OpusClip Affiliate Program Terms and Conditions

1. GETTING STARTED

Participating in the OpusClip Affiliate Program is easy! First, you have to apply to our Affiliate Program by creating an account with us and filling out an application. You must have a valid PayPal or bank account to receive payment. By applying to the Affiliate Program, you represent and warrant that you are at least 18 years of age and you are not a resident of a country currently under sanction by the Office of Foreign Assets Control, which is subject to change at any time.
After you complete the online application, Opusclip Inc. will review your application and, in its sole discretion, may accept you as a OpusClip Affiliate, which is based on brand and demographic fit and shall be monitored on an ongoing basis.  If Opusclip Inc. chooses you as an Affiliate, then Opusclip Inc. will provide an email approval through the Rewardful platform.  Once approved, you will access your account and be given a unique URL (“Unique URL”) to display on your website and social media channels as described in this Agreement.  
Opusclip Inc. may re-evaluate your Affiliate status and reserves the right to terminate such Affiliate status at any time, which shall take effect immediately upon notice to you.

2. ELIGIBLE OPUSCLIP PRODUCTS & VALID PURCHASES

The "Eligible Products" you may earn a Commission on are: OpusClip Essential Plan and Pro Plan. Eligible products may be purchased in either a monthly or annual subscription. Eligible Products never include any custom priced packages that are not self-service.

Opusclip Inc. uses a third-party service provider, Rewardful, to track a customer from the first click of your Unique URL to the purchase of an Eligible Product on the OpusClip website. You only earn a Commission of 25% for a Valid Purchase of an Eligible Product by a New OpusClip Customer for one year. "New OpusClip Customer" means that the customer has never subscribed to use any OpusClip products (whether or not Eligible Products) in the past.

A "Valid Purchase" means that a New OpusClip Customer clicked on your Unique URL and purchased an OpusClip Eligible Product from opus.pro (the "OpusClip website"). Opusclip Inc. determines whether a purchase is a Valid Purchase in its sole discretion, and has the sole right to make decisions if discrepancies in tracking exist.

You agree that Opusclip Inc. has the right to all tracking data that Affiliate gathers through its participation in this Affiliate Program, which is tracked by Rewardful.

3. COMMISSION FEES

When a Referral makes a Valid Purchase, you will earn the Commission as outlined in this Agreement. “Referral” shall mean a New OpusClip Customer that has made a Valid Purchase.

Affiliates of Opusclip Inc. earn a standard commission rate of 25% of the Eligible Products’ subscription sale price, for a term of no longer than 12 consecutive months from the initial sale of the subscription(“Commission”). No Commissions are paid on renewal terms. This means that if you sell an Eligible Product annual subscription, you will receive a one-time commission off the annual subscription price and no further commissions from that Referral. If you sell an Eligible Product monthly subscription, then you may receive a Commission for consecutive monthly renewals by such Referral for up to 12 months. If your Referral terminates that subscription at any point before the 12-month period, then you will not receive any further commissions.

Opusclip Inc. reserves the right to change the Commission percentages immediately upon written notice to you. In such case, the new Commission price shall take effect immediately for any Referrals after the date of notice of Commission price change. Affiliates who have a high performance rate may be eligible to earn a higher Commission rate, as determined by Opusclip Inc. in its sole discretion on a case by case basis.
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Commissions are generally paid on the 15th of the month for Valid Purchases made the prior month, but there are exceptions to this timing and payment may take up to 45 days from the end of the month in which the Referral made a Valid Purchase. You will need to create a PayPal account or provide your bank account information in order to get paid your Commissions, and you agree to provide Opusclip Inc. with your PayPal account name and email, bank account information, or any other reasonably requested information in order to facilitate payment to you.
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Deductions against Commission: Commissions paid will exclude taxes, VAT, transaction fees and other applicable fees in connection with a sale. Opusclip Inc. reserves the right to reverse Commissions due to returns, order cancellations, erroneous order duplications or erroneous payments made to you. We also reserve the right to defer or refuse Commissions for disputed orders or orders we reject and cannot fulfill. We reserve the right to refuse or reverse Commissions in the event Affiliate is in breach of this Agreement.

4. AFFILIATE APPLICATION REJECTION

Opusclip Inc. reserves the right to reject affiliate applications for any reason. We may also choose whether to provide an explanation for affiliate application rejection. The following are reasons why an application may be rejected (this is not an exhaustive list):

• Applications from affiliates whose websites sell, advertise or engage in illegal business practices, phishing scams, pornography, spamming, or that include any material infringing on national or international copyright will be rejected.
• Applications from affiliates whose websites we consider dramatically different from our business may be rejected.
• Applications from affiliates with websites that resell any of our products will be rejected.
• Applications from affiliates with websites deemed inappropriate by Opusclip Inc. will be rejected.

5. PROHIBITED PROMOTIONAL METHODS

We have immense pride in our product, OpusClip, and are committed to maintaining its integrity in all promotional activities. Therefore, we strive to clearly communicate these principles to you, our affiliates. The following methods are prohibited to protect you, our customers, and our team from illegal and fraudulent activities:

• Dissemination of incorrect or misleading information: Any promotional activity that shares false or misleading information will result in affiliate account deactivation. If you're uncertain about any details or information for promoting OpusClip, please contact us.
• Illegal or offensive activity: Any activity deemed illegal or offensive by us is prohibited. This may lead to the rejection of referrals and/or the deactivation of your affiliate account.
• No promotions on coupon sites: Promoting OpusClip on coupon sites provides no additional value to Opusclip Inc., as these customers are already interested in OpusClip. Sharing fake or expired coupons with the intent to mislead customers will result in affiliate account deactivation.
• Unauthorized discounts and promotional offers: Affiliates are not allowed to offer discounts, free trials, coupons, rebates, “kickbacks,” or any other promotional offers that have not been expressly approved by Opusclip Inc. in writing.
• Spam: Any form of spam, be it through links, ads, emails, or comments is prohibited. Please respect the posting rules of any 3rd-party websites you use to promote OpusClip. This is not an exhaustive list; if we deem your activity as spam, it will be considered as such.
• Misrepresentation of association: While we appreciate your support, please refrain from pretending to be professionally associated with Opusclip Inc. or OpusClip. Affiliates are not employees and have no employee rights.
• Impersonation: Pretending to be Opusclip Inc., cloning our site, copying our site, using our copyrighted site assets, and pretending that a site created by you is an official Opusclip Inc. site is unethical and prohibited. This includes the use of services that automatically clone websites or place them into iframes.
• Misuse of brand names and trademarks: You may not purchase, own or bid on any domain names containing OpusClip or Opusclip Inc. brand names, variations, or misspellings. You may not purchase any advertising keywords that contain these names, nor use them in your social media account names.
• Paid advertising: Affiliates are encouraged to promote OpusClip through organic and non-paid methods such as organic social media, content marketing, email, word of mouth referral, and others. Affiliates are expressly prohibited from engaging in any form of paid advertising, including but not limited to search advertising, social media advertising, display advertising, native advertising (digital advertorials), paid influencer marketing, or any other forms of performance marketing. Violation of this policy may result in immediate suspension from the OpusClip Affiliate Program and forfeiture of any pending and future commissions.
• Compliance: You must adhere to all applicable rules, guidelines, community standards, and online terms by social media platforms, laws, and regulations, including privacy, marketing, and advertising laws and any FTC or other applicable disclosure guidelines.
• False promotion: Claiming endorsement or operation by Opusclip Inc. or OpusClip is strictly prohibited.
• Infringing material: You may not use materials that infringe on third-party rights, contain harmful content, or use technology that attempts to intercept or redirect traffic from another website.
• Manipulation of valid purchases: Use of any automated software or other technology in an attempt to manipulate or create fake Valid Purchases, or engage in behavior that is fraudulent, abusive, or harmful to the Affiliate Program, other Affiliates, or OpusClip customers is prohibited.
• Unsolicited bulk emails: Sending spam emails is not allowed.
• Disclosure: You must disclose in all marketing and advertising, including social media posts, that you are an Affiliate of Opusclip Inc. and are receiving compensation for any sales of OpusClip. This should include the word “ad” or “advertisement” as required by applicable laws, including your local laws.

6. OPUSCLIP LICENSED MATERIALS

Opusclip Inc. may provide you with promotional materials, including but not limited to graphic banners, OpusClip marks, logos, and other content for use on your website or social media pages (“Licensed Materials”). Opusclip Inc. grants you a limited license to use these Licensed Materials in accordance with this Agreement and any other brand guidelines that we may provide. Our brand guidelines include using the most up-to-date versions of logos and not altering any Licensed Material provided to you. All uses of the Licensed Materials benefit Opusclip Inc. You agree to cease using any Licensed Materials not in accordance with our brand guidelines upon our request or upon termination of your Affiliate status. This license can be revoked by Opusclip Inc. at any time, effective immediately upon notice. Opusclip Inc. retains all rights, title, and interest in the Licensed Materials.

If you create your own advertising materials containing any unaltered Licensed Materials, such as the OpusClip marks, Opusclip Inc. reserves the right to review and approve such materials. This includes email copies, website and social media copies, and promotions that appear in offline communications like press conferences. You agree to promptly provide Opusclip Inc. with copies of these materials upon request.

7. INTELLECTUAL PROPERTY

The OpusClip Eligible Products, Licensed Materials, including the OpusClip marks, domain names, and promotional materials constitute intellectual property owned by Opusclip Inc., encompassing trademarks, copyrights, patents, and trade secrets. As an Affiliate, you acknowledge Opusclip Inc.'s ownership of all customer-related information, including those arising from Referrals. You must respect the intellectual property of Opusclip Inc. at all times and comply fully with this Agreement.

8. LEGAL COMPLIANCE

As an Affiliate, you represent and warrant that you comply with, and will continue to comply with, all applicable US and international laws, rules, and regulations. This includes, but is not limited to, laws governing marketing emails, such as the CAN-SPAM Act, Telemarketing Sales Rule, Telephone Consumer Protection Act, e-Privacy Directive (as may be superseded by the e-Privacy Regulation), any FTC rules, regulations, or guidelines related to marketing, endorsements, and disclosures of material connections, along with all other anti-spam laws, privacy laws and regulations, including the California Consumer Privacy Act and the General Data Protection Regulation, and rules, regulations, and laws governing false or deceptive advertising and intellectual property infringement. More information on FTC disclosure guidelines can be found on the FTC website, including at https://www.ftc.gov/tips-advice/business-center/advertising-and-marketing. Further information on the disclosure of material connections rules can be found on the same site. When acting as an Affiliate via third-party social media platforms (such as Facebook, Instagram, etc.), you agree to comply with all applicable policies and terms of use, community standards, and stated values of such third-party platforms.

If you're marketing or acting as an Affiliate outside the United States, you bear FULL responsibility for compliance with all local laws, including those regarding marketing, advertising, and privacy. If you're uncertain about the rules applicable to you, we advise consulting an attorney or consumer protection authority within your jurisdiction for further guidance and instructions on compliant Affiliate conduct.

9. MODIFICATION AND TERMINATION

Opusclip Inc. reserves the right to change, modify, and/or eliminate the Affiliate Program and/or all or any portion of this Agreement or any policy pertaining to the Affiliate Program at any time and for any reason at its sole discretion. This includes our right to discontinue or change the benefits or Commission received under the Affiliate Program or merge the Affiliate Program with another program. We will post the updated terms on our website or email you notice of such changes, and your continued participation in the Affiliate Program constitutes your acceptance of the updated terms.

Opusclip Inc. reserves the right to suspend or remove Affiliates from the Opusclip Affiliate Program at any time, without warning, at its sole discretion. Either party may terminate this Agreement, with or without cause, upon notice to the other party. Upon termination, you agree to immediately discontinue use of your Unique URL and all links to Opusclip Inc. websites, and use of Opusclip Licensed Materials, including the Opusclip Marks. Without limiting Opusclip Inc.'s remedies, Affiliates terminated due to malicious or fraudulent behavior will also have all prior Commissions revoked.

10. INDEPENDENT CONTRACTOR

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section. You may be required to complete a Form W-9, or other paperwork, as a condition of receiving your Commission and will cooperate with all requests by Opusclip Inc. to complete documentation in connection with your participation in the Affiliate Program and to comply with applicable tax obligations.

11. ARBITRATION

By consenting to this Agreement, you hereby agree to resolve any and all disputes with Opusclip Inc. through binding arbitration, expressly waiving your right to a jury trial or class-action proceedings. Prior to initiating arbitration, you are required to submit written notice of the dispute to Opusclip Inc. and engage in good-faith attempts to resolve said dispute informally within a 60-day window. After this period, arbitration proceedings may commence.

Arbitration proceedings, presided over by a single arbitrator, will adhere to either the JAMS International Arbitration Rules and Procedures or the American Arbitration Association Commercial Arbitration Rules, dependent on your geographical location. The seat of arbitration is San Francisco, California, unless otherwise agreed by both parties. The claims raised must be of an individual nature, consolidation or class representation is not allowed unless explicitly agreed upon by both parties.

Notwithstanding the above, claims related to infringement of intellectual property rights or unauthorized use or disclosure of confidential information may be escalated to a court of competent jurisdiction. Jurisdiction for such disputes lies exclusively with the courts in San Francisco, California, and are governed by the laws of California.

12. SEVERABILITY & WAIVER

If any provision of this Agreement is deemed invalid or unenforceable, that provision will be eliminated or limited to the minimum extent necessary to maintain its enforceability, and the remainder of this Agreement will continue in full force and effect. Any amendment or waiver to any provision of this Agreement requires a written consent from both parties. Our failure to enforce your strict adherence to any obligation outlined hereunder does not constitute a waiver of our right to enforce such provision or any other provision of this Agreement.

13. ENTIRE AGREEMENT

This Agreement embodies the complete understanding between you and Opusclip Inc. with respect to this Affiliate Program. It does not modify or supersede any other agreements you may have with Opusclip Inc.

14. CHANGES

Opusclip Inc. reserves the right to amend the terms of this Agreement at any given time, including the Commission rate. Any modifications shall come into effect immediately following the date of the notice.