Affiliate Program Agreement

Operated by: RightStart LLC, doing business as WageProof (“WageProof,” “we,” “us,” or “our”), the operator of the website and service available at www.wageproof.com (the “Service”).

Affiliate contact / questions: help@wageproof.com

This Affiliate Program Agreement (this “Agreement”) governs your participation as an affiliate in the WageProof affiliate program (the “Program”). By enrolling in the Program and clicking “I agree” (or any equivalent acceptance control) at enrollment, you (“you,” “your,” or “Affiliate”) agree to be bound by this Agreement. If you do not agree, do not enroll in or participate.

WageProof operates a software tool that generates reasonable-compensation analyses and reports for S-corporation owners (the “Reports”), which are sold to customers (each, a “Customer”). The Program lets approved external content partners — such as blogs, newsletters, websites, podcasters, and video creators — earn a cash bounty for referring Customers who purchase a Report.

1.1 Definitions. In addition to terms defined elsewhere:

• “Affiliate Link” means a unique tracking link, code, or other identifier that WageProof or the Platform assigns to you for referring potential Customers to the Service.
• “Platform” means the third-party affiliate-tracking and payout service WageProof uses to administer the Program (currently Rewardful). The Platform’s own terms and privacy policy also apply to your use of it.
• “Qualifying Sale” has the meaning given in Section 3.2; “Bounty” means the cash commission payable for a Qualifying Sale under Section 3.
• “Brand Assets” means WageProof’s names, logos, trademarks, service marks, screenshots, copy, banners, and other promotional materials we make available to you.
• “Content” means any material you create, publish, or distribute that promotes the Service or contains an Affiliate Link.

1.2 Eligibility. To participate you must be at least 18 (or the age of majority in your jurisdiction), have the legal capacity to enter into this Agreement, and provide accurate enrollment information. You may not participate if you are a current WageProof employee or contractor, or if doing so would violate any law or any agreement or duty binding on you (see also Section 6).

1.3 Enrollment and approval. Enrollment requires WageProof’s review and approval. WageProof may accept or reject any applicant, and may suspend or terminate any Affiliate, at any time and in our sole discretion, with or without cause. Approval is not a guarantee of any minimum traffic, referrals, or earnings. You must keep your enrollment, tax, and payout information accurate and current.

1.4 No agency. Approval does not make you an employee, agent, partner, joint venturer, or representative of WageProof. You have no authority to bind WageProof or hold yourself out as anything other than an independent affiliate (see Section 5).

2.1 Limited license. Subject to your compliance with this Agreement, WageProof grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, during the term, to display the Affiliate Link and the Brand Assets we make available, solely to promote the Service in accordance with this Agreement. We may update, modify, or withdraw any Brand Asset at any time, and you must promptly implement changes we request.

2.2 Reservation of rights. WageProof and its licensors retain all right, title, and interest in the Service, the Brand Assets, and all related intellectual property. You acquire no goodwill in the Brand Assets; all goodwill arising from your use inures to WageProof.

2.3 Brand-use restrictions. You must not:

• (a) Trademark bidding / paid-search abuse. Bid on, purchase, or use any WageProof trademark, brand name, or variation (including “WageProof,” “Wage Proof,” common misspellings, “WageProof coupon/discount/review/login,” and any confusingly similar term) as a keyword or in ad copy or display URLs, in any paid search, paid social, or other paid advertising. A paid ad appearing on a query containing a WageProof mark is a violation regardless of keyword match type. You may not direct-link a paid ad to wageproof.com.
• (b) Misleading domains and properties. Register, use, or traffic through any domain, subdomain, social handle, username, app, or page name that contains a WageProof trademark or a confusingly similar variation or misspelling, or that suggests you are WageProof or an official WageProof site.
• (c) Misrepresentation. Represent that you are WageProof, that you are endorsed, certified, or officially partnered beyond your status as an affiliate, or that WageProof or its Reports are “IRS-approved,” “guaranteed by the IRS,” or provide legal, tax, or accounting advice. (WageProof markets its Reports as IRS-defensible, not IRS-approved; do not overstate this.)
• (d) Spam and unlawful distribution. Distribute Affiliate Links or Content via unsolicited bulk email, SMS, or messaging; via comment/forum/link spam; through toolbars, adware, malware, browser extensions, cookie-stuffing, forced clicks, iframe stuffing, or any method that sets the tracking cookie without a genuine, user-initiated click; or in violation of the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), any state anti-spam/anti-texting law, or any platform’s terms.
• (e) Inappropriate placement. Place Affiliate Links or Brand Assets on or alongside content that is illegal, sexually explicit, hateful, harassing, defamatory, deceptive, infringing, or that disparages WageProof.

2.4 Non-exclusivity. This Agreement is non-exclusive. You may promote other products, including competitors, except in a way that violates Section 2.3 (e.g., brand bidding) or Section 4.

3.1 Bounty amount. WageProof will pay you a flat cash bounty of $50 USD for each Qualifying Sale.

3.2 What is a “Qualifying Sale.” A Qualifying Sale occurs only when all of the following are met:

• (a) Tracked referral. A potential Customer reaches the Service through your valid Affiliate Link, resulting in the Program tracking cookie being set (or the Program coupon code applied at checkout) by a genuine, user-initiated action.
• (b) First paid purchase. That person becomes a Customer by completing their first paid purchase of a Report through Stripe. Mere signups, free-trial starts, account creation, or clicks do not earn a Bounty — only a completed first paid purchase does.
• (c) Attribution window. The first paid purchase occurs within sixty (60) days of the qualifying click, measured on a last-click basis. If a Customer clicks multiple affiliates’ links, the Bounty is attributed to the most recent qualifying click within the window.
• (d) Genuine, non-fraudulent transaction. The transaction is bona fide, not self-referred, not refunded or charged back, and not generated through any method prohibited by Section 2.3 or Section 7.

WageProof and the Platform determine, in good faith, whether a sale qualifies and to whom it is attributed, based on Platform tracking records. WageProof is not responsible for sales the Platform does not or cannot track (e.g., cookies blocked or cleared, ad-blockers, a different device, no coupon applied, or checkout outside the window).

3.3 Hold period. Each Bounty is subject to a thirty (30)-day hold period (or longer if our refund/dispute window is longer) beginning when the Qualifying Sale is recorded. A Bounty becomes “approved” only after the hold passes and the underlying sale has not been refunded, cancelled, charged back, or flagged.

3.4 Payout cadence and minimum. Approved Bounties are paid monthly, provided your total approved balance is at least the minimum payout of $50 USD as of the payout date. Balances below the minimum carry forward. Payouts are made through the Platform or another method WageProof designates, subject to Section 5 (tax) and any Platform fees. All amounts are in US dollars.

3.5 Refund / chargeback clawback. No Bounty is earned on any sale that is refunded, cancelled, or charged back. Before payment, the corresponding Bounty is reversed; after payment, the amount is a clawback we may deduct from current or future payouts, or that you agree to repay on demand. We may also reverse or withhold Bounties for sales we reasonably determine to be fraudulent, self-referred, or otherwise non-qualifying (Sections 4 and 7).

3.6 Future recurring tier (reserved). The Service is currently sold primarily as one-off Reports. If WageProof later introduces a recurring subscription product, WageProof may, by updated terms under Section 10.6, offer a recurring commission on that product. No recurring commission is owed unless and until such updated terms take effect.

3.7 Discrepancies. The Platform’s tracking and WageProof’s records are authoritative, absent manifest error. You must raise any payout discrepancy in writing within sixty (60) days of the relevant payout date, or it is waived.

4.1 Mandatory disclosure of the material connection (16 CFR Part 255). In every piece of Content that contains an Affiliate Link or promotes the Service, you must clearly and conspicuously disclose that you earn a commission if someone purchases through your link. The disclosure must be:

• (a) Placed in the Content itself and difficult to miss — not buried, not on a separate “disclosures” page only, not hidden behind a “more”/hover/click — in language ordinary readers easily understand (e.g., “WageProof pays me a commission if you purchase through this link,” or “#ad” / “Sponsored by WageProof” where appropriate);
• (b) Near the Affiliate Link for written Content; and
• (c) For video, audio, livestream, or webinar Content, both spoken and on-screen/in-caption — a description-box or pinned-comment disclosure alone is not sufficient.

Vague tags such as “sp,” “spon,” “collab,” “ambassador,” or “thanks” are not adequate; an “ambassador/partner” framing must include the WageProof brand name (e.g., “WageProof Partner”). Platform-provided labels may supplement but do not by themselves satisfy this Section.

4.2 No unsubstantiated tax-savings, earnings, or outcome claims. Because the Service relates to taxes, and the FTC treats an affiliate’s claims as WageProof’s claims, you must not, in any Content:

• (a) State or imply any specific dollar or percentage tax-savings figure (e.g., “saved me $9,000,” “cut my taxes 30%”);
• (b) Make any implied, aggregate, or typical-result savings or outcome claim, with or without a number (e.g., “most owners save thousands,” “slash your taxes,” “pays for itself many times over”);
• (c) State or imply any guarantee about IRS outcomes, audit results, or that a Report will be accepted by the IRS or prevent or win an audit;
• (d) Make any earnings or income claim about participating in the Program; or
• (e) Make any objective performance claim about the Service,

unless you use only language WageProof has pre-approved in writing as substantiated. A generic “results not typical” disclaimer does not cure a specific or implied claim. You may describe the Service factually using WageProof-provided or pre-approved copy. To request approval of any non-default claim language, email help@wageproof.com; only language WageProof approves in writing may be used.

4.3 No fake or sentiment-conditioned reviews (16 CFR Part 465). You must not: (a) create, post, or procure fake, AI-fabricated, or misattributed reviews; (b) offer any incentive conditioned, expressly or by implication, on a person writing a review that expresses a particular sentiment (disclosure does not cure this — it is never permitted); or (c) suppress or selectively publish reviews, or use fake followers or engagement. Rewarding the referral/purchase action itself (this Program) is permitted; rewarding a review’s sentiment is not.

4.4 Other content-truth obligations. All Content must be truthful, not deceptive, and compliant with all applicable laws and the FTC Act. You must not impersonate a Customer or pretend to have used the Service if you have not.

4.5 Monitoring and remediation. WageProof may monitor and review your Content at any time. If WageProof determines (in its reasonable discretion) that Content violates this Agreement, WageProof may require you to correct or remove it within a specified time, and may withhold, reverse, or claw back affected Bounties, suspend your account, and/or terminate this Agreement. Your compliance with a correction demand does not waive WageProof’s other remedies.

5.1 Independent contractor. You are an independent contractor. Nothing here creates an employment, agency, partnership, joint-venture, or fiduciary relationship. You are not entitled to employee benefits and are solely responsible for your own business expenses and the manner and means of your promotional activities.

5.2 Your own taxes. You are solely responsible for determining, reporting, and paying all taxes (including income and self-employment taxes) on any Bounty. Bounties are paid gross, except for any withholding required by law.

5.3 Tax forms required before payout. Before any cash payout, you must provide valid, complete, and accurate tax documentation: a Form W-9 if you are a U.S. person, or the applicable Form W-8 (e.g., W-8BEN / W-8BEN-E) if you are a non-U.S. person. No payout will be made until WageProof or the Platform has received and validated the required form.

5.4 Information reporting and backup withholding. WageProof or the Platform may issue you an IRS Form 1099-NEC (or other applicable form) as required by law. If you fail to provide a valid taxpayer identification number (TIN) on a required form, WageProof or the Platform will apply backup withholding as required by law (currently 24% for U.S. payees), with no minimum dollar threshold, and may apply any other legally required withholding (e.g., on payments to non-U.S. persons). Any such withholding satisfies our payment obligation to the extent withheld.

5.5 Eligibility limits. WageProof may, in its discretion, limit cash payouts to U.S. persons initially or otherwise restrict participation by jurisdiction to manage tax and compliance overhead, and may decline a payout it cannot make in compliance with applicable law.

6.1 Sole responsibility. Participants who are licensed professionals (including CPAs, attorneys, enrolled agents, or other regulated practitioners) are solely responsible for ensuring their participation complies with all applicable professional-conduct rules, including the AICPA Code of Professional Conduct, their state board of accountancy rules, and any independence, commission, referral-fee, or disclosure obligations to their own clients. WageProof makes no representation that participation is permissible for any regulated professional, and you agree to make any client disclosures your rules require and to refrain from participating where your rules prohibit it.

6.2 No tax-practice relationship. Participation does not authorize you to represent any taxpayer before the IRS on WageProof’s behalf, and the Service does not constitute representation, legal advice, or tax advice. Nothing here subjects WageProof to IRS Circular 230 obligations, and you must not market the Service as practicing before, representing taxpayers before, or being approved or endorsed by, the IRS.

6.3 Self-identification. WageProof may ask you to identify whether you are a licensed CPA or regulated tax professional, and may apply additional conditions (including offering certain participants non-cash rewards). You agree to answer accurately.

7.1 Prohibited methods. You must not engage in any fraudulent, deceptive, or abusive activity to generate clicks, referrals, or Bounties, including: self-referrals or referring your own purchases or those of related parties; creating fake or duplicate accounts; cookie-stuffing, forced or auto-clicks, click farms, bots, or non-genuine traffic; placing orders intended to be refunded or charged back; circumventing or manipulating tracking or attribution; or colluding with Customers or other affiliates to game the Program.

7.2 Withholding and clawback. WageProof may withhold, reverse, or claw back any Bounty reasonably believed to arise from prohibited activity, void affected referrals, and suspend or terminate you and forfeit your unpaid balance, in addition to any other remedy.

7.3 Audit rights. WageProof may audit your participation, traffic sources, and Content for compliance. You will reasonably cooperate and, on request, provide information about your promotional methods and traffic sources.

8.1 Confidentiality. You will keep non-public information about WageProof (e.g., commission terms, the Platform, pre-release Brand Assets, performance data) confidential, use it only to participate in the Program, and not disclose it except as required by law.

8.2 No access to or harvesting of Customer data. The Program is administered so that the Platform — not you — handles Customer payment and identity data. You will not receive, and must not attempt to collect, scrape, harvest, derive, or store, any personally identifiable information about referred Customers (names, emails, payment details, or Report contents). Any aggregate or de-identified statistics provided to you are for your performance tracking only and may not be used to identify, contact, or solicit individual Customers.

8.3 Privacy law and platform terms. In collecting and using data through your own channels (your email lists, your website analytics, your social audiences, and any cookies you set on your own properties), you are solely responsible for complying with all applicable privacy, data-protection, e-mail, and consent laws and the terms of any platform you use. For clarity, the first-party referral cookie set on wageproof.com when a visitor arrives through your Affiliate Link is WageProof’s processing, governed by WageProof’s own privacy policy — not yours.

8.4 Data processing by the Platform. WageProof uses the Platform to administer tracking and payouts; the Platform processes referral and payout data subject to its own terms and privacy policy and a Data Processing Agreement between WageProof and the Platform. Your enrollment authorizes WageProof to share with the Platform the information needed to administer your participation and payouts.

9.1 Term. This Agreement starts when you accept it at enrollment and continues until terminated under this Section.

9.2 Termination for convenience. Either party may terminate at any time, for any reason or no reason, on written notice (which may be by email or through the Platform). WageProof may also suspend your account pending review.

9.3 Termination for cause. WageProof may suspend or terminate you immediately if it reasonably believes you have breached this Agreement, engaged in fraud or unlawful conduct, or acted in a way that may harm WageProof, its Customers, or its reputation.

9.4 Effect on pending Bounties. On termination for convenience by either party, you will be paid any approved Bounties earned before termination (subject to the minimum, hold period, clawbacks, and tax forms); pending Bounties may, at WageProof’s discretion, be paid after their hold clears if the sales remain valid, or forfeited. On termination for cause, WageProof may forfeit unpaid Bounties tied to or tainted by the activity giving rise to the termination, and claw back paid Bounties tied to that activity, without limiting other remedies. On any termination, the Section 2 licenses end and you must stop using Affiliate Links and Brand Assets; WageProof or the Platform may disable your Affiliate Link.

9.5 Survival. Sections 1.4, 2.2, 3.5, 4 (for Content that remains published), 5, 6, 7.2, 8, 9.4, 9.5, and 10 survive termination.

10.1 Disclaimers. The Program, the Platform, the Brand Assets, and all tracking and reporting are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind. WageProof does not warrant that tracking will capture every referral or that the Program will generate any referrals, sales, or earnings.

10.2 No guarantee of earnings. WageProof makes no representation or guarantee that you will earn any particular amount, or any amount at all. Any examples are illustrative only.

10.3 Limitation of liability. To the maximum extent permitted by law, WageProof will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data. WageProof’s total aggregate liability arising out of or relating to the Program or this Agreement will not exceed the total Bounties WageProof actually paid you in the three (3) months immediately before the event giving rise to the claim (or, if greater, $100 USD). For the avoidance of doubt, this limitation does not limit your indemnification obligations under Section 10.4, your payment/clawback obligations under Section 3.5, or your liability for breach of Sections 2.3, 4, 7, or 8.

10.4 Indemnification. You will defend, indemnify, and hold harmless WageProof and its officers, directors, employees, and agents from any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your Content; (b) your promotional methods or traffic sources; (c) your breach of this Agreement; (d) your violation of any law (including the FTC Act, FTC rules, CAN-SPAM, the TCPA, state anti-spam/anti-texting, privacy, or tax law); or (e) any claim that your Content or activities infringe a third party’s rights.

10.5 Relationship of the parties. The parties are independent contractors; this Agreement creates no employment, agency, partnership, joint-venture, or fiduciary relationship.

10.6 Modification of the Program and this Agreement. Material changes (including any reduction in Bounty amounts, a material change to the attribution window, or adding an arbitration or class-action-waiver provision) take effect only after WageProof gives you affirmative notice by email to your enrollment address and either (i) you accept through a click-to-accept or equivalent control, or (ii) at least thirty (30) days pass after that email during which you may terminate under Section 9.2; continued participation after that period, following emailed notice, constitutes acceptance. Non-material changes may be made on reasonable prior notice by email or through the Platform/Program site. Changes apply to referrals and Qualifying Sales occurring on or after the effective date and do not retroactively reduce Bounties already approved. If you do not agree to a change, your sole remedy is to stop participating and terminate under Section 9.2.

10.7 Assignment. You may not assign or transfer this Agreement or your Program account without WageProof’s prior written consent; any attempt is void. WageProof may assign freely, including in connection with a merger, acquisition, reorganization, or sale of assets.

10.8 Governing law; venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state and federal courts located in California, and you consent to personal jurisdiction there.

10.9 Notices. WageProof may give you notice by email (to your enrollment address) or through the Platform/Program site. A routine program notice is effective when sent; however, any notice that starts a deadline running against you — including a correction demand under Section 4.5, a clawback/repayment demand under Section 3.5, or a material-change notice under Section 10.6 — is effective on the earlier of your receipt or three (3) days after WageProof sends it. You may give WageProof notice at help@wageproof.com.

10.10 Severability; waiver; headings. If any provision is held unenforceable, the rest remains in effect and the unenforceable provision is modified to the minimum extent necessary. A failure to enforce any provision is not a waiver. Headings are for convenience only.

10.11 Entire agreement. This Agreement (together with any Program policies and the Platform’s terms referenced here) is the entire agreement between you and WageProof regarding the Program and supersedes all prior understandings on that subject. In a conflict, this Agreement controls over any Program policy unless the policy expressly states otherwise.

10.12 Acceptance. You accept this Agreement by clicking “I agree” (or an equivalent control) and/or by enrolling in or participating in the Program. By doing so you represent that you have read, understood, and agree to be bound by it, and that your enrollment information is accurate. WageProof records the date and version of the Agreement you accepted.