CaptureGem Affiliate Program Terms & Conditions

Last Updated: April 13, 2025

This Affiliate Program Agreement (the "Agreement") is made by and between CaptureGem ("Company", "we", "us"), operator of CaptureGem (the "Service"), and you, the participant in the CaptureGem Affiliate Program ("Affiliate", "you").

By participating in the CaptureGem Affiliate Program (the "Program"), you agree to be bound by these Terms & Conditions. Please read this Agreement carefully. If you do not agree to these terms, do not participate in the Program.

1. Definitions

• Affiliate: An individual or entity participating in the Program.
• Company: CaptureGem, the owner and operator of CaptureGem.
• Service/Product: The CaptureGem software and associated services available at capturegem.com.
• Affiliate Link: A unique tracking URL provided by the Company to the Affiliate used to identify Referred Customers.
• Referred Customer: A new customer who signs up for a paid subscription to CaptureGem directly through an Affiliate Link, is tracked by our system, and remains a paying customer in good standing.
• Commission: 30% of the Net Revenue collected from a Referred Customer's valid subscription payments made exclusively through capturegem.com or valhallasupport.com payment systems. Payments made through other sites (such as camtrove.com), manual payments, or third-party payment methods do not qualify for Commission.
• Net Revenue: The actual amount received by the Company from a Referred Customer's subscription payments, less any refunds, chargebacks, transaction processing fees, taxes, and discounts.
• Payout: The process of sending earned Commissions to the Affiliate.
• USDC: USD Coin, a stablecoin cryptocurrency.
• Solana: The blockchain network used for Payouts.

2. Enrollment in the Program

• To enroll, you must have an active CaptureGem account and agree to these terms.
• You must be at least 18 years of age or the legal age of majority in your jurisdiction, whichever is greater.
• We reserve the right to approve or reject any Affiliate application in our sole discretion.
• You must provide accurate and complete information during the registration process and keep your account information updated, including a valid Solana wallet address for receiving USDC Payouts.

3. Affiliate Responsibilities & Conduct

3.1 Promotion: You agree to promote CaptureGem in a lawful, ethical, and responsible manner. You are solely responsible for the content and methods of your promotions.

3.2 Affiliate Link Usage: You must use the unique Affiliate Link provided to you in your CaptureGem account settings for all promotions.

3.3 Disclosure: You must clearly and conspicuously disclose your affiliate relationship with CaptureGem in accordance with applicable laws and regulations (e.g., FTC guidelines in the USA). This includes statements like "Affiliate Link," "Sponsored," "Ad," or similar disclosures near your Affiliate Links.

3.4 Adult Content Nature: You acknowledge that CaptureGem is intended for adult audiences. Your promotional activities must reflect this:

• DO NOT promote CaptureGem to minors or on platforms primarily used by minors.
• DO NOT use misleading, deceptive, or explicit content that violates platform terms of service or laws.
• DO NOT associate CaptureGem with illegal, harmful, hateful, or non-consensual content.
• Your promotional content must comply with all applicable laws regarding the marketing of adult products or services.

3.5 Prohibited Activities: You shall not:

• Engage in spamming (unsolicited emails, messages, or posts).
• Use misleading claims, false advertising, or misrepresent CaptureGem's features or capabilities.
• Bid on keywords containing "CaptureGem," "CamTrove," or variations/misspellings thereof in paid search campaigns (e.g., Google Ads).
• Use your own Affiliate Link to purchase subscriptions for yourself (self-referrals).
• Use spyware, malware, adware, cookie stuffing, or other deceptive tracking methods.
• Place Affiliate Links on websites engaging in or promoting illegal activities, hate speech, discrimination, or violence.
• Infringe on the intellectual property rights of the Company or any third party.
• Offer unofficial discounts, coupons, or rebates without prior written permission.

3.6 Compliance: You are responsible for complying with all applicable laws, regulations, and platform terms of service related to your promotional activities.

3.7 Wallet Security: You are solely responsible for maintaining the security of your Solana wallet and ensuring the provided address is correct. We are not responsible for lost or stolen funds due to compromised wallets or incorrect address information.

4. Company Responsibilities

• Provide you with your unique Affiliate Link.
• Track Referred Customers and calculate Commissions based on our tracking system.
• Make commission reports available through your account interface (details subject to implementation).
• Process Payouts for earned Commissions according to the schedule and terms outlined herein.
• Provide reasonable support regarding the Affiliate Program.

5. Commissions and Payouts

5.1 Rate: You will earn a 30% recurring Commission on the Net Revenue generated from subscriptions purchased by Referred Customers attributed to your Affiliate Link. Commissions are earned only on valid, paid subscriptions for as long as the Referred Customer remains an active, paying subscriber in good standing.

5.2 Calculation: Commissions are calculated based on the Net Revenue actually received by the Company from the Referred Customer.

5.3 Payment Currency & Method: Commissions are paid in USDC on the Solana blockchain to the wallet address provided in your account settings. You are responsible for any transaction fees associated with the Solana network or managing your cryptocurrency assets.

5.4 Payout Schedule: Commissions are calculated monthly. Payouts are processed approximately two (2) months after the end of the month in which the qualifying Net Revenue was collected by the Company (e.g., Net Revenue collected in January will be eligible for Payout processing in March).

5.5 Minimum Payout Threshold: A minimum balance of $100 USD equivalent in earned Commissions is required before a Payout is processed. Balances below this threshold will roll over to the next Payout period until the minimum is met.

5.6 Payment Responsibility: You are solely responsible for any taxes associated with the Commissions you receive. You are responsible for providing and maintaining an accurate Solana wallet address capable of receiving USDC (SPL token). We are not liable for Payouts sent to an incorrect or inaccessible wallet address provided by you.

5.7 Withholding/Forfeiture: We reserve the right to withhold, delay, or forfeit Commissions if:

• We suspect fraud, violation of these terms, or illegal activity.
• The Referred Customer's payment is refunded, charged back, or deemed fraudulent.
• You fail to meet the minimum payout threshold upon termination.
• You fail to provide a valid Solana wallet address.

6. Tracking

• Referrals are tracked using your unique Affiliate Link and browser cookies (or similar tracking technology).
• Our system determines attribution. Generally, the last Affiliate Link clicked by the customer before signing up for a paid subscription will receive credit, subject to our tracking system's logic and potential cookie expiration .
• We are not responsible for tracking failures due to user actions (e.g., clearing cookies, using incognito mode) or technical issues outside our reasonable control.

7. Term and Termination

7.1 Term: This Agreement begins upon your acceptance into the Program and continues until terminated by either party.

7.2 Termination by You: You may terminate this Agreement at any time by providing written notice to us (e.g., via the contact form or designated affiliate support channel).

7.3 Termination by Company: We may terminate this Agreement at any time, with or without cause, by providing you with notice (e.g., via email). We may terminate immediately if you breach any term of this Agreement or engage in prohibited activities.

7.4 Effect of Termination: Upon termination:

• You must immediately cease all promotion of CaptureGem and remove all Affiliate Links and promotional materials.
• Your access to the Affiliate Program section of your account may be disabled.
• You will be eligible for a final Payout of accrued, unpaid Commissions above the Minimum Payout Threshold, provided the Commissions were earned legitimately and in compliance with these terms. Commissions below the threshold at the time of termination may be forfeited.
• Sections concerning confidentiality, liability, indemnification, governing law, and payment obligations accrued prior to termination shall survive termination.

8. Modification

• We reserve the right to modify any terms and conditions within this Agreement at any time in our sole discretion.
• We will notify you of significant changes via email or by posting a notice on the CaptureGem website or within your account interface.
• Modifications will become effective upon posting. Your continued participation in the Program following the posting of modifications constitutes your binding acceptance of the changes. If any modification is unacceptable to you, your only recourse is to terminate this Agreement.

9. Relationship of Parties

You and the Company are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You have no authority to make or accept any offers or representations on our behalf.

10. Confidentiality

You agree not to disclose any confidential information obtained from us in connection with the Program (including commission rates, specific program metrics, etc.) without our prior written consent.

11. Intellectual Property

• We grant you a non-exclusive, non-transferable, revocable right to use the CaptureGem name, logos, and other provided promotional materials (collectively, "Marks") solely for the purpose of promoting the Service in accordance with this Agreement.
• You may not alter, modify, or obscure the Marks in any way.
• You acknowledge that the Company owns all rights, title, and interest in and to the Service, the Marks, and all associated intellectual property.

12. Disclaimers

WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE).

WE DO NOT GUARANTEE THAT THE OPERATION OF OUR SITE OR THE AFFILIATE LINKS WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

WE MAKE NO GUARANTEE OF ANY SPECIFIC LEVEL OF INCOME OR SUCCESS FROM PARTICIPATION IN THE PROGRAM.

13. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, 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 WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with (a) your participation in the Program, (b) your breach of any term of this Agreement, (c) your promotional activities, including any content or materials used, or (d) your violation of any law or the rights of any third party, especially concerning the promotion of adult content or services.

15. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, United States of America, without regard to its conflict of law principles.
• Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in Boston, Massachusetts, United States of America in accordance with the rules of a recognized arbitration association chosen by the Company. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

16. Miscellaneous

16.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings.

16.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

16.3 Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or the right to enforce it later.

16.4 Notices: Notices to you may be sent via email to the address in your account. Notices to the Company should be sent via the contact methods specified on the CaptureGem website or to the company address listed above.

17. Contact Information

If you have any questions about the Affiliate Program or this Agreement, please contact us through the support channels provided on the CaptureGem website (https://www.capturegem.com/contact).

By joining the CaptureGem Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.