This Affiliate Program Agreement (the “Agreement”) governs participation in the GroupApp Affiliate Program (the “Program”) operated by GroupApp Inc., a Delaware corporation (“GroupApp,” “we,” “us,” or “our”). The Program allows individuals and entities (“Affiliate,” “you,” or “your”) to refer customers to GroupApp’s products in exchange for commissions on qualifying referrals.

BY ENROLLING IN THE PROGRAM THROUGH GROUPAPP’S AFFILIATE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. If you do not agree to these terms, do not enroll in or use the Program. Your enrollment, use of an Affiliate Link, or acceptance of any Commission constitutes acceptance of this Agreement and any updates published from time to time.

1. Definitions

“Affiliate Link” means the unique tracking link or referral identifier provided to you through GroupApp’s affiliate platform for tracking Qualified Referrals.

“Affiliate Platform” means the third-party affiliate management software designated by GroupApp (currently Tolt or any successor platform) used to track referrals, calculate commissions, and manage payouts.

“Commission” means the compensation paid to you for Qualified Referrals, calculated according to the commission rate, duration, and payment terms communicated to you through the Affiliate Platform at the time of enrollment.

“Eligible Products” means GroupApp’s standard subscription plans available at group.app/pricing, as updated by GroupApp from time to time. Eligible Products expressly exclude: (a) GroupApp’s branded mobile app product and any white-label mobile application offerings; (b) enterprise, custom, or negotiated agreements that fall outside standard subscription pricing; (c) add-on subscriptions, including but not limited to additional storage, premium support packages, or feature add-ons; and (d) any other products GroupApp designates as ineligible from time to time.

“Qualified Referral” means a new paying customer of GroupApp who: (a) clicks your Affiliate Link; (b) completes account creation and pays for an Eligible Product within sixty (60) days of clicking the Affiliate Link; (c) remains a paying customer for at least sixty (60) days following the initial payment date; and (d) is not otherwise excluded under Section 5 (Exclusions and Disqualification).

“Referred Customer” means a customer who became a Qualified Referral of yours.

2. Enrollment and Acceptance

2.1 Application

To participate in the Program, you must enroll through GroupApp’s Affiliate Platform and complete any required application process, which may include providing identifying information, tax documentation, payment details, and acceptance of this Agreement. GroupApp reserves the right to accept or reject any application at its sole discretion.

2.2 Acceptance of Agreement

Your participation in the Program begins upon GroupApp’s acceptance of your enrollment. By enrolling and accepting these terms through the Affiliate Platform, you agree to be bound by this Agreement. No physical or electronic signature is required separately from the enrollment process.

2.3 Commission Terms Determined at Enrollment

The specific commission rate, commission duration, and payment frequency applicable to your participation in the Program will be determined by GroupApp at the time of your enrollment and communicated to you through the Affiliate Platform. GroupApp negotiates commission terms on a case-by-case basis at its sole discretion. Different affiliates may receive different commission terms based on factors GroupApp deems relevant, including but not limited to the nature of the affiliate’s audience, distribution capabilities, and strategic relationship with GroupApp.

2.4 No Exclusivity

Nothing in this Agreement grants you any exclusive rights of any kind. GroupApp may enter into similar or different agreements with other affiliates, partners, or referral sources at any time and on any terms.

3. Commission Structure

3.1 Commission Calculation

Commissions are calculated as a percentage of the net subscription revenue actually received by GroupApp from each Referred Customer for an Eligible Product, after deducting any applicable refunds, chargebacks, taxes, payment processing fees, and discounts. The specific commission rate applicable to you is communicated through the Affiliate Platform at the time of your enrollment.

3.2 Commission Type

Commissions are recurring on each subscription renewal of a Referred Customer for the duration specified at the time of enrollment, subject to the modification and termination provisions of this Agreement.

3.3 Cookie Window

A click on your Affiliate Link must result in a paid subscription within sixty (60) days for the customer to be attributed to you. If a customer signs up after the cookie window expires, no Commission is owed, even if you originally referred the customer.

3.4 Clawback for Refunds and Cancellations

If a Referred Customer cancels, refunds, or charges back any payment within sixty (60) days of payment, the corresponding Commission shall be reversed. If the Commission has already been paid to you, GroupApp may deduct the reversed amount from future Commission payments or invoice you for repayment.

3.5 No Commission on Excluded Products

No Commission is earned on revenue from GroupApp’s branded mobile app product, enterprise or custom agreements, add-on subscriptions, or any other products GroupApp designates as excluded. If a Referred Customer purchases a combination of Eligible Products and excluded products, Commission is calculated only on the Eligible Product portion of revenue.

4. Payment Terms

4.1 Payment Frequency

Commission payments are issued according to the schedule communicated to you through the Affiliate Platform at the time of enrollment.

4.2 Minimum Payout Threshold

No Commission payment will be issued unless your accrued Commission balance exceeds one hundred U.S. dollars ($100.00). Commissions below this threshold will accrue and be paid when the threshold is met.

4.3 Payment Method

Commissions are paid in U.S. dollars via the payment method designated in your Affiliate Platform account. You are responsible for providing accurate payment information. GroupApp is not responsible for failed payments due to incorrect or outdated payment details.

4.4 Tax Documentation

You are responsible for providing all required tax documentation, including IRS Form W-9 (for U.S. persons) or Form W-8BEN (for non-U.S. persons), prior to receiving any Commission payment. GroupApp will issue tax forms (e.g., Form 1099) as required by applicable law. You are solely responsible for all taxes on Commissions received.

4.5 No Other Compensation

Commissions are the sole and exclusive compensation owed to you under the Program. You are not entitled to expense reimbursement, bonuses, equity, or any other form of compensation unless expressly agreed in writing.

5. Exclusions and Disqualification

5.1 Excluded Customers

No Commission is owed for the following customers, even if they otherwise meet the definition of Qualified Referral:

Customers who were already in GroupApp’s sales pipeline, in active conversation with GroupApp, or in a free trial of GroupApp at the time of click;
Customers referred by another affiliate or partner with a more recent valid attribution;
Customers who used a coupon code, discount, or promotional offer not authorized by GroupApp for affiliate referrals;
Your own self-referrals, family members, or commonly controlled entities;
Customers who signed up via fraudulent means, including but not limited to fake accounts, automated traffic, or misrepresented information.

5.2 GroupApp’s Determination

GroupApp reserves the right to determine, in its sole and reasonable discretion, whether any referral qualifies as a Qualified Referral. GroupApp will provide reasonable explanation upon request, but you acknowledge that GroupApp’s determination is final.

6. Affiliate Obligations and Conduct

6.1 Permitted Promotional Methods

You may promote GroupApp through your website, email communications to your own opt-in list, social media, content marketing, and other lawful and ethical methods. You represent that all promotional activity will comply with applicable laws, including the CAN-SPAM Act, GDPR, and other applicable privacy and marketing regulations.

6.2 Restricted Promotional Methods

You may not engage in any of the following:

Bidding on GroupApp branded keywords (including “GroupApp,” “Group App,” “group.app,” and any variations or misspellings) in paid search advertising, including Google Ads, Bing Ads, or any other paid search platform;
Sending unsolicited bulk email (spam) promoting GroupApp;
Misrepresenting GroupApp’s products, pricing, terms, or features;
Offering discounts, coupons, rebates, or other inducements not expressly authorized by GroupApp;
Using GroupApp’s name, logos, or trademarks in domain names, social media handles, or any URL;
Using GroupApp’s trademarks in a manner that could be construed as the official GroupApp brand or that may cause customer confusion;
Posting fake reviews, testimonials, or impersonating GroupApp employees or representatives;
Promoting GroupApp on websites or platforms that contain illegal, defamatory, obscene, or otherwise objectionable content;
Using cookie stuffing, click fraud, automated bots, or any other deceptive tracking practices;
Iframing GroupApp pages or otherwise displaying GroupApp content within your site without permission.

6.3 Compliance with Law

You represent and warrant that you will comply with all applicable laws, regulations, and industry standards in connection with your participation in the Program, including but not limited to laws relating to advertising, marketing, data protection, consumer protection, anti-spam, and disclosure requirements (such as the FTC’s Endorsement Guides).

6.4 Disclosure

Where required by law, including but not limited to the U.S. Federal Trade Commission’s Endorsement Guides, you must clearly and conspicuously disclose your relationship with GroupApp in any promotional content, including statements indicating that you may receive a Commission for referrals.

6.5 Cooperation

You agree to cooperate with GroupApp’s reasonable requests for information, modification of promotional materials, or cessation of promotional activities that GroupApp determines in good faith are inconsistent with this Agreement or harmful to GroupApp’s brand or business.

7. Intellectual Property and Brand Usage

7.1 Limited License

Subject to the terms of this Agreement, GroupApp grants you a limited, non-exclusive, non-transferable, revocable license to use GroupApp’s name, logos, trademarks, and approved promotional materials (collectively, the “GroupApp Marks”) solely for the purpose of promoting GroupApp under this Agreement. You may use the GroupApp Marks only in accordance with GroupApp’s brand guidelines, which GroupApp may update from time to time.

7.2 No Other Rights

No other license, right, or interest in GroupApp’s intellectual property is granted by this Agreement. All goodwill arising from your use of the GroupApp Marks inures solely to the benefit of GroupApp.

7.3 Affiliate Content

You retain ownership of any original content you create to promote GroupApp. By creating such content, you grant GroupApp a non-exclusive, royalty-free, worldwide license to use, reproduce, and display such content in connection with marketing the Program and GroupApp’s products.

8. Confidentiality

8.1 Confidential Information

“Confidential Information” means any non-public information disclosed in connection with the Program, including but not limited to commission rates, customer data, product roadmaps, business strategies, financial information, and Program performance metrics.

8.2 Obligations

You agree to: (a) hold GroupApp’s Confidential Information in strict confidence; (b) use Confidential Information only for purposes of participating in the Program; and (c) not disclose Confidential Information to any third party except to employees, agents, or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

8.3 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; (c) is independently developed without use of GroupApp’s Confidential Information; or (d) is required to be disclosed by law, provided you give reasonable notice to GroupApp.

8.4 Survival

The confidentiality obligations of this Section 8 shall survive termination of this Agreement for a period of three (3) years.

9. Representations, Warranties, and Disclaimers

9.1 Affiliate Representations

You represent and warrant that: (a) you have the full right, power, and authority to enter into this Agreement; (b) your participation in the Program will not violate any other agreement, obligation, or applicable law; (c) all information you provide to GroupApp is accurate, current, and complete; (d) you will not engage in any practice that could damage GroupApp’s reputation or business; and (e) you are at least 18 years of age or, if you are an entity, you are duly organized and validly existing.

9.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GROUPAPP MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. GROUPAPP DOES NOT GUARANTEE ANY MINIMUM LEVEL OF EARNINGS, REFERRALS, OR PROGRAM SUCCESS.

10. Indemnification

You agree to indemnify, defend, and hold harmless GroupApp, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any law, regulation, or third-party right; (c) your promotional activities, including any claims that your content is false, misleading, defamatory, or infringing; or (d) any unauthorized use of GroupApp’s intellectual property by you. GroupApp shall: (i) promptly notify you of any claim; (ii) give you sole control of the defense and settlement of the claim; and (iii) provide reasonable cooperation at your expense.

11. Limitation of Liability

11.1 Cap on Damages

EXCEPT FOR LIABILITY ARISING FROM SECTION 10 (INDEMNIFICATION), YOUR BREACH OF SECTION 6 (AFFILIATE OBLIGATIONS), OR YOUR BREACH OF SECTION 8 (CONFIDENTIALITY), GROUPAPP’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.2 Exclusion of Damages

IN NO EVENT SHALL GROUPAPP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Term and Termination

12.1 Term

This Agreement begins upon your acceptance through enrollment in the Program and continues until terminated in accordance with this Section 12.

12.2 Termination Without Cause

Either you or GroupApp may terminate this Agreement, with or without cause, upon thirty (30) days prior written notice to the other Party. Commissions on Qualified Referrals shall continue to accrue and be paid in the ordinary course during the thirty (30) day notice period. Following the effective date of termination, no further Commissions shall accrue or be paid, including on Referred Customers who remain active GroupApp customers after the termination date.

12.3 Termination for Cause

GroupApp may terminate this Agreement immediately, without notice and without liability, upon any of the following:

Your material breach of this Agreement, including breach of Section 6 (Affiliate Obligations) or Section 7 (Intellectual Property);
Your engagement in fraudulent, deceptive, or unethical conduct;
Your misrepresentation of GroupApp or its products;
Your insolvency, bankruptcy, or assignment for the benefit of creditors;
Your violation of applicable law in connection with the Program.

12.4 Effect of Termination for Cause

Upon termination for cause, all unpaid Commissions, accrued or pending, are immediately forfeited. GroupApp may also recover any Commissions previously paid in connection with fraudulent or improper referrals.

12.5 Effect of Any Termination

Upon termination for any reason: (a) you must immediately cease all use of GroupApp Marks and promotional materials; (b) you must remove all Affiliate Links and references to GroupApp from your websites and communications; (c) all licenses granted under this Agreement terminate; and (d) Sections 7.2, 8, 9, 10, 11, 12.4, 12.5, and 13 shall survive.

13. General Provisions

13.1 Modification of Program Terms

GroupApp reserves the right, in its sole discretion, to modify this Agreement, commission rates, eligible products, payment terms, and any other Program terms at any time upon thirty (30) days prior written notice (which may be provided through the Affiliate Platform, by email, or by posting an updated version of this Agreement). Such modifications will apply to all Commissions earned after the effective date of the modification, including Commissions on previously Referred Customers. Your continued participation in the Program after the effective date of any modification constitutes acceptance of the modified terms. If you do not accept the modified terms, your sole remedy is to terminate this Agreement under Section 12.2.

13.2 Independent Contractor Relationship

The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, employment, or franchise relationship. Neither Party has the authority to bind the other or incur obligations on the other’s behalf.

13.3 Assignment

You may not assign or transfer this Agreement, in whole or in part, without GroupApp’s prior written consent. GroupApp may assign this Agreement at any time, including in connection with a merger, acquisition, sale of assets, or corporate reorganization.

13.4 Notices

Notices to you may be delivered through the Affiliate Platform, by email to the address on file with the Program, or by mail to your registered address. Notices to GroupApp must be sent to the contact address designated by GroupApp on its website or in the Affiliate Platform. Notices are deemed delivered upon confirmation of receipt, or three (3) business days after mailing.

13.5 Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located in Delaware, and the Parties consent to the jurisdiction of such courts.

13.6 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving Party.

13.7 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to be enforceable while preserving the original intent.

13.8 Entire Agreement

This Agreement, together with the commission terms communicated through the Affiliate Platform at the time of your enrollment, constitutes the entire agreement between you and GroupApp regarding the Program and supersedes all prior agreements, understandings, or representations on the subject matter.

13.9 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, internet outages, or other force majeure events.

13.10 Electronic Acceptance

You acknowledge that your enrollment in the Program through the Affiliate Platform constitutes your electronic acceptance of this Agreement and that such acceptance has the same legal effect as a handwritten signature. No physical or separately executed signature is required.

By enrolling in the GroupApp Affiliate Program through the Affiliate Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement.