Affiliate / Creator Partner Agreement

1. Introduction

This Affiliate / Creator Partner Agreement ("Agreement") is a legal contract between you ("Affiliate," "Creator," "you," or "your") and Easy Controls LLC, a Florida limited liability company ("Zenfinity," "Company," "we," "us," or "our"), managed by Joe Lisi, Managing Member. By enrolling in the Zenfinity Affiliate Program ("Program"), you agree to be bound by the terms and conditions set forth in this Agreement.

2. Definitions

1. "Affiliate" or "Creator Partner" - An individual or entity accepted into the Program who promotes Zenfinity products in exchange for commissions.
2. "Program" - The Zenfinity Affiliate / Creator Partner Program as described in this Agreement.
3. "Commission" - The monetary compensation earned by the Affiliate for qualifying sales generated through their unique referral link or code.
4. "Customer" - Any individual who purchases a Zenfinity product or service through an Affiliate's referral link or code.
5. "Referral Link" - A unique URL or tracking code assigned to the Affiliate for the purpose of tracking referrals and attributing sales.
6. "Net Sale" - A completed purchase that has not been refunded, charged back, or otherwise reversed.
7. "Stripe Connect" - The third-party payment processing platform used to manage Affiliate payouts.

3. Eligibility and Acceptance

To participate in the Program, you must:

1. Be at least 18 years of age or the age of majority in your jurisdiction.
2. Have a valid Stripe Connect account or be willing to create one.
3. Provide accurate and complete information during enrollment.
4. Agree to and comply with all terms of this Agreement.

Enrollment in the Program is subject to our approval. We reserve the right to reject any application at our sole discretion without providing a reason.

4. Commission Structure

Zenfinity uses a three-tier performance-based commission structure. Every creator starts at Gold (50%). Your commission rate is determined automatically by your qualified lifetime revenue and qualified lifetime sales count. To unlock a tier above Gold, both thresholds must be met.

1. "Qualified" revenue and sales are calculated from Net Sales attributed to the Affiliate's referral. Test purchases, internal purchases, and self-purchases are excluded from qualified counters.
2. Tier unlock is automatic and permanent. Once both the revenue and sales thresholds for a tier are met, the Affiliate is upgraded immediately and the new commission rate applies to every sale going forward.
3. Refunds and chargebacks decrement both qualified counters by the corresponding amounts, but never auto-downgrade a tier already unlocked.
4. Manual tier overrides. Zenfinity may, at its sole discretion, grant an Affiliate a higher tier independently of qualified thresholds (for example, in a negotiated partnership). A manual override is recorded in the Affiliate's account and takes precedence over the automatic tier calculation.
5. Commissions are earned only on Net Sales (completed purchases that are not subsequently refunded or charged back).
6. Commissions are calculated on the sale price of the product, excluding taxes, shipping, and any applicable fees.
7. Zenfinity reserves the right to modify commission tiers, thresholds, or rates at any time with 30 days written notice. Tiers already unlocked at the time of a change will be honored at their existing rate for a transitional period of no less than 30 days.

5. Payment Terms

1. All commission payments are processed automatically through Stripe Connect.
2. Payouts follow the standard Stripe payout schedule applicable to your connected account (typically 2-7 business days after a transaction, depending on your country and account status).
3. You are solely responsible for maintaining an active and valid Stripe Connect account.
4. You are responsible for all taxes, fees, and reporting obligations associated with your commission income.
5. Zenfinity is not responsible for any delays or issues caused by Stripe or your financial institution.

6. Refunds and Commission Reversals

1. If a Customer receives a refund for a purchase attributed to your referral, the commission earned on that sale will be automatically reversed.
2. Reversed commissions will be deducted from your Stripe Connect account balance or offset against future earnings.
3. You acknowledge and agree that commissions are only final on Net Sales, and that refund-related reversals are a normal part of the Program.

7. Chargebacks

1. If a Customer initiates a chargeback on a purchase attributed to your referral, your Stripe Connect account will be debited for the corresponding commission amount.
2. Any Stripe chargeback fees assessed against Zenfinity as a result of a transaction linked to your referral may, at our discretion, also be debited from your connected account.
3. Repeated chargebacks associated with an Affiliate's referrals may result in immediate termination from the Program.

8. FTC Compliance and Disclosure Requirements

This section is critically important. Failure to comply may result in immediate termination from the Program.

1. As an Affiliate, you are required by the Federal Trade Commission (FTC) to clearly and conspicuously disclose your material connection to Zenfinity in all promotional content.
2. You must include a clear disclosure in every piece of content that promotes Zenfinity or includes your referral link. Acceptable disclosures include, but are not limited to:
   • #ad
   • #sponsored
   • "affiliate link"
   • "I earn a commission if you purchase through my link"
   • Any other clear, prominent language that informs the audience you may receive compensation.
3. Disclosures must be placed where they are easily seen - not buried in hashtags, hidden in descriptions, or placed after a "see more" fold.
4. You are solely responsible for complying with FTC guidelines, as well as any applicable advertising laws in your jurisdiction.
5. Zenfinity is not liable for your failure to comply with disclosure requirements.

9. Prohibited Conduct

The following activities are strictly prohibited and may result in immediate termination, forfeiture of unpaid commissions, and potential legal action:

1. Spam - Sending unsolicited emails, messages, or communications to promote Zenfinity products.
2. Fake Reviews - Creating or soliciting false testimonials, reviews, or endorsements.
3. Misleading Claims - Making exaggerated, false, or unsubstantiated claims about product results, including specific weight loss amounts, muscle gain guarantees, or health outcomes.
4. Unauthorized Paid Advertising - Running paid advertisements (Google Ads, Facebook Ads, TikTok Ads, etc.) that promote Zenfinity products without prior written approval from Zenfinity.
5. Cookie Stuffing - Using any method to artificially place tracking cookies on users' devices without their knowledge or genuine engagement.
6. Self-Referrals - Using your own referral link to purchase products for yourself in order to earn commissions.
7. Incentivized Purchases - Offering cash, gifts, or other incentives to customers to purchase through your referral link, unless explicitly approved in writing by Zenfinity.
8. Trademark Bidding - Bidding on "Zenfinity," "joinzenfinity," or any related trademarks in paid search campaigns.
9. Impersonation - Representing yourself as an employee, agent, or official representative of Zenfinity.

10. Intellectual Property

1. Zenfinity grants you a limited, non-exclusive, non-transferable, revocable license to use the Zenfinity brand name, logo, and approved marketing materials solely for the purpose of promoting Zenfinity products under this Program.
2. You may not modify, alter, distort, or create derivative works of Zenfinity's trademarks, logos, or brand assets.
3. You may not create marketing materials that could be confused with official Zenfinity communications.
4. All intellectual property rights in Zenfinity's products, brand, and materials remain the sole property of Easy Controls LLC.
5. This license terminates immediately upon termination of this Agreement.

11. Content Guidelines

All promotional content created by the Affiliate must comply with the following:

1. No hate speech, discriminatory content, or content that promotes violence.
2. No illegal content or content that promotes illegal activities.
3. No adult, sexually explicit, or pornographic content associated with the Zenfinity brand.
4. No content that is defamatory, libelous, or infringes on the rights of any third party.
5. All content must be truthful, accurate, and not misleading.

12. Termination

1. Either party may terminate this Agreement at any time, for any reason, by providing written notice to the other party.
2. Zenfinity may terminate this Agreement immediately and without notice in the event of a violation of any term of this Agreement.
3. Upon termination, all rights and licenses granted under this Agreement cease immediately.
4. Outstanding commissions on Net Sales earned prior to termination will be paid out within 30 days of the termination date, subject to any adjustments for refunds or chargebacks.
5. Commissions on pending or disputed transactions at the time of termination may be withheld until those transactions are resolved.
6. Zenfinity reserves the right to forfeit unpaid commissions if termination is due to a violation of this Agreement, including but not limited to fraud, prohibited conduct, or FTC non-compliance.

13. Limitation of Liability

1. To the maximum extent permitted by law, Easy Controls LLC and its officers, members, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the Program.
2. Zenfinity's total aggregate liability under this Agreement shall not exceed the total commissions paid to the Affiliate in the 12 months preceding the event giving rise to the claim.
3. Zenfinity makes no guarantees regarding the amount of commissions an Affiliate may earn, the volume of traffic or sales, or the continued availability of any product or the Program itself.

14. Indemnification

You agree to indemnify, defend, and hold harmless Easy Controls LLC, its Managing Member, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising out of or related to:

1. Your promotional content, marketing activities, or use of the referral link.
2. Your breach of any term of this Agreement.
3. Your violation of any law, regulation, or third-party right, including FTC guidelines.
4. Any claim by a Customer or third party related to your promotional activities.

15. Modifications

1. Zenfinity reserves the right to modify, update, or amend the terms of this Agreement at any time.
2. We will provide at least 30 days written notice of material changes, sent to the email address associated with your Affiliate account.
3. Your continued participation in the Program after the effective date of any changes constitutes acceptance of the modified terms.
4. If you do not agree with any modifications, your sole remedy is to terminate your participation in the Program.

16. Governing Law and Dispute Resolution

1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law principles.
2. Any disputes arising under or in connection with this Agreement shall be resolved in the courts of the State of Florida.
3. Both parties agree to submit to the personal jurisdiction of the courts located in the State of Florida.

17. General Provisions

1. Entire Agreement - This Agreement constitutes the entire agreement between you and Easy Controls LLC regarding the Program and supersedes all prior agreements or understandings.
2. Severability - If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
3. Waiver - Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.
4. Independent Contractor - The Affiliate is an independent contractor. Nothing in this Agreement creates an employment, partnership, or agency relationship.
5. Assignment - You may not assign or transfer this Agreement without our prior written consent. Zenfinity may assign this Agreement freely.

18. Contact Information

For questions about this Agreement or the Affiliate Program, contact us at:

Easy Controls LLC
Joe Lisi, Managing Member
Email: [email protected]