Rise Referral & Affiliate Programs
Terms of Service

Rise Referral & Affiliate Program Terms of Service
(applicable as of October 18, 2023)

These AffiliateTerms of Service (“Affiliate ToS”), are made and entered into by andbetween your company (“Affiliate,” "You," or “Your”),and Rise Works, Inc., a Delaware corporation, and owner of riseworks.io (“Rise” or "Rise Works"). The Affiliate ToS govern Yourparticipation in the Rise Affiliate Program. We encourage You to read ourgeneral Terms and Conditions (available at https://www.riseworks.io/terms-of-service),and Privacy Policy (available at https://www.riseworks.io/privacy-policy),as all of the terms, provisions and agreements set forth therein (except to theextent expressly modified here) are incorporated into these Affiliate ToS byreference with the same force and effect as though fully set forth herein. Inthe event that the Privacy Policy or Terms of Service conflict with theAffiliate ToS, the Affiliate ToS will control.

If you are agreeing to the Affiliate ToS on behalf of a business or an individual other than yourself, you represent and warrant that you have authority to bind that business or other individual to the Affiliate ToS, and your agreement to theAffiliate ToS will be treated as the agreement of such business or individual.In that event, “You,” "Your," or “Affiliate”also refers to that business or individual.

1.Program Mechanics

The Rise Affiliates Program (the "Program") means the affiliate program operated by Rise in which You advertise and/or promote Rise’s Services on Your Site to earn Referral Fees.In order to facilitate Your advertisement and/or promotion of the Services, we may make Content available to You upon request to hello@riseworks.io. As an Affiliate, You use the Platform to embed Tracking Link(s) in the Content which ensures that You are compensated for all referred Clients. All Content is and will remain Rise's intellectual property.

2.General Terms and Definitions

As used in the Affiliate ToS, "Affiliate" means a company who has been notified of Acceptance (see Section 3. Enrollment Process, below)into the Program and whose Affiliate status has not been terminated.

"Content"means any and all banner advertisements, text, links, widgets, data, images, videos, PDFs, graphics and/or any other information, documentation, or materials provided by Rise to You to promote and/or Advertise Rise's Services in connection with the Program.

"Platform"means the platform, owned and operated by Rise, which will provide infrastructure to support Program operations including tracking and reporting, Content hosting, and will serve as a clearinghouse for the Referral Fees paid by Rise to Affiliates.

The Platform will provide the Affiliate with a "Tracking Link". It is theAffiliate's responsibility to embed the Tracking Link in the Content to ensure that the Affiliate's referral activity can be tracked and reported by thePlatform.

As used in theAffiliate ToS, "Site" means a website, application or, by extension, other digital, print or broadcast media that You publish, including, but not limited to websites, applications, social media posts, emails, radio, and television advertisements.

“Sign-up”means creating a user account on riseworks.io
“Activate” means remitting payment to Rise for the applicable subscription fees.

3.Enrollment Process

We reserve the right, in our sole and absolute discretion, to accept or reject Your Application for any, or no reason, whatsoever. A permanent or temporary rejection may be made for a number of reasons, including, but not limited to,"Unsuitable Sites", such as Sites that:

• promote sexually explicit materials;    
• promote violence;
• promote discrimination based on race, sex, religion, nationality;
• disability, sexual orientation, or age;
• promote illegal activities;
• violate intellectual property rights;
• promote or contain libelous or defamatory materials;
• violate privacy rights;
• promote the use of pyramid, "ponzi", or similar investment schemes;
• include "riseworks.io", or variations or misspellings thereof in their domain names;
• disparage Rise;    
• are under construction or not live at the time of Application;

do not clearly state an online privacy policy to their visitors; or

• provide a portion or all of their Referral Fees to Sites or organizations that violate any of the above criteria.

You will ensure that the information you provide, including Your contact information, is complete and accurate. Upon Enrollment to the Program, You will ensure that your email address and other contact and account information is kept up-to-date at all times in the Platform. You hereby give us permission to email or otherwise communicate with You regarding any matters relating to the Program and to the Affiliate ToS. You agree that we, or our representatives may store, use, and process Your contact data in connection with this Program, including, but not limited to, account administration, maintenance and support activities, and payment.

4.Compensation

As long as You remain an Affiliate, You may choose to receive Referral Fees from Rise for all referred clients that:

1. Sign-up with riseworks.io within 90 days from the date of first clicking     on Your Tracking Link and upon scheduling a live demo with a Rise representative;
2. Complete 3 or more payments to their contractors and/or employee users via the Rise platform (each for a minimum $100)
3. Activate a paid subscription plan within 90 days of the sign up date;
4. Are not already an existing customer of riseworks.io with a paid subscription plan that was active prior to your referral; and

4. Do not cancel their subscription plan within the first 30 days of Activation.

Any end user that meets all of the foregoing conditions shall be referred to herein as a “Client”.

Referral Fees will only be available for the first twelve (12) months from a Client's commencement of Rise’s paid services (the "Effective Date"), as denoted in the Client’s Master Services Agreement.

A.REFERRAL FEE

Should You choose the referral fee option, then, You shall be entitled to a percentage of the Rise Subscription Fees generated from Clients during the twelve (12) months following the Effective Date (the "Referral Fee") equal to the amounts set out below:

• You will earn $250 once three (3) or more contractors or employees are paid by the Client through the Rise platform, where each payment is for a minimum $100, and

• For the following twelve (12) months from the Effective Date, You will earn 10% of all Rise Subscription Fees for these months through a revenue share.

The "Rise Subscription Fee" represents the monthly fee (minus discounts, taxes, VAT) paid by Clients to Rise for each Payee or Payment based on their subscription model, also defined in the Client’s applicable Service Level Agreements. It does not include a Payee ’s payment or other applicable costs and expenses.

Your $250 referral reward will be paid out within 30 days of the Client's qualifying 3rd contractor/employee payment.
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Your 10% revenue share Referral Fees are locked on the 1st day of the month after the month in which any Clients pay the applicable Rise Subscription Fees; this date is the "Lock Date". Your monthly Referral Fees are paid on the Lock Date (the "Pay Date"). For example, if one or more referred Clients pay Rise in the month of March, Your Lock Date is May 1st, and Your Pay Date for the applicable percentage of Clients' Rise Subscription Fees is May 1st.

Payment for locked Referral Fees will be made via the Rise platform. Rise pays You in USD, but you can pick and choose to withdraw the payment in whatever fiat currency or cryptocurrency that is supported by Rise and its remittance partners. You can withdraw the funds at any time, provided that the total amount of Referral Fees in your account exceeds $25.00 for fiat currency transfers. If the amount accrued does not exceed $25.00 for fiat currency transfers, the funds will accrue and become available for withdrawal once the amount accrued has exceeded$25.00. There is no minimum required for crypto currency transfers.

For the purposes of the Affiliate ToS, a "Charge-back" of Referral Fees may occur in the following events:

1. a Client receives a refund for the Services;
2. Rise provided Referral Fees to which You were not entitled; or
3. Rise, in its sole discretion, determines that a Client was acquired by an Affiliate in breach of the Affiliate ToS.

We are under no obligation to provide a mechanism of appeal to an Affiliate for any Charge-backs.

Rise reserves the right to adjust the Referral Fees payable to You for any reason, including but not limited to the extent of any reporting errors, Charge-backs, Referral Fees linked to Clients acquired through fraudulent means, intentional manipulations of the Client acquisition process (as detailed in Sections 1-3), or as required for business reasons, all as determined in Rise's reasonable, good faith discretion.

Rise further reserves the right to change the conditions that must be met to qualify forReferral Fees, as well as the calculation of Referral Fees at any time by providing notice to You via email communication.

5.Program Rules

Unless otherwise noted, violation of any of the provisions detailed in the Affiliate ToS will constitute a breach of the Affiliate ToS. Upon Rise's request, You will provide us with written certification that You have complied with the Affiliate ToS.

You will ensure that Your Site is not and does not become an Unsuitable Site as outlined inSection 3.

You are solely responsible for the development, operation, and maintenance of Your Site, and for all materials that appear on Your Site. For example, You are solely responsible for: (i) the technical operation of Your Site and for all related equipment; (ii) creating and posting the descriptions of the Services on YourSite and linking those descriptions to the riseworks.io Site; (iii) the accuracy and appropriateness of materials posted on YourSite; (iv) ensuring that materials posted on Your Site do not violate or infringe upon any of our intellectual property rights or those of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (v) ensuring that materials posted on YourSite are not libelous or otherwise illegal; (vi) ensuring that You link to the riseworks.io Site in the format specified by us;(vii) clearly disclosing on Your Site how You collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties(including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors' browsers.

You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Content.

You will not attempt to intercept or redirect (including via software installed on users' computers) traffic from or on, or divert advertising fees from, any Site that participates in the Program.

You will not artificially generate clicks or impressions on Your Site whether by way of a robot or software program or otherwise.

You will not display or otherwise use any of our Client reviews or star ratings, in part or in whole, on Your Site unless You have obtained a Link directly from us.

You will not cloak,hide, spoof, or otherwise obscure the URL of Your Site containing Tracking Links (including by use of a redirecting page) such that we cannot reasonably determine the site from which a Client clicks through such Tracking Link to theriseworks.io Site.

No employee of riseworks.io or any member of the family of an employee of the riseworks.io may be anAffiliate or benefit, directly or indirectly, from any Referral Fees payablehereunder.

Rise reserves the right to modify any term or condition of the Affiliate ToS, at any time and in our sole discretion, by posting a change notice or a new agreement on the riseworks.io Site and/or to the Resources section of the Platform. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THE AFFILIATE TERMS OF SERVICE AND YOUR AFFILIATE STATUS. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW Affiliate ToS ON THE RISEWORKS.IO SITE OR SENDING YOU THE CHANGE NOTICE OR POSTING THE NOTICE TO THERE SOURCES SECTION OF THE PLATFORM WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

6.Termination

Either You or Rise may terminate the Affiliate ToS at any time for any reason or no reason by providing at least thirty (30) days' prior written notice to the other party.Termination of the Affiliate ToS between You and Rise constitutes termination of Your Affiliate status.

For the avoidance of doubt, except where the Affiliate ToS is terminated by Rise due to Your breach, the termination of the Affiliate ToS will not relieve Rise of its obligation to pay You any Referral Fee(s) accruing to You after the effective date of termination (“Termination Date”) with respect to Clients that signed service agreements prior to such Termination Date.

Upon any termination or expiration of the Affiliate ToS for any reason, all rights and licenses granted by Rise to You herein shall immediately terminate.

Any provision of the Affiliate ToS which, either by its terms or to give effect to its meaning,must survive, including Sections 4 through 15, shall survive the cancellation,expiration or termination of the Affiliate ToS.

7.Relationship

It is understood and agreed that You shall have no authority to enter into any agreements or commitments on Rise’s behalf, or to negotiate the terms of Rise’s agreements.These Affiliate ToS do not constitute a contract of employment. The parties intend and agree that each shall serve as an independent contractor of the other. Nothing contained in these Affiliate ToS shall be construed to place the parties in a relationship of partners, joint ventures, principal and agent, or employer and employee. You will not take any action that could reasonably cause any Client confusion as to our relationship with you.

8.Confidentiality

Each party (the “Receiving Party”) shall keep the Affiliate ToS, including the terms hereof, and allconfidential information regarding the business or plans of the other party (“Disclosing Party”) that the Receiving Party should reasonably know to be confidential or proprietary (collectively, “Confidential Information”) strictly confidential and maintain and protect all such

information in the same manner that it maintains and protects its own confidential information;provided, however, that such Confidential Information may be disclosed by the Receiving Party: (a) to its business and legal representatives, provided that such disclosure is made only on a “need-to-know” basis and subject to obligations of confidentiality no less restrictive than the obligations set forth in this Section, and (b) if such disclosure is required by law or requested by a governmental authority provided that the Disclosing Party is given reasonable advance written notice of such disclosure to enable the Disclosing Party to seek a protective order.

“Confidential Information” shall not include information which (1) becomes generally available to the public other than as a result of a disclosure by the Receiving Party, (2) was available to the Receiving Party on a non-confidential basis prior to its disclosure in connection with the Affiliate ToS or (3) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives. For the avoidance of doubt, Rise’s Confidential Information includes any and all non-public information relating to its Clients and their personnel.

9.Email Communications

With respect to “ElectronicCommunications” (e.g., email messages and text messages), You may not (i)generate or use Electronic Communication using or containing riseworks.io intellectual property, or any variation or misspelling thereof, or other Content provided to You as part of the Program; (ii) send any other Electronic Communication that in any way suggests,implies, misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that the riseworks.io orany related entity was the sender or sponsor of such Electronic Communication or procured or induced You to send such Electronic Communication; (iii)forward, redistribute, or otherwise repurpose any Electronic Communication that we send to our Partners, Affiliates or Clients; and (iv) generate or send any unsolicited Electronic Communication (spam) under these Affiliate ToS. You will act in compliance with all applicable laws and regulations, including without limitation, the CAN-SPAM Act of 2003 ("CAN-SPAM"), and You agree to protect, defend, indemnify and hold harmless us and our related entities fromand against any claims, actions, liabilities, losses, damages, costs or expenses,including without limitation, attorneys' fees and costs of litigation, incurredby us or our related entities arising out of or in connection with Yourviolation of any of the terms or prohibitions contained in the Affiliate ToS orany law, rule or regulation.

With respect to Electronic Communications, You represent and warrant that (a) all recipients will be permission-based subscribers; (b) You will not involve riseworks.io in deceptive or misleading advertising or trade practices, or violations of privacy laws, (c) all Electronic Communications will accurately identify You as the initiator of the communication in the 'from' line, and (d) Your mailing domain is publicly registered. You are not allowed to Sign-up for the Services on behalf of any third party. You are only permitted to link third parties to the riseworks.io Site, and any and all information pertaining to such third parties shall be the sole and exclusive property of riseworks.io.

10.Content and Marketing

Except for the referral activities contemplated herein, and/or any disclosure required by legal, accounting or regulatory requirements, all public uses of the trade names, trademarks, or symbols of Rise are prohibited without the prior written consent of Rise. You are permitted to advertise and/or promote Rise, riseworks.io, and the Services only through approved Content and Tracking Links directly to the riseworks.io Site. All promotional activities undertaken by You to promote Rise's Services will be made in accordance with all applicable laws and regulations

You will not usethe trademarks or logos of any party other than Rise in any advertising by You in connection with this Program. Subject to the terms of the Affiliate ToS and solely for the limited purposes of advertising Rise's Services on, and directing end users to, the riseworks.io Site in connection with the Program, Rise hereby grants You a limited, revocable, nontransferable, non-sublicensable, non-exclusive, royalty-free license to copy and display Content solely on Your Site and in accordance with any relevant usage or trademark rules that are provided by Rise at any time. The foregoing license will immediately and automatically terminate upon termination of the Affiliate ToS, or earlier, if You are in breach of any provision herein. Upon termination or revocation of Your license, You will promptly remove from Your Site and delete or otherwise destroy all of the Content and other Rise intellectual property. You will (a) only use the Content to send end users to the riseworks.io Site in order to receiveReferral Fees for referred Clients, and will not link any Content to, or directtraffic to, any page of a Site other than the riseworks.ioSite; and (b) link each use of the Content solely to the riseworks.io Site.

You will not engage in any offline promotional, marketing, or other advertising activities without the prior written approval of riseworks.io.

You will not add to, delete from, modify, make derivative works of, or otherwise alter any Content in any way, including by adding additional information, except that You may resize Content consisting of a graphic image in a manner that maintains the original proportions of the image.

You will not sell,resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, You will not use, or enable or facilitate the use of, Content on or within any application,platform, Site, or service (including social networking sites) that  to sub license or otherwise give any rights in or to any Content to any other person or entity, nor will you display such links on a Site that is not your Site.

You will promptly remove from Your Site and delete or otherwise destroy any Content that is no longer displayed on the riseworks.io Site or that we notify You is no longer available for Your use.

You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Content).

You will not bid on or purchase, either directly or indirectly, keywords, search terms, or other identifiers or otherwise participate in keyword auctions on any web search engine, with respect to any of our trademarks, logos, or otherwise, without the express written permission of riseworks.io.

Your Site will not in any way copy or resemble the look and feel of the riseworks.io Site, nor shall You create the impression that Your Site is the riseworks.io Site or a part of the riseworks.io Site. You shall not use the riseworks.io name or any variation or misspellings thereof in Your URL. You shall not frame or permit the framing of any page of the riseworks.io Site.

You will not frame the riseworks.io Site, or any part of it,within Your Site. However, displaying Content on your Site in accordance with the Agreement will not be considered framing the riseworks.io Site.

You will not post or serve any Tracking Links or Content promoting the riseworks.io Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any Site that is not Your Site.

Where Affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement, Affiliates must comply with the applicable disclosure laws and regulations which may require a clear disclosure statement (regarding Your monetary relationship with Rise) with in any and all pages, blog/posts, or social media posts. These include, but are not limited to, the disclosure laws and guidelines provided by the Federal Trade Commission (“FTC”). The FTC's Dot Com Disclosures Guidelines are available at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf.The FTC's Endorsement Guidelines are available at https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.

You hereby agree to receive email communications from Rise, including but not limited to product updates, Rise promotions and any other communications sent to the Affiliate community. You may opt out of promotional communications if You so choose via the opt-out mechanism included in the emails themselves.

11.Taxes

You are solely liable for any applicable federal, state or local income, sales, use, or other taxes arising out of the payments made to You hereunder. We encourage You to consult your tax advisor concerning any tax consequences that may arise fromYour participation in the Rise Affiliates Program. You agree to provide Rise with all necessary tax documentation required in order for Rise to make any payments required to be made to You hereunder.

12.Representations and Warranties; Indemnification

You represent,warrant and covenant that (a) You have full corporate right, power and authority to enter into the Affiliate ToS, (b) the execution and delivery of the Affiliate ToS and the performance of Your obligations do not conflict with,or constitute a default under any covenant, agreement, judgment, law, order or contract to which You are subject, (c) any advertising or promotion of Rise’s products or services by You will be solely in connection with Your participation in the Rise Affiliate Program and will comply with all instructions provided by Rise, and (d) You will not use any Rise intellectual property (including any trademarks or copyrighted material) except as approved in writing by Rise in each instance.

You agree to defend, indemnify and hold harmless Rise, its affiliates and each of their officers, directors, stockholders, employees, representatives and agents from and against any claims, demands, actions, suits, investigations, liabilities,losses, damages, costs and expenses, including attorneys’ fees and costs,arising out of, relating to, or incurred in connection with (a) Your actual or alleged breach of the Affiliate ToS, including any of Your representations,warranties or covenants set forth herein, and/or (b) Your gross negligence or willful misconduct.

13.Governing Law

The Affiliate ToS and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Ohio, without giving effect to principles of conflicts of law. Each of the parties to these Affiliate ToS consents to the exclusive jurisdiction and venue of the courts of the state and federal courts of Cleveland, Ohio.

14.Limitation on Liability

DISCLAIMER. THE RISE AFFILIATES PROGRAM AND ALL OTHER PRODUCTS, SERVICES AND RIGHTS PROVIDED OR OTHERWISE MADE AVAILABLE BY OR ON BEHALF OF RISE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE”BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING AS TO THE IMPLIED WARRANTIES OF TITLE,NON-INFRINGEMENT, MERCHANT ABILITY, FITNESS FOR A PARTICULAR

PURPOSE, ACCURACY,SATISFACTORY QUALITY, QUIET ENJOYMENT, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, AND RISE HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, OR ORAL OR WRITTEN.

WAIVER. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, RISE, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS,EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATORS, SERVICE PROVIDERS,ADVERTISERS AND SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF THESE AFFILIATETERMS OF SERVICE AND/OR FROM PARTICIPATION IN THE RISE AFFILIATES PROGRAM,REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT RISEHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING COMPENSATORY,CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

15.Miscellaneous

These Affiliate ToS constitute the entire understanding of the parties hereto and replaces any and all former agreements, understandings and representations (whether oral or written) relating in any way to the subject matter hereof. If any term of the Affiliate ToS is held by a governing authority to be invalid, void or unenforceable, then such term, shall be modified to the least extent necessary to render such term valid and enforceable, and the modified term together with the remainder of the Affiliate ToS, shall remain valid, binding and in full force and effect. Rise shall have the right to assign or license the Affiliate ToS and/or any of its rights hereunder, in whole or in part, to any person or entity. You shall not have the right to assign the Affiliate ToS or any of Your rights or obligations hereunder without Rise’s prior written approval. The Affiliate ToS may only be amended by Rise as provided above. The term “include”is to be construed as inclusive, not exclusive. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law.

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