CarValid Affiliate and marketing program agreement

This Affiliate and Marketing Program Agreement dated on 2/24/25 outlines all the affiliate rights, obligations and remedies and will govern the relationship between the affiliate and the merchant. Please review these terms carefully. They govern your participation in our affiliate program. You may only participate if you agree to these terms. If you accept this Agreement on behalf of a legal entity, such as a business or government, you confirm that you have the legal authority to bind that entity to the Agreement.

Merchant explicitly reserves the right to update these terms at any time without prior notice. Please check back to this document for latest updates: https://www.carvalid.com/affiliate/terms

Roles:

• Affiliate – The affiliate desires to market and solicit potential consumer customers for CarValid products & Services as governed by this agreement. The affiliate may leverage their merchant approved website, social media, or other channels to drive traffic and conversions for the merchant. By participating in this Affiliate Program, you agree to be bound by the Binding Arbitration Clause and Class Action Waiver described in Section 8.

• Merchant – As the merchant CarValid may provide the affiliate with unique tracking links, marketing materials and guidelines. This relationship is performance-based, meaning the affiliate earns a commission only when their marketing efforts result in a sale or desired action.

  Both parties expressly acknowledge and agree that you are an independent contractor of CarValid. Nothing in this agreement shall be interpreted as establishing a partnership, joint venture, employer-employee, or principal-agent relationship, nor shall it create any liability for either party regarding the debts, obligations, or actions of the other. Furthermore, you acknowledge that you are not entitled to any employee benefits from CarValid, including retirement benefits, Social Security, workers’ compensation, disability, or unemployment insurance. You are solely responsible for reporting and paying your own taxes.

1. AFFILIATE MARKETING ELEGIBILITY & RESTRICTIONS

Basic Conditions:

Qualifying affiliates may refer potential consumer customers for CarValid Vehicle History Reports and various digital automotive products and services provider network (“Services”) during the Term.

This Agreement is not exclusive to you, and we reserve the right to appoint other Affiliates to our Affiliate Program.

As an express condition of participating in our Affiliate Program, you represent and warrant that: You have the legal capacity to enter into contracts under the laws of the jurisdiction in which you reside.

Affiliate Marketing:

Affiliates must make an effort to use clearly approved marketing materials and methods. In order to be eligible for this affiliate program Affiliate Marketing Materials must meet the following criteria:

• Comply with this Agreement, any additional specifications provided, and all applicable laws. As a participant in the Affiliate Program, you must adhere to all relevant laws, including the Driver's Privacy Protection Act of 1994 ("DPPA"), 18 U.S.C. § 2721, et seq., along with any additional applicable federal or state-specific laws, regulations, or restrictions.
• Avoid being false or misleading.
• Directly link to the designated site without redirection, site framing, pop-ups, downloaded software, toolbars, browser plug-ins, or extensions.

We reserve the right to reject any Links or their placement at our discretion. You must comply with all Link-related requirements, including immediate removal upon request. Additionally, we may reject Links or Affiliate Materials that could bring disparagement, ridicule, or scorn upon the merchant. You must not make any statements or take any actions that could result in the civil or criminal liability to the merchant/company.

Communications:

Any communications sent to promote the merchants’ products or services must adhere to the following guidelines:

• All emails, SMS messages and digital communication methods must apply to all applicable laws, including CAN-SPAM.
• You may not imply or suggest that such communications are sent on behalf of merchant. You understand that you have no authority to bind CarValid or make claims/commitments on its behalf without prior written consent. Additionally, you agree not to take any actions that could reasonably lead a third party to believe you have such authority. Additionally, you must not misrepresent or exaggerate your relationship with CarValid, including suggesting that we sponsor, endorse, or support you unless explicitly stated in this Agreement.
• Must be sent directly by you/affiliate with lawful consumer-based permission.

Affiliate Marketing Restrictions:

• Branding: The Affiliate will use the most up-to-date branding for the Services and shall not alter, remove, or modify any sales or marketing materials provided by the Merchant without prior written approval. The Merchant reserves the right to modify or update the Services (or any part thereof). This Agreement does not restrict the Merchant’s marketing or distribution activities in any way. For clarity, the Affiliate acknowledges that the Merchant may offer Services to other parties outside this Agreement. Additionally, the Affiliate understands that pricing for the Services is at the Merchant’s sole discretion and the Merchant is not obligated to honor any specific price or terms for a sale until it has been formally accepted. The Affiliate shall not suggest or imply otherwise.
• Publicity: Upon approval of the other Party, either party may use the other party’s name and logo on their website and marketing materials to identify the relationship between the Parties, subject to the terms of this Agreement after approval. Upon mutual agreement, the Parties may issue a press release regarding this Agreement and the relationship between the Parties.
• Customer Support & Service:  For all customers including those customers referred to Merchant by Affiliate, Merchant shall put forth commercially reasonable efforts to support and provide services.
• Additional Guidelines and Restrictions: The Affiliate shall conduct all activities related to the Services in a lawful manner, upholding the highest standards of fair trade, fair competition, and business ethics. If the Merchant provides Merchant Data to the Affiliate for any purpose, the Affiliate may use or display such data only in connection with this Agreement and for referring consumers to the Services. If the Merchant Data includes information or contact details related to Merchant Providers, the Affiliate agrees and acknowledges that such data may not be used to promote or market products or services similar to those offered by the Merchant. The Affiliate's use of Merchant Data must comply with the Merchant’s most current Data & Attribution Guidelines, a copy of which will be provided to the Affiliate if applicable. The Merchant reserves the right to update the Display & Attribution Guidelines at any time, with a thirty (30) days written notice to the Affiliate.

By participating in our Affiliate Program, you confirm that you meet all the above eligibility criteria.

2. COMPENSATION

• Commissions:  During the Term (as defined below), you are granted a non-exclusive right to introduce potential customers ("Customers") to CarValid, allowing merchant the opportunity to offer its vehicle history lookup services ("Services"). For the purposes of this agreement, "Introduction" or "Introduce" refers to tangible actions taken by you to refer Customers to CarValid. A "Conversion" occurs when a referred Customer completes a purchase of a Vehicle History Report. You will earn a commission for each successful Conversion directly resulting from your marketing efforts. However, you will not be entitled to commissions on sales that are not directly attributable to your promotional activities.
• Payments: In consideration for Affiliate’s efforts pursuant to this Agreement, commission will be paid to the affiliate through a third-party affiliate network such Originsecommerce. The affiliate network will be responsible for tracking all the affiliate generated sales and commissions as well as providing valuable reporting tools, stats and metrics.
• Tracking: Merchant may provide to Affiliate multiple processes (the “Referral Tracking Processes”) to track those potential consumer customers (“Affiliate Consumers”) referred to Merchant by Affiliate and that purchase product/s from Merchant. Affiliate may track referrals through the use of approved affiliate platforms. In compliance with federal and state laws and regulations as well as in observance of best privacy practices the affiliate will not be granted access to customers personal information such as names, emails and any other personal customer data collected during the purchase process.
• Affiliate Network Registration & Services: We urge all merchant affiliates to familiarize themselves with the network interface and policies. For more information about Originsecommerce services please visit https://www.carvalid.com/affiliate/terms  If you have not yet registered as Originsecommerce affiliate you can do so by visiting https://affiliates.moresbymedia.com/affiliates/?pn=67c23248af2ad
• Taxes:  All taxes, now or hereafter imposed with respect to the transactions contemplated hereunder (including value added taxes, sales, and use taxes, customs and excise taxes or duties and other similar taxes or duties, but excluding income taxes or other taxes imposed upon Merchant and measured by the gross or net income of Merchant) are the responsibility of Affiliate, and, if paid or required to be paid by Merchant, the amount thereof shall be deducted by Merchant from the amounts owed to Affiliate.

3. INTELLECTUAL PROPERTY

Confidential Information:

"Confidential Information" refers to any information or data disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party"), subject to the exceptions outlined in Section 10(c) of this Agreement. Confidential Information includes:

• Any information that the Disclosing Party has marked or identified in writing as confidential or proprietary.
• Any information that a reasonable person would consider to be confidential or proprietary given the nature of the information and the circumstances surrounding its disclosure. For clarity, Merchant’s Confidential Information includes Merchant Data.

During the Term of this agreement affiliates may gain access to certain confidential or proprietary business, product, or technological information of the other party, including but not limited to customer data ("Confidential Information"). Confidential Information does not include information that: (i) was known to the receiving party before disclosure; (ii) becomes publicly available through no fault of the receiving party; (iii) is lawfully provided by a third party without breaching confidentiality obligations; or (iv) is independently developed by the receiving party as evidenced by written records. Both you and CarValid agree not to disclose or share any such trade secrets or Confidential Information with third parties.

Affiliate/you agree to protect the Disclosing Party’s Confidential Information with at least the same degree of care it uses to protect its own similar information, and to implement appropriate procedures to prevent unauthorized use or copying of such information. In the event the Receiving Party is compelled by law to disclose any Confidential Information (e.g., by subpoena, judicial or administrative order), the Receiving Party may make such disclosure only to the minimum extent necessary. However, if not prohibited by law, the Receiving Party shall first notify the Disclosing Party in writing of the required disclosure and if requested, provide reasonable assistance and cooperation to the Disclosing Party, at the Disclosing Party’s expense, in seeking protective measures.

Termination:

Upon termination of this agreement, whether by written or verbal request or due to a breach, you agree to return or destroy all copies of Confidential Information obtained during the engagement. You acknowledge that any violation of this confidentiality obligation may cause significant and immediate harm, potentially resulting in damages. CarValid shall be entitled to seek equitable relief, including injunctions and specific performance, in addition to any legal remedies available.

Trademarks:

CarValid grants you a limited, revocable, and non-exclusive right to use the "CarValid®" trademark ("Trademark") during the Term of this agreement solely for the marketing and promotion of CarValid’s Services, in accordance with the terms outlined in this document. If we provide our trademark for your use during the term of this Agreement, you may use it only in accordance with the following guidelines:

• You must:
  (i) Use only the trademark images we provide, without any modifications.
  (ii) Use our trademarks solely in relation to the Affiliate Program and this Agreement.
  (iii) Immediately cease usage if requested by us.
• You must not:
  (i) Use our trademark in a misleading or disparaging manner.
  (ii) Use our trademark in a way that suggests endorsement, sponsorship, or approval of your services or products.
  (iii) Use our trademark in violation of any applicable laws or in connection with inappropriate, obscene or unlawful content.

4. REPRESENTATIONS AND WARRANTIES

The Affiliate/You represent and warrant that:

• You possess all necessary rights and permissions to participate in our Affiliate Program and to provide us with Affiliate Leads for use in our sales and marketing efforts, as outlined in this Agreement.
• Your participation in our Affiliate Program does not and will not conflict with any existing agreements or obligations.
• You own or have the legal rights to use and grant us the right to use the Affiliate Marks.
• You will comply with all applicable trade or regulatory requirements related to your participation in our Affiliate Program (e.g., clearly disclosing your affiliation with the CarValid Affiliate Program on any websites where you post Links).
• You will provide us with an accurate list of all websites and domains you own where you intend to use Links to generate Affiliate Leads.
• You will not purchase ads directing traffic to your site(s) or through a Link in a manner that competes with our own advertising.
• You will not engage in cookie stuffing, pop-ups or false or misleading links.
• You will not attempt to mask or manipulate referring URL information.
• Use Artificial Intelligence tools mislead and manipulate potential customers, defame or damage the merchant brand or public image.
• You will not use your own Link to purchase CarValid products for personal use.
• You will only generate leads through legitimate consumer interactions and will not use automated mechanisms, data compilations (e.g., phonebooks), fake redirects, hidden frames, or bots to generate leads. Additionally, you will not offer incentives to consumers to encourage purchases or sign-ups.

5. WARRANTY DISCLAIMER

THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS AND MERCHANT HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES TO AFFILIATE OR TO ANY THIRD PARTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPREHENSIVENESS, COMPLETENESS,  INTERFERENCE WITH QUIET ENJOYMENT, UNINTERRUPTEDNESS OR OTHERWISE (IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALINGS BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE), OR RESULTS TO BE DERIVED FROM THE USE OF THE SERVICES OR ANY MERCHANT-OWNED WEBSITES OR RELATED WEB TOOLS.

6. LIMITATION OF LIABILITY

CARVALID SHALL NOT BE LIABLE FOR ANY TECHNICAL MALFUNCTIONS OR ISSUES ARISING FROM ANY WEBSITE, NETWORK, COMPUTER SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FOR ANY FAILURE CAUSED BY TECHNICAL ISSUES OR INTERNET TRAFFIC CONGESTION, WHETHER ON CARVALID, OR A COMBINATION THEREOF, INCLUDING ANY INJURY OR DAMAGE TO USERS OR ANY COMPUTER OR DEVICE THROUGH WHICH CARVALID OR DATA IS PROVIDED. UNDER NO CIRCUMSTANCES WILL CARVALID BE LIABLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM THE USE OF CARVALID OR INFORMATION, OR THE CONDUCT OF USERS, WHETHER ONLINE OR OFFLINE, INCLUDING ANY BREACH OF PRIVACY OR SECURITY.

NEITHER CARVALID, ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, MANAGERS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, NOR CARVALID’S DATA PROVIDERS SHALL BE LIABLE TO YOU FOR:

• LOST INCOME, LOST PROFITS, LOSS OF DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMS BY THIRD PARTIES;
• ANY LOSS OR DAMAGE ARISING FROM THE USE OR RELIANCE UPON THE COMPLETENESS OR ACCURACY OF INFORMATION MADE AVAILABLE THROUGH CARVALID; OR
• ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY CARVALID’S ACTS OR OMISSIONS IN PROCUREMENT, COMPILATION, COLLECTION, INTERPRETATION, REPORTING, COMMUNICATION, OR DELIVERY OF SERVICES.

7. INDEMNIFICATION

Affiliate shall defend, at its expense, Merchant and its officers, directors, employees and agents (“Merchant Indemnified Parties”) from and against all third-party claims that arise out of or relate to the following: (i) Affiliate’s improper use or exploitation of the Merchant Data; or (ii) any claims that any Mark provided by Affiliate, as made available by Affiliate, violates or infringes any intellectual property right of a third party enforceable in the United States; provided that such Merchant Indemnified Party (a) promptly gives written notice of the claim to Affiliate; (b) gives Affiliate sole control of the defense and settlement of the claim (provided that Affiliate may not settle any such claim unless it releases such Merchant Indemnified Party of all liability); and (c) provides to Affiliate, at Affiliate’s cost, all reasonable assistance.

8. DISPUTE RESOLUTION

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to principles of conflicts of laws.
• Arbitration: If, after mediation, any controversy or claim (other than any claim that relates to intellectual property rights or confidentiality) arising out of or in any way related to this Agreement or the subject matter addressed in this Agreement (whether sounding in negligence, tort, contract, warranty or otherwise) remains unresolved, such controversy or claim shall be solely and exclusively resolved by binding arbitration conducted by and in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the “Comprehensive Rules”) before a sole arbitrator. Such arbitrator shall be selected in accordance with the Comprehensive Rules and, where possible, shall have reasonable competence in data and/or intellectual property licensing.  The arbitration shall be governed by the Comprehensive Rules, and judgment upon the award may be entered by any court having jurisdiction thereof.  The arbitrator shall have case management authority and shall resolve the controversy in a final award within one hundred eighty (180) days from the commencement of the arbitration action, unless otherwise agreed in writing by the Parties.  Costs and fees may be assessed by the arbitrator as deemed appropriate in light of the Parties’ conduct during the proceedings.  For the avoidance of doubt, it is expressly agreed that the arbitrator shall in all events uphold the limitation of liability provisions contained in Section 11 of this Agreement. There shall be no appeal from the arbitral award, except for fraud committed by the arbitrator in carrying out his or her duties under the aforesaid rules otherwise, the Parties irrevocably waive their rights to judicial review of any such controversy or claim arising out of or in any way related to this Agreement.  The site for arbitration shall be Las Vegas, Nevada.
• CLASS ACTION WAIVER: YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT IN THE EVENT OF ANY DISPUTES BETWEEN YOU AND US. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial.

9. TERMINATION

Either Party may terminate this Agreement as follows:

Termination by Affiliate: The Affiliate may terminate this Agreement by ceasing all relationships with the Merchant, including discontinuing any use of the Merchant's services, and by closing their Affiliate account and ceasing all related business activities.

Termination by Merchant: Merchant may terminate this Agreement at any time for any reason without prior notice.

Effect of Termination of this Agreement:

• Each Party will immediately cease using the other Party’s name, logo, marks or slogans.
• Affiliate will stop making representations suggesting any relationship with Merchant.
• Affiliate will cease promoting the Services.
• All rights and licenses granted will immediately terminate, unless otherwise stated.
• Each Party must return all the other Party's confidential information and materials in its possession.
• Affiliate will ensure deletion of Merchant Data from all systems and certify in writing within fifteen (15) days that all copies of Merchant Data have been deleted.

10. SEVERABILITY AND WAIVER

If any provision of these Terms is found to be invalid or unenforceable, such provision shall be modified to the extent necessary to comply with applicable law and to reflect, as closely as possible, the original intent of the parties. The remaining provisions shall remain in full force and effect.

Our failure to enforce any right or provision of these Terms shall not be construed as a waiver of that provision or any other provision of these Terms. No waiver of any provision of these Terms shall be deemed a waiver of any other provision, whether similar or not, and no waiver shall be construed as a continuing waiver.

This Agreement shall not limit our right to offer, sell, or distribute CarValid products and services, either directly or indirectly, to any current or prospective customers.

11. COMMUNICATION

Please refrain from replying to any automated “do-not-reply” emails. Those emails are not actively monitored. If you have any questions about the CarValid Affiliate program contact CarValid affiliate support directly.

12. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges and supersedes all prior letters of intent, agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by an officer, employee, or representative of either Party relating thereto.