VAI AFFILIATE PROGRAM AGREEMENT

1. PARTIES AND PURPOSE

This Affiliate Program Agreement (the “Agreement”) is entered into between:

Next Level Athlete, LLC, a Delaware limited liability company, doing business as “VAI” (“VAI,” “Company,” “we,” “us,” or “our”)

and

You (“Affiliate,” “you,” or “your”).

This Agreement governs your application to, and participation in, the VAI Affiliate Program (the “Program”).

By applying to or participating in the Program, you agree to:

• This Agreement
• The VAI Terms of Service
• Any applicable Affiliate Policies or Program Rules

(collectively, the “Governing Documents”).

2. DEFINITIONS

“Affiliate Link” means the unique tracking URL assigned to you by VAI.

“Commission” means compensation payable for a Qualified Referral.

“Qualified Referral” means a new paying customer who:

1. Clicks your Affiliate Link;
2. Completes a paid subscription purchase;
3. Maintains an active, paid account in good standing for at least forty-five (45) consecutive days; and
4. Has not previously held an account under the same entity, billing profile, or substantially similar identity.

“Free Account” means a non-paying VAI account tier.

“Maintenance Fee” means the monthly fee applicable to Free accounts earning qualifying commissions, as described in Section 6.

3. ENROLLMENT AND ACCEPTANCE

VAI retains sole discretion to approve or reject any affiliate application.

Acceptance into the Program does not create:

• Employment
• Partnership
• Agency
• Joint venture
• Franchise

You are an independent contractor.

VAI may contact you regarding Program administration, onboarding, compliance matters, or updates, including through automated or AI-assisted systems where permitted by law.

4. AFFILIATE OBLIGATIONS

You represent and warrant that:

1. You have full legal authority to enter into this Agreement.
2. You will comply with all applicable laws, including:
   • FTC Endorsement Guides
   • Federal and state telemarketing laws
   • CAN-SPAM
   • TCPA
   • State consumer protection laws
3. You will make all required disclosures regarding affiliate relationships.
4. You will not make misleading, deceptive, or unsubstantiated income claims.
5. You will not engage in spam, cookie stuffing, brand bidding violations, or other deceptive practices.
6. You will comply with all privacy laws when collecting or transmitting Personal Data.

A breach of this section constitutes a material breach.

5. COMMISSIONS

5.1 Commission Eligibility

You may earn a Commission only for Qualified Referrals.

VAI determines, in its sole discretion, whether a referral qualifies.

Tracking failures caused by:

• Improper link formatting
• Cookie clearing
• Private browsing
• Technical interference

shall not create entitlement to commissions.

If a customer does not use your Affiliate Link, no commission shall be owed.

5.2 Payment Terms

Commissions are paid monthly in arrears.

To receive payment, you must:

• Maintain accurate contact information
• Maintain an active payment account
• Provide valid tax documentation

VAI may withhold payments until total earned Commissions exceed $50.00.

5.3 Commission Reversals

VAI may reverse or claw back Commissions in cases of:

• Refunds
• Chargebacks
• Fraud
• Duplicate accounts
• Self-referrals
• Violations of this Agreement

You authorize VAI to offset future payments for reversed amounts.

6. MAINTENANCE FEE – FREE ACCOUNTS

If you maintain a Free Account and earn more than $50 USD in referral commissions during any calendar month, you agree to a $14.95 monthly Maintenance Fee beginning in that month.

This Maintenance Fee:

• Applies only to Free-tier accounts
• Is automatically deducted from earned commissions
• Covers platform hosting, compliance, and administrative costs

The Maintenance Fee is waived if you maintain an active paid subscription to:

• VAI+
• VAI Mentor

VAI reserves the right to adjust this fee with notice.

7. INTELLECTUAL PROPERTY

VAI grants you a limited, revocable, non-exclusive license to use VAI’s trademarks and brand assets (“VAI Marks”) solely for participation in the Program.

You agree to:

• Use only approved materials
• Not modify VAI Marks
• Not imply employment or partnership

Improper use terminates your license automatically.

All goodwill arising from use of VAI Marks belongs exclusively to VAI.

7.1 Affiliate Content License to VAI

You grant VAI a worldwide, royalty-free, irrevocable license to use, reproduce, modify, display, distribute, and adapt content you create in connection with the Program (“Affiliate Content”) for:

• Marketing
• Education
• Product improvement
• AI model training and optimization

This license survives termination.

VAI will not sell your Affiliate Content as a standalone product.

8. CONFIDENTIALITY

“Confidential Information” includes non-public business, technical, financial, or customer data.

You may use Confidential Information solely to participate in the Program and must not disclose it to third parties.

This obligation survives termination.

9. TERM AND TERMINATION

This Agreement begins upon acceptance and continues until terminated.

9.1 Termination Without Cause

Either party may terminate upon thirty (30) days’ written notice.

9.2 Termination for Cause

VAI may terminate immediately for:

• Regulatory violations
• Fraud
• Misuse of VAI Marks
• Deceptive income claims
• Reputational harm

If terminated for cause, all unpaid Commissions are forfeited.

Upon termination, you must immediately cease using Affiliate Links and VAI Marks.

10. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless Next Level Athlete, LLC (d/b/a VAI), its officers, directors, employees, and affiliates from any claims arising out of:

• Your marketing activities
• Violations of FTC, TCPA, CAN-SPAM, or privacy laws
• Your collection or misuse of Personal Data
• Infringement claims arising from your content
• Your negligence, gross negligence, or willful misconduct

This obligation survives termination.

11. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

VAI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

VAI’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF:

(A) THREE (3) TIMES THE COMMISSIONS PAID TO YOU IN THE MONTH PRECEDING THE CLAIM; OR

(B) $1,500 USD.

12. GOVERNING LAW; ARBITRATION; CLASS ACTION WAIVER

This Agreement is governed by the laws of the State of Delaware.

Any dispute shall be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.

• Venue: Wilmington, Delaware
• Arbitration governed by the Federal Arbitration Act
• Each party may bring claims only in its individual capacity
• Class actions and jury trials are waived

YOU AND VAI EACH WAIVE THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

13. NON-SOLICITATION

During the term and for twelve (12) months thereafter, you shall not intentionally solicit VAI employees or contractors for employment.

14. FORCE MAJEURE

Neither party shall be liable for delay or failure caused by events beyond reasonable control.

15. GENERAL PROVISIONS

This Agreement, together with the Governing Documents, constitutes the entire agreement regarding the Program.

VAI may update this Agreement from time to time. Continued participation constitutes acceptance.

This Agreement is non-exclusive. VAI may engage other affiliates.

The English-language version governs.