PopflyTM Affiliate Program Terms of Use

Last Updated 11/12/2025

In addition to Popfly’s General Terms of Service and Brand Platform Subscription Terms of Use (collectively, the “General Terms”) and all related Order Forms (together with the General Terms, the “Agreement”), entered into between Popfly and Client, if Client utilizes the Popfly Affiliates Program tool (the “Affiliate Programs Tool”) to create affiliate programs (each, a “Program”), Client’s use of the Affiliate Programs Tool and any Programs are governed by and subject to these Affiliate Program Terms of Use (these “Affiliate Program Terms”), which form a part of the Agreement. Capitalized terms used but not defined in these Affiliate Program Terms will have the respective meanings assigned to them in the General Terms.

IF YOU DO NOT HAVE THE AUTHORITY TO ACCEPT OR IF YOU DO NOT AGREE WITH THESE AFFILIATE PROGRAM TERMS, YOU MUST NOT ACCESS OR USE THE AFFILIATE PROGRAMS TOOL.

1. Engagement Metrics

1.1 Popfly shall track certainengagementmetricsrelatedtoCreators’participationinClient’sPrograms, as specified by Popfly from time to time (the “Engagement Metrics”). Popfly shall, in its sole discretion, determine which Engagement Metrics it will track, and may add or remove Engagement Metrics at any time.

1.2 Popfly shall track Engagement Metrics using Popfly’s designated tracking technology, which Popfly may update from time to time. Client hereby agrees to Popfly’s use of such tracking technology and that Client shall not disable or attempt to disable, or to circumvent in any way, such tracking technology.

1.3 Client shall specify the Engagement Metrics (selected from those tracked by Popfly) for which it will compensate a Creator, as well as the rates of compensation for each applicable Engagement Metric. Client understands and agrees that Popfly is not a party to or responsible for any compensation arrangements between Client and any Creators engaged by Client.

1.4 Client hereby acknowledges and agrees that Popfly’s calculations of Engagement Metrics will be final and determinative, and that Popfly shall have no liability with respect to the tracking and/or calculation of Engagement Metrics. Popfly shall report Engagement Metrics to Client via the Platform. If Client has a concern with Popfly’s calculation of any Engagement Metric(s), Client may discuss such concern with Popfly in good faith, provided that Popfly shall have no obligation to make any adjustments to such calculations.

2. Creator Payment

2.1 Subject to Client’s compliance with its obligations in the Agreement (including, but not limited to, its maintenance of valid and up to date payment account information enabling Popfly to debit the Affiliate Program Fees (as defined in Section 2.2 below)), Popfly shall, on behalf of Client, pay amounts owed by Client to Creators based on the compensation arrangement specified by Client for the applicable Program(s) for which a Creator is engaged (each such payment, an “Affiliate Payment”). Popfly shall make Affiliate Payments in the first ten days of the calendar month following a thirty day “settle-in” period from when a Creator’s participation in a Program first accrues amounts for which Client has agreed such Creator will be compensated. By way of example only, if a Creator’s participation in a Program would first result in compensation on October, the thirty day “settle-in” period would end of November 14, and Popfly would make the Affiliate Payment to the Creator during the first ten days of December.

2.2 Client hereby agrees to reimburse Popfly for any and all Affiliate Payments made by Popfly on Client's behalf pursuant to Section 2.1 above, plus an administrative fee as set forth in an Order Form (such reimbursements and administrative fees, collectively the “Affiliate Program Fees”). Payments of Affiliate Program Fees shall be made in accordance with Section 5 of the Brand Platform Subscription Terms of Use, and Client shall also be responsible for paying any Taxes with respect to Affiliate Program Fees. Popfly may immediately suspend any Affiliate Payments, without prior notice, if Popfly in its sole good faith discretion believes that Client is unable or unwilling to pay the Affiliate Program Fees or is in breach of Section 5 of the Brand Platform Subscription Terms of Use.

3. Affiliate Program Indemnity. In addition to Client’s indemnification obligations set forth in Section 8.2(b) of the Brand Platform Subscription Terms of Use, Client shallalso indemnify, defend, and hold harmless Popfly from any and all costs, losses, expenses (including reasonable attorneys’ fees and other litigation expenses, as well as collection agency costs) and Claims incurred in connection with or in any way arising out of (i) Client’s actual or alleged breach of these Affiliate Program Terms, or (ii) any Affiliate Payments, except where Client can demonstrate by clear and convincing evidence gross negligence or willful misconduct by Popfly in connection with an Affiliate Payment.

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