does not incorporate ClearStaq IP beyond the limited license granted herein. By creating promotional content featuring ClearStaq, you grant ClearStaq a non-exclusive, royalty-free, worldwide license to use, reproduce, and display such content for the purpose of showcasing affiliate activities or promoting the Program.

12. Disclaimer of Warranties and Limitation of Liability

12.1 No Warranties

THE PROGRAM IS PROVIDED "AS IS" AND "AS AVAILABLE." CLEARSTAQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE. CLEARSTAQ DOES NOT GUARANTEE ANY SPECIFIC LEVEL OF EARNINGS, CONVERSIONS, OR TRAFFIC.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEARSTAQ'S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE PROGRAM OR THESE AFFILIATE TERMS SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL CLEARSTAQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

12.3 Indemnification

You agree to indemnify, defend, and hold harmless ClearStaq, Capital Gurus LLC, and their respective officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your participation in the Program
Your promotional activities
Your violation of these Affiliate Terms
Your violation of any applicable law or regulation
Any claim that your promotional content infringes any third-party rights
Any tax obligations arising from your commission income

13. Termination

13.1 Termination by Either Party

Either party may terminate participation in the Program at any time, for any reason, with or without cause, by providing fifteen (15) days' written notice to the other party. Notice to ClearStaq must be sent to [email protected]. Notice to you will be sent to the email address on file in your Affiliate Account.

13.2 Immediate Termination by ClearStaq

ClearStaq may immediately terminate your participation in the Program, without prior notice, in the following circumstances:

Violation of any provision of these Affiliate Terms
Fraudulent, illegal, or unethical activity
Material misrepresentation in your application
Conduct that, in ClearStaq's sole judgment, damages or could damage ClearStaq's reputation, goodwill, or business
Failure to maintain compliance with applicable laws
Bankruptcy, insolvency, or cessation of business operations
Inactivity constituting an Abandoned Account

13.3 Effect of Termination

Upon termination:

Your license to use ClearStaq IP terminates immediately
You must immediately cease all promotional activities and remove all Affiliate Links, ClearStaq branding, and promotional materials from your website and platforms within seven (7) days
You must destroy or return any confidential information provided by ClearStaq
Pending commissions that have cleared the 30-day hold period and meet the minimum threshold will be paid within sixty (60) days, provided termination was not for cause (fraud, material breach, or prohibited activities)
If terminated for cause, all pending and unpaid commissions are forfeited
Commissions on Referred Customers acquired prior to termination will continue to be paid for a period of six (6) months following termination (the "Tail Period"), provided (i) termination was not for cause, and (ii) you comply with all post-termination obligations. After the Tail Period, recurring commissions cease.

13.4 Survival

The following sections survive termination: Section 6.5 (Clawbacks), Section 7.6 (Taxes), Section 10 (Prohibited Activities — to the extent they involve ongoing obligations), Section 11 (Intellectual Property), Section 12 (Disclaimers and Liability), Section 13.3 (Effect of Termination), Section 15 (Confidentiality), Section 17 (Governing Law and Dispute Resolution), and this Section 13.4.

14. Sub-Affiliates

14.1 Sub-Affiliate Authorization

You may recruit sub-affiliates to promote ClearStaq under your account, provided:

You obtain prior written approval from ClearStaq before activating any sub-affiliate network
Each sub-affiliate agrees to and complies with these Affiliate Terms
You are fully responsible for the acts, omissions, and compliance of your sub-affiliates
You disclose the identity and promotional methods of sub-affiliates upon ClearStaq's request

14.2 Sub-Affiliate Liability

Any violation of these Affiliate Terms by a sub-affiliate will be treated as a violation by you. ClearStaq may hold you liable for any damages, losses, or costs arising from sub-affiliate misconduct. ClearStaq reserves the right to require the immediate removal of any sub-affiliate from the Program.

15. Confidentiality

15.1 Confidential Information

During your participation in the Program, you may receive or have access to non-public information about ClearStaq's business, technology, customers, strategies, financial data, and program metrics ("Confidential Information"). You agree to:

Keep all Confidential Information strictly confidential
Not disclose Confidential Information to any third party without ClearStaq's prior written consent
Use Confidential Information solely for the purpose of participating in the Program
Take reasonable measures to protect Confidential Information from unauthorized access or disclosure

15.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of yours; (b) was known to you prior to disclosure by ClearStaq; (c) is independently developed by you without reference to ClearStaq's Confidential Information; or (d) is required to be disclosed by law, provided you give ClearStaq prompt written notice and cooperate in seeking a protective order.

15.3 Duration

Confidentiality obligations survive termination of these Affiliate Terms for a period of two (2) years.

16. Modifications

16.1 Changes to These Terms

ClearStaq reserves the right to modify these Affiliate Terms at any time. We will notify you of material changes via email or through your Affiliate Account dashboard at least thirty (30) days before the changes take effect. Your continued participation in the Program after the effective date of any modifications constitutes your acceptance of the updated terms.

16.2 Changes to Commission Structure

Any changes to the commission rate, structure, or payout terms will be communicated with at least sixty (60) days' prior written notice. Changes to the commission structure will not apply retroactively to commissions already earned prior to the effective date of the change.

16.3 Changes to the Program

ClearStaq reserves the right to modify, suspend, or discontinue the Program at any time with thirty (30) days' prior notice. In the event of Program discontinuation, all commissions earned through the date of discontinuation (and that have cleared the hold period) will be paid out in accordance with Section 7.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Affiliate Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

17.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to first contact ClearStaq at [email protected] and attempt to resolve the dispute informally for a period of thirty (30) days.

17.3 Arbitration

If the dispute cannot be resolved informally, any controversy or claim arising out of or relating to these Affiliate Terms, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The place of arbitration shall be Wilmington, Delaware, or may be conducted virtually at the arbitrator's discretion. The language of arbitration shall be English. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

17.4 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

17.5 Injunctive Relief

Notwithstanding the foregoing, ClearStaq may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of ClearStaq's intellectual property rights, copyrights, trademarks, trade secrets, or Confidential Information.

18. General Provisions

18.1 Entire Agreement

These Affiliate Terms, together with the ClearStaq Terms of Service, Privacy Policy, and any supplemental terms or guidelines provided through the Program, constitute the entire agreement between you and ClearStaq regarding the Program and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

18.2 Severability

If any provision of these Affiliate Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.

18.3 Waiver

ClearStaq's failure to enforce any right or provision of these Affiliate Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of ClearStaq.

18.4 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, government action, or failures of third-party services.

18.5 Notices

All notices under these Affiliate Terms shall be in writing and sent to:

To ClearStaq: [email protected]
To Affiliate: The email address on file in your Affiliate Account

Notices are deemed received upon delivery if sent by email with confirmed receipt, or within three (3) business days if sent by certified mail.

18.6 Headings

Section headings are for convenience only and shall not affect the interpretation of these Affiliate Terms.

19. Contact Information

For questions, concerns, or support regarding the ClearStaq Affiliate Program, contact us at:

Email: [email protected] Website: https://clearstaq.com Mailing Address: Capital Gurus LLC (d/b/a ClearStaq) [Business Address] United States

By applying to or participating in the ClearStaq Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these Affiliate Terms.