Affiliate Program Agreement

# Affiliate Program Agreement

**Product:** Brainrise (the "Service")
**Operator:** Southwest CP Investment LLC, a Texas limited liability company ("Company," "we," "us," or "our")
**Version:** 1.1
**Effective Date:** August 16, 2026
**Eligibility:** Adults **eighteen (18) years of age or older**, resident in the United States, only. See Section 1.3.
**Last Updated:** 2026-08-24

This Affiliate Program Agreement ("Agreement") governs your participation as an affiliate ("Affiliate," "you," or "your") in the Brainrise affiliate program (the "Program"). It uses the defined terms of the Brainrise Terms of Service ("Terms") where applicable. By enrolling in or participating in the Program, you agree to this Agreement, the Terms, and the other policies in the Brainrise legal pack.

**READ SECTION 8 (PROHIBITED CONDUCT) AND SECTION 9 (FTC DISCLOSURES) CAREFULLY. VIOLATIONS RESULT IN IMMEDIATE TERMINATION, FORFEITURE AND CLAWBACK OF COMMISSIONS, AND INDEMNIFICATION LIABILITY.**

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## 1. Independent-Contractor Status

1.1 You are an **independent contractor.** Nothing in this Agreement creates any employment, agency, partnership, joint venture, or franchise relationship. You have no authority to bind Company, make representations on its behalf, or incur obligations in its name.

1.2 You are solely responsible for your own methods, tools, personnel, and expenses. You receive no employee benefits and are not covered by Company's insurance or policies.

1.3 **Eligibility — you must be eighteen (18) or older and a U.S. resident.** The Program is offered **only to adults resident in the United States.** You represent and warrant that you are at least **eighteen (18) years of age**, are a United States resident, and are legally competent to enter into this Agreement. **No person under 18 may apply for, enroll in, participate in, promote, or receive any payment under the Program**, whether directly or through another person's account, identity, tax information, or payment details. Company **collects an age attestation at enrollment and, before issuing any payment, verifies the Affiliate's identity and age through the tax-documentation and payment-onboarding process described in Sections 5 and 10.** Company does not knowingly enroll, track referrals for, or pay commissions to any person under 18.

1.4 **Misrepresentation of age is your responsibility, not Company's.** Company relies on your representation of age in Section 1.3 until it is verified as described in that Section. If you enroll in or participate in the Program by misstating your age, or by using another person's account, identity, date of birth, tax information, or payment details, then: **(a)** this Agreement is void or voidable by Company immediately and without notice; **(b)** all commissions — accrued, pending, or already paid — are forfeited and subject to clawback under Section 6; **(c)** Company has no obligation to pay you any amount; **(d)** you are solely and personally responsible for all resulting liability and will defend and indemnify the Company Parties under Section 11; and **(e)** Company is not responsible for any consequence of your misrepresentation, including any tax, employment, or regulatory consequence. Nothing in this Section limits any other remedy available to Company at law or in equity, and nothing in this Section purports to waive any right of a minor that cannot be waived under applicable law.

1.5 **Where the Program is offered — New Jersey, Massachusetts, and New York are excluded.** The Program is **not offered to, and Company will not enroll or pay, any person whose residence or principal place of business is in New Jersey, Massachusetts, or New York.** You represent and warrant that none is the case, and you will notify Company promptly if it becomes the case. If Company learns that an Affiliate is resident in an excluded state, Company will close the account and pay any commission already validly earned through the date of closure; no further commission accrues.

The New Jersey and Massachusetts exclusions are **not** a judgment about anyone in those states. Both apply a worker-classification test — New Jersey by regulation effective October 1, 2026, and Massachusetts under its independent-contractor statute — under which a commission-paid marketer of a company's own product may be treated as that company's **employee regardless of what this Agreement says**, because those tests turn on the nature of the work and the parties' actual conduct rather than on the parties' agreement, and because Company cannot control how either state would apply its test to a given Affiliate. Company is a small business that does not employ marketing staff, does not offer employee benefits, and is not structured to carry employment obligations in those states. Declining to enroll there is the honest way to avoid a relationship neither party intends.

**New York is excluded for a different reason.** Under Terms of Service Section 2.7 the Service **is not offered to, and may not be purchased by, residents of the State of New York**. Company will not pay anyone to market a Service that the people around them cannot buy, and will not create in-state marketing activity in a state where it does not offer the Service. This is not a judgment about anyone in New York.

1.6 **Independent-contractor reality, not just a label.** Consistent with Section 1.1, and so that the substance matches the label: Company does **not** set your hours, assign you a territory *(the residence-based limits in Sections 1.3 and 1.5 are limits on whom Company will contract with at all, not an allocation of territory among Affiliates)*, require exclusivity, impose sales minimums or quotas, supply your equipment, or direct the day-to-day manner or means of your promotional work. You decide whether to promote at all, when, on which of your own properties, with what creative, and to which adult audiences, and you may promote competing products at the same time.

Company's controls over you are limited to the following, and exist only because Company is answerable under the FTC Act and state consumer-protection law for claims made on its behalf: **(a)** the truthfulness, substantiation and disclosure requirements in Sections 7, 8 and 9; **(b)** the prohibited channels and placements in Section 8, which restrict where a claim may be made rather than directing how you work; **(c)** the prohibition in Section 8(m) on directing any promotion to a person under eighteen; **(d)** the right in Section 7.4 to require removal of a promotion that violates this Agreement; and **(e)** the written compliance acknowledgment in Section 7.5. **That acknowledgment is a written attestation, not instruction: it requires no course, class, curriculum, or examination, and takes only a few minutes.** None of (a) through (e) is direction or control over the performance of your services within the meaning of any worker-classification test, and Company asserts none.

**This Section states Company's position, not a legal conclusion. Worker classification is determined by law and by the parties' actual conduct, not by this Agreement, and nothing in this Section binds any court or agency.**

## 2. Enrollment and Referral Links

2.1 Subject to approval, Company will provide you a **unique per-Affiliate referral link** to promote the Service. You must use only your assigned link(s) and tracking identifiers.

2.2 Company may approve or reject any applicant and may modify, suspend, or discontinue the Program at any time.

## 3. Commissions — First Sale Only

3.1 **Rate.** You earn a commission of **twenty-five percent (25%)** of the net amount actually received by Company on the **first paid subscription purchase** ("First Sale") made by a **new customer** you refer through your referral link.

3.2 **First sale only.** Commission is payable on the referred customer's **First Sale only.** No commission is earned on renewals, subsequent purchases, upgrades, add-ons, or any later transaction by the same customer.

3.3 **New customers only.** Commission is payable only for genuinely new customers who did not previously hold an Account. Free trials that do not convert to a paid First Sale generate no commission.

3.4 **Net amount.** Commission is calculated on the net amount actually received by Company for the First Sale, excluding taxes, discounts, coupons, processing fees, refunds, and chargebacks.

3.5 **No earnings guarantee.** Company makes **no** representation, promise, or guarantee about the amount you will earn, the number of referrals you will generate, or whether you will earn anything at all. Commissions depend entirely on your own promotional effort and on purchases by customers you refer. Any figure Company publishes about affiliate earnings is a historical or illustrative figure only, is not typical, and is not a prediction of your results. **Most affiliates earn little or nothing.** You must not repeat any earnings figure to any third party, and you must not make any earnings claim about the Program to any prospective affiliate.

## 4. Attribution and Tracking

4.1 **Last click, 30-day cookie.** Referrals are attributed on a **last-click** basis using a **30-day cookie window.** If a customer clicks referral links from multiple affiliates, the affiliate whose link was clicked **last** before the qualifying First Sale (within the 30-day window) receives credit.

4.2 Company's tracking records are the sole and final basis for determining attribution and commissions. Company is not responsible for tracking failures caused by cookie blocking, ad blockers, customer device settings, or your failure to use the correct link.

## 5. Payment Terms

5.1 **Schedule.** Approved, cleared commissions are paid **monthly**, in arrears, for the prior calendar month, less any clawbacks and holdbacks.

5.2 **Minimum threshold.** A commission balance is paid only once it reaches or exceeds **fifty U.S. dollars ($50).** Balances below the threshold roll over to subsequent months until the threshold is met.

5.3 **30-day holdback.** Commissions are subject to a **30-day holdback** from the date of the referred First Sale **to account for refunds, cancellations, and early chargebacks.** Commissions are considered "cleared" and payable after the holdback period passes with no refund, chargeback, or cancellation, subject only to the limited clawback right in Section 6.

5.4 **Payment method.** You are responsible for providing accurate payment and tax details. Company may withhold payment until valid tax documentation is received (Section 10).

## 6. Clawback of Commissions

If a referred First Sale is later refunded, charged back, reversed, canceled, or found to be fraudulent, invalid, or in violation of this Agreement, the associated commission is **forfeited and clawed back.** Company may deduct clawed-back amounts from current or future commission balances or invoice you for amounts already paid, which you agree to repay within thirty (30) days. **Company will not claw back a commission more than one hundred eighty (180) days after it was paid, except in the case of fraud or a violation of Section 8.**

## 7. Your Obligations

7.1 Promote the Service lawfully, truthfully, and in good faith, and comply with all applicable laws and this Agreement.

7.2 Accurately describe the Service as an **educational-assistance tool that makes no guarantee of scores, results, or outcomes** (see the Educational Disclaimer and Waiver). Any claim you make must be truthful, non-misleading, and substantiated.

7.3 Keep your promotional content current and remove it promptly upon termination or on Company's request.

7.4 **Monitoring and audit.** You will maintain a current list of every website, social account, channel, mailing list, and other property on which you promote the Service, and will provide it to Company on request within **five (5) business days.** Company may review, monitor, capture, and archive your public promotional content at any time, and may require you to modify or remove any promotion that Company determines, in its reasonable discretion, is inconsistent with this Agreement — within **twenty-four (24) hours** of notice. You will preserve copies of your promotional content and any related substantiation for **three (3) years** and will produce them to Company on request in connection with any regulatory inquiry or third-party claim.

7.5 **Compliance acknowledgment.** Before your first commission is paid, and annually thereafter, you will sign Company's affiliate compliance acknowledgment confirming that you have read Sections 8 and 9, that you make no score, result, or outcome claim, that you make no earnings claim, and that you disclose your material connection in every promotion. Company may suspend commissions until this attestation is current.

## 8. Prohibited Conduct

You **must not**, directly or indirectly:

(a) **make or imply any score-improvement claim, point-gain claim, guarantee, or promise of results or outcomes** of any kind (this is strictly prohibited and is grounds for immediate termination and clawback);
(a-bis) **make, imply, or display any earnings, income, or financial-benefit claim** about the Program — including any statement, screenshot, dashboard image, figure, range, or lifestyle representation regarding what you or any other Affiliate has earned or could earn — **without Company's prior written approval.** Company does not authorise, and will not substantiate, any earnings representation. Any approved earnings representation must be accompanied by a clear and conspicuous disclosure of the **generally expected earnings** of participating Affiliates;
(b) state or imply any **affiliation with, endorsement by, or sponsorship by the College Board** or any testing organization, or misuse the "SAT®" or any third-party trademark;
(c) engage in **spam** or unsolicited bulk email, SMS, or messaging, or violate CAN-SPAM, TCPA, or similar laws;
(d) **bid on, or use in paid search, Company's or the Service's trademarks, brand names, misspellings, or variants,** or use "direct linking" paid ads to the Service without written permission;
(e) operate or promote through **coupon, deal, cashback, or loyalty sites** in a manner that improperly claims attribution, or generate or distribute unauthorized coupon or discount codes;
(f) make **self-referrals** or refer your own Account, household, or purchases made by you or on your behalf;
(g) use cookie stuffing, forced clicks, iframe tricks, typosquatting, misleading redirects, or any deceptive tracking or attribution manipulation;
(h) make false, deceptive, or misleading statements about the Service, its price, features, or the Company;
(i) promote the Service on sites containing illegal, adult, hateful, or otherwise objectionable content, or target children under 13;
(j) fail to make the disclosures required by Section 9;
(k) **defame, disparage, or make false or misleading statements about any competitor, testing organization, school, person, or their products** (including false comparisons), or engage in any conduct that is tortious, harassing, or unlawful toward any third party;
(l) **post, solicit, incentivize, or fabricate fake, deceptive, or non-genuine reviews, testimonials, endorsements, ratings, or engagement,** or misrepresent yourself as an independent or ordinary user, in violation of the FTC's rules on endorsements and consumer reviews (16 C.F.R. Parts 255 and 465);
(m) **direct, target, or tailor any promotion to individuals under the age of eighteen (18)**, market the Program or Program participation to minors, or enroll or attempt to enroll any person under 18 in the Program;
(n) **make, repeat, or imply any claim about affiliate earnings, income, or program profitability to any person, or recruit any other affiliate using any earnings figure;** or
(o) otherwise violate the Terms, applicable law, or the FTC Endorsement Guides.

**Any violation may result in immediate termination, forfeiture of all unpaid commissions, clawback of paid commissions, and indemnification liability under Section 11.**

## 9. Mandatory FTC Disclosures

9.1 You must comply with the **FTC Endorsement Guides, 16 C.F.R. Part 255.** You must **clearly and conspicuously disclose your material connection** to Company (that you earn a commission) in every promotion, in close proximity to the referral link and before any endorsement.

9.2 Acceptable disclosures include clear language such as "#ad," "#affiliate," "Affiliate link — I earn a commission," or an equivalent conspicuous statement. Disclosures must be unavoidable, in plain language, and not buried, hidden, or ambiguous. Platform-native tags alone (e.g., a generic hashtag block) are not sufficient if not clear and conspicuous. **Where you promote the Service in Spanish or any language other than English, every disclosure required by this Section must be made in that same language.**

9.3 You are solely responsible for the accuracy and legality of your statements and endorsements. **Any statement you make about score improvement or results is strictly prohibited (Section 8(a)) and, in addition to termination and clawback, subjects you to indemnification under Section 11.**

9.4 **No earnings claims.** You acknowledge that the FTC treats representations about income or earnings as material claims requiring substantiation, and that **the vast majority of Affiliates earn little or nothing.** You must not represent, directly or by implication, that participation in the Program is a source of income, a business opportunity, or a substitute for employment.

## 10. Taxes; W-9 / 1099

10.1 You are solely responsible for all taxes on commissions you earn. Company will not withhold taxes.

10.2 You must provide a completed **IRS Form W-9** before payment. Because the Program is offered only to U.S. residents (Section 1.3), Company does not onboard Affiliates who cannot provide a Form W-9. Company may issue an **IRS Form 1099** (or applicable form) reporting commissions paid. Company may withhold payment until valid tax documentation is provided and may apply backup withholding if required by law.

## 11. Indemnification by Affiliate

You agree to defend, indemnify, and hold harmless the Company Parties (as defined in the Terms) from and against any and all claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys' fees and any FTC or other regulatory action) arising out of or relating to: (a) your promotional activities, statements, or endorsements, including any score, outcome, or earnings claim; (b) your breach of this Agreement, the Terms, or applicable law; (c) your failure to make required disclosures; (d) any content on your properties; (e) **any defamation, disparagement, or false statement by you about any competitor or third party (Section 8(k))**; (f) **any fake, deceptive, or non-genuine review, testimonial, or endorsement by you (Section 8(l))**; or (g) **any spam, unsolicited messaging, or violation of the CAN-SPAM Act, TCPA, or anti-spam or telemarketing law by you.** **This Section does not require you to indemnify any Company Party against a claim arising from that Company Party's own gross negligence, fraud, or willful misconduct.** You alone — and not Company — are responsible and liable for your promotional conduct; Company is not a party to, and does not authorize, your statements. This obligation survives termination.

## 12. Confidentiality

You will keep confidential any non-public information Company provides (including tracking data, rates, and program terms not publicly posted) and use it only to participate in the Program.

## 13. Term and Termination

13.1 This Agreement begins upon enrollment and continues until terminated.

13.2 **Either party may terminate for convenience** on written notice. **Company may terminate immediately** for any violation of Sections 7–9, the Terms, or applicable law.

13.3 **Effect.** Upon termination you must cease using referral links and Company materials. Unpaid commissions that were validly earned and cleared before termination remain payable, **except** that upon termination for a violation (including any Section 8 violation), all unpaid commissions are **forfeited** and paid commissions may be **clawed back.** **Sections 1, 3, 5, 6, 7, 8, 9, 10, 11, 12, 13.3, 14, and 15 survive termination.**

## 14. Disclaimers and Limitation of Liability

The Program is provided "as is." To the maximum extent permitted by law, Company disclaims all warranties regarding the Program and will not be liable for indirect, incidental, special, consequential, or punitive damages. **Company's total aggregate liability to you under this Agreement will not exceed the greater of (a) the total commissions actually paid to you in the three (3) months immediately preceding the event giving rise to the claim, or (b) one hundred dollars ($100).** Nothing in this Section limits any liability that cannot be limited under applicable law, or liability for gross negligence, fraud, or willful misconduct.

## 15. Governing Law; Arbitration

15.1 This Agreement is governed by the laws of the **State of Texas**, without regard to conflict-of-laws rules.

15.2 **Binding individual arbitration and class-action waiver.** Any dispute arising out of or relating to this Agreement or the Program will be resolved by final and binding **individual** arbitration **administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect (the "Rules"). The parties may substitute a different neutral, independent administrator by written agreement. If JAMS is unwilling or unable to administer the arbitration and the parties do not agree on a substitute administrator within thirty (30) days after a demand is served, either party may apply to a court of competent jurisdiction in Dallas County, Texas to appoint a neutral arbitrator under Section 5 of the Federal Arbitration Act (9 U.S.C. § 5), who will conduct the arbitration under the Rules. The parties intend to arbitrate regardless of the availability of any particular administrator, whose identity is not integral to this agreement to arbitrate.** The arbitration will be seated in **Dallas County, Texas** or conducted by videoconference where available. The class-action waiver, exceptions for injunctive relief, small-claims actions and public injunctive relief, informal-resolution requirement, batching provision, and Federal Arbitration Act provision of **Sections 16.3 and 16.5 through 16.9 of the Terms apply to this Agreement and are incorporated by reference**; **Section 16.2 of the Terms does not apply to this Agreement, and this Section 15.2 governs the applicable rules and administrator.** **You may opt out of this Section 15.2 by sending written notice to southwest@southwestcpinvestment.com (subject line "Affiliate Arbitration Opt-Out" or "Exclusión de Arbitraje del Afiliado" — we honor either) within thirty (30) days of the date Company approves your enrollment in the Program**, stating your name, Affiliate account email, and a clear statement that you wish to opt out. Opting out does not affect any other provision of this Agreement or your participation in the Program. Venue for any permitted court proceeding is **Dallas County, Texas.**

## 16. General

This Agreement, together with the incorporated Terms and policies, is the entire agreement on the subject. Company may modify this Agreement or the Program on notice; your continued participation constitutes acceptance. You may not assign this Agreement without Company's consent; Company may assign freely. If any provision is unenforceable, it will be severed and the remainder remains in effect. Notices to Company: southwest@southwestcpinvestment.com / Southwest CP Investment LLC, 7301 State Highway 161, #148, Irving, TX 75039.

**Language of the transaction.** Where Company offers the Program to you in Spanish and you enroll in Spanish, the Spanish-language version of this Agreement governs, as described in the language notice appearing on that version and in Section 19.8 of the Terms.

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*This Agreement is part of the Brainrise legal pack.*