Razviel Affiliate Program Agreement

Version: v1.0 (2026-08-25)
Entity: Razviel LLC, a Delaware limited liability company (formed on August 18, 2026), 28 Geary St, Ste 650, PMB 671, San Francisco, California 94108, United States
Acceptance: click-wrap at enrollment (single unchecked checkbox; IP, timestamp, version and text hash recorded)
Related documents: the Razviel Services Agreement governs the relationship between Razviel and its customers; an Affiliate is not a party to it (Services Agreement §2, "Affiliate").

1. Parties, Acceptance and Structure

1.1 Parties. This Affiliate Program Agreement (the "Agreement") is entered into between Razviel LLC, a Delaware limited liability company ("Razviel", "we", "us"), and the person or business entity that enrolls in and is approved for the Razviel Affiliate Program (the "Affiliate", "you"). Razviel and the Affiliate are each a "Party".

1.2 Acceptance. The Affiliate accepts this Agreement by checking the acceptance box at enrollment and confirming. Continued participation is not acceptance; the affirmative check is. The person accepting represents that they are authorized to bind the Affiliate.

1.3 What this Agreement is. This Agreement governs a commercial referral arrangement: the Affiliate promotes Razviel, and Razviel may pay a commission on referred revenue it actually receives, on the terms below. It is not an employment, agency, partnership or joint-venture relationship (§12), and it does not make the Affiliate a party to any agreement between Razviel and a customer.

1.4 Structure. This Agreement incorporates by reference the Program Terms — the rate, attribution method, maturation period, payout cadence, minimum payout, payout rail and promotional guidelines that Razviel publishes for the Program and may update under §14. Where the Program Terms and this Agreement conflict, this Agreement controls, except as to the operational values it expressly defers to the Program Terms.

2. Definitions

"Affiliate" has the meaning in §1.1. Consistent with Services Agreement §2, an Affiliate is a participant in Razviel's referral program and is not a corporate affiliate of Razviel.

"Commission" means the amount calculated under §5 in respect of Net Revenue Received.

"Good Standing" means, at the relevant time, that the Affiliate is enrolled and not suspended or terminated for cause, is in compliance with this Agreement and the Program Terms, and has a valid Payout Account and complete tax documentation under §8.6 and §9.2.

"Net Revenue Received" means the amounts Razviel has actually and finally received from a Referred Customer for its subscription to the Services — "actually and finally received" meaning cleared and settled in Razviel's hands and no longer subject to reversal — net of: payment-processing fees actually charged on that payment; taxes collected or remitted; discounts and credits applied; and any refund, chargeback, reversal or write-off affecting that payment. Net Revenue Received excludes any amount invoiced but unpaid, any trial period, and any amount received other than as subscription fees.

"Payout Account" means the account the Affiliate holds with the payment rail Razviel designates for the Program from time to time and publishes in the Program Terms, through which Razviel remits Commissions. Razviel may change, add or replace that rail prospectively under §8.8.

"Program" means the Razviel Affiliate Program.

"Program Terms" has the meaning in §1.4.

"Referral Identifier" means the traceable identifier Razviel issues or designates for the Affiliate — a coupon code, a referral link, or any other method Razviel designates — by which a referral is attributed.

"Referred Customer" means a customer whose subscription Razviel attributes to the Affiliate under §5.3.

"Services" means the products and services Razviel makes generally available to its customers.

3. Enrollment, Eligibility and Approval

3.1 Participation is by approval only. Enrollment does not create participation. Razviel approves each applicant at its sole discretion, may refuse any application without stating a reason, and is under no obligation to admit anyone to the Program. No application, waitlist entry or expression of interest creates any entitlement.

3.2 Eligibility requirements. To participate and to remain in Good Standing, the Affiliate must: (a) be a business or an individual acting on its own account, of legal age and capacity, contracting for commercial purposes; (b) be able to receive payment through the designated payout rail in a jurisdiction that rail supports (§8.5); (c) supply and keep current the tax documentation of §9.2; (d) comply with this Agreement, the Program Terms and applicable law; and (e) not be a competitor of Razviel or acting on a competitor's behalf, unless Razviel agrees in writing.

3.3 Accuracy of enrollment information. The Affiliate warrants that the information it supplies at enrollment — legal name, entity type, tax identification, country, promotional channels — is true, complete and current, and will update it promptly on any change. Razviel may verify that information and may suspend participation while a verification is pending.

3.4 Self-referral is not eligible. The Affiliate may not use its own Referral Identifier for its own subscription, for a subscription of an entity it controls, is controlled by, or is under common control with, or through any arrangement designed to achieve the same result. Such a referral generates no Commission, and the attempt is a breach of §10.

3.5 One Program, no exclusivity in either direction. Participation is non-exclusive. Razviel may operate other referral, partner, reseller or marketing arrangements, on any terms, with anyone, including in the Affiliate's own market and audience, without any obligation to the Affiliate. The Affiliate may promote other products, including competing ones, subject to §10.

4. The Affiliate's Role — Promotion Only

4.1 The Affiliate promotes; it does not sell. The Affiliate promotes and recommends Razviel to prospective customers. The Affiliate does not sell, resell, license, distribute, quote, negotiate, contract for or deliver the Services, does not collect any amount from a customer on Razviel's behalf, and does not become a party to any customer relationship. Every subscription is contracted directly between Razviel and the customer, on Razviel's own terms and at Razviel's own discretion.

4.2 No authority to bind. The Affiliate has no authority — actual, apparent or implied — to bind Razviel to any obligation, promise, concession, price, discount, commitment or representation, or to accept anything on Razviel's behalf. The Affiliate must not hold itself out as an employee, officer, agent, representative, reseller or partner of Razviel.

4.3 The only valid representations are Razviel's own. The Affiliate must not make, and must not permit anyone acting for it to make, any statement about the Services — as to functionality, availability, performance, resolution rates, savings, results, security, pricing, roadmap or compliance — that is not contained in Razviel's own current published materials, its Services Agreement and its documentation. Statements of the Affiliate's own opinion and experience are permitted, provided they are true, are identified as the Affiliate's own, and are not presented as a commitment of Razviel.

4.4 Razviel owes nothing to the Affiliate's audience. Any statement the Affiliate makes beyond §4.3 is the Affiliate's own, is made without Razviel's authority, and creates no obligation of Razviel to any person. §13.4 (indemnity) applies to any claim arising from it.

4.5 No commitment as to volume, conversion or continuity. Razviel makes no commitment as to the number of referrals that will convert, the Fees any Referred Customer will pay, the duration of any subscription, the availability of the Program, or the earning of any Commission. Nothing in this Agreement, in the Program Terms, in any projection, dashboard figure or marketing material, and no course of dealing, creates any minimum, target or guaranteed income.

5. Commission — Rate, Base and Attribution

5.1 The rate. Subject to §6 and §8, Razviel may pay the Affiliate a Commission of ten percent (10%) of Net Revenue Received from each Referred Customer, calculated per payment actually received.

5.2 The rate and structure in force are those of the Program at the time of the referral. The Commission rate and structure applicable to a referral are those published in the Program Terms at the moment the referral is attributed under §5.3. Razviel may offer different commission models, rates, structures and durations to different affiliates, campaigns, markets or periods, and may change them prospectively under §14. No rate is guaranteed for any future referral.

5.3 Attribution. A referral is attributed to the Affiliate when a customer subscribes using the Affiliate's Referral Identifier, as recorded by Razviel's systems at the moment the subscription is created. Razviel's own records are the sole basis of attribution, and Razviel's determination, made in good faith, is final. There is no retroactive attribution: a subscription created without a valid Referral Identifier is never attributed afterward, on any basis, and a Referred Customer is never re-attributed to another affiliate.

5.4 What is not commissionable. No Commission arises on: trial periods and any period in which no payment is received; taxes, shipping, processing fees or any amount excluded from Net Revenue Received (§2); amounts invoiced but unpaid; a referral excluded under §3.4; a subscription attributed to another affiliate or to none; or any Razviel product or arrangement the Program Terms exclude.

5.5 Accrual is not payment. A Commission that has accrued under this §5 becomes payable only when the conditions of §6 and §8 are satisfied. Accrual creates no debt of Razviel and no property of the Affiliate until those conditions are met.

6. Condition Precedent — Commission Only on Amounts Actually Received

6.1 Nature of the arrangement. Commissions are funded exclusively by the payments Razviel actually receives from the Referred Customer. Razviel is not a guarantor of any customer's payment and does not warrant, guarantee or undertake to pay any Commission out of funds independent of those payments.

6.2 Condition precedent. Razviel's obligation to pay any Commission arises only upon Razviel's actual and final receipt of the corresponding revenue from the Referred Customer. This is a condition precedent to payment and an allocation of commercial risk between independent businesses — not a timing provision. The Affiliate expressly assumes the risk of non-payment by any Referred Customer. Where the condition is not satisfied, no Commission becomes due, and Razviel is not in default, not in breach, and not liable for any amount in respect of it.

6.3 Funding events. If a payment of a Referred Customer fails, is refunded, is reversed, is charged back or disputed, is written off, or the Referred Customer cancels, defaults or becomes insolvent, no Commission arises on the affected amount, and Razviel may withhold and cancel any Commission already accrued on it, without breach, without default, without interest and without liability of any kind.

6.4 Reversal and offset. Where a Commission has already been credited or paid on revenue that is later refunded, reversed or charged back, the corresponding amount is deducted from Commissions payable to the Affiliate thereafter, and may be carried forward until fully offset. Razviel will recover such an amount by offset against future Commissions and will not pursue the Affiliate for it separately, except where the underlying revenue reversal arises from the Affiliate's fraud or breach of §10, in which case §12.4 applies.

6.5 Maturation. A Commission does not become payable before the maturation period published in the Program Terms has elapsed from receipt of the corresponding revenue (as of this version, sixty (60) days), during which a funding event under §6.3 cancels it before payment.

6.6 A discretionary payment never becomes an obligation. Razviel may, at its sole discretion, pay an amount notwithstanding this §6. Doing so is an accommodation, not a waiver: it creates no course of dealing, custom or practice, and does not oblige Razviel to do the same on any future occasion. This §6 is modified only by an express written amendment.

7. Duration of Accrual — What "Lifetime" Means and What It Is Not

7.1 Accrual continues while the Referred Customer pays. Under the Program as published at this version, a Commission accrues on each payment Razviel receives from a Referred Customer, for as long as that customer remains a paying subscriber, with no fixed end date and no expiry counter. This describes how the Program currently operates.

7.2 It is not a perpetual right. The description in §7.1 is a feature of the Program, not a perpetual, vested or irrevocable entitlement of the Affiliate, and it is not a promise that the Program, the rate or the arrangement will continue. Razviel may modify or discontinue the Program, in whole or in part, at any time, prospectively, under §14 — and may do so for any reason, for a market, a cohort, a campaign or the Program as a whole.

7.3 What a modification or discontinuation does not reach. A modification or discontinuation operates prospectively only. It does not reach Commissions that had already accrued on revenue Razviel had already received, under the terms then in force, which remain payable to an Affiliate in Good Standing on the terms of §6 and §8. It does end further accrual, from its effective date, and confers no right in respect of revenue received afterward.

7.4 Accrual ends where participation ends. Suspension or termination of participation ends further accrual under §12, on the terms of that section.

7.5 No breach. Modifying or discontinuing the Program, changing the rate prospectively, or ending accrual under §12 is not a breach of this Agreement, is not a taking of any right of the Affiliate, and gives rise to no liability of Razviel beyond §13.

8. Payment — Cadence, Minimum, Rail and the Payment Boundary

8.1 Cadence. Payable Commissions are settled monthly, in arrears, on the calendar published in the Program Terms (as of this version, the period closes at the end of the month and is paid by the fifth day of the following month).

8.2 Minimum payout. A payout is made only where the Affiliate's payable balance reaches the minimum published in the Program Terms (as of this version, US$200.00). Below the minimum, the balance carries forward to the following period and is not lost — the minimum is a condition of when, not of whether.

8.3 Currency. All Commissions are calculated, stated and paid in U.S. dollars.

8.4 The payment boundary. Payment is deemed made upon credit of the amount to the Affiliate's Payout Account. At that moment Razviel's payment obligation in respect of that amount is discharged in full. Everything downstream of that credit — the withdrawal method, withdrawal and conversion costs, and the timing of the Affiliate's own bank — is the Affiliate's own sphere and is borne by the Affiliate.

8.5 The Payout Account is the Affiliate's responsibility. The Affiliate is solely responsible for opening and maintaining its Payout Account with the designated rail, for completing that provider's own identity, business and compliance verification, and for the accuracy of the account, entity and banking details it supplies. Razviel is not responsible for the acts, omissions, requirements, decisions, delays or unavailability of the payment provider, nor for a payment that fails or is delayed because of incorrect, incomplete or outdated details. Where the Affiliate's jurisdiction is not supported by the designated rail, Commissions continue to accrue and do not expire, but no payout is made until a supported Payout Account exists.

8.6 Payout gate. No payment is released before the Affiliate has (a) accepted this Agreement, (b) an active Payout Account under §8.5, and (c) supplied and had approved the tax documentation of §9.2.

8.7 Statements and queries. Razviel makes the Affiliate's balances and Commission records available in-product. Any query as to a Commission or a payout must be raised within sixty (60) days of the statement or payout to which it relates; after that period the record is final as between the Parties, without prejudice to §15.

8.8 Razviel may change the rail. Razviel may change, add or replace the designated payment rail prospectively, with notice; the Affiliate will complete any onboarding the new rail requires, and §8.5 applies to it.

8.9 The Affiliate's relationship with the payment rail.

(a) The account is the Affiliate's own. Commissions are credited to the Affiliate's Payout Account, held with the payment rail Razviel designates for the Program (§2, §8.5). That account is the Affiliate's own account, opened and maintained by the Affiliate under that provider's own terms, to which Razviel is not a party. It is the Affiliate's responsibility to supply that provider with complete and accurate information — identity and verification data, banking details and tax forms — and to keep that information current (§8.5, §9.2).
(b) Issues with that account are between the Affiliate and that provider. Where a payout fails, is delayed, is returned or is held because information the Affiliate supplied is incorrect, incomplete or out of date, because a verification is pending, or because of any matter concerning the Affiliate's own account with that provider (for example, a failed identity verification), that is a matter between the Affiliate and the payment rail, and the Affiliate will address it directly with that provider. Razviel may assist as an accommodation, at its sole discretion. It is under no obligation to do so; assisting assumes no responsibility for the matter, does not make the matter Razviel's, and creates no course of dealing (the same principle as §6.6).
(c) Razviel does not answer for the payment rail. The boundary of §8.4 having been met — credit of the amount to the Affiliate's Payout Account — Razviel does not answer for any failure, delay, error, unavailability, suspension, discontinuation, act or omission of the payment rail, or of any bank, network or intermediary downstream of it. Those lie in the Affiliate's own sphere (§8.4, §8.5), and Razviel's payment obligation, already discharged at that credit, is not revived by them.
(d) A pendency of the Affiliate's own does not delay accrual into a default. A pendency of the Affiliate's own at the payment rail — a missing verification, an incomplete or outdated detail, a restriction or hold on the Affiliate's account — does not cause any Commission to fall due out of cycle, and never places Razviel in default or in mora: no interest, no penalty, no compensation and no liability of any kind accrues while it lasts. Consistent with §8.6 (payout gate), the amount is simply not paid until the pendency is resolved and a supported Payout Account exists; §6 (condition precedent) is unaffected.

9. The Affiliate's Own Business and Its Own Taxes

9.1 Own costs. The Affiliate promotes at its own cost and risk, with its own means, channels, audience and personnel. Razviel does not reimburse advertising, media, production, tooling, travel or any other cost, and supplies no equipment or funding.

9.2 Tax documentation. Before the first payment, the Affiliate must supply valid U.S. tax documentation — Form W-9 (U.S. person) or the applicable Form W-8 series (non-U.S. person or entity) — and must supply an updated form when the current one expires or when any certified fact changes. No payment is released while that documentation is missing, expired or rejected.

9.3 The Affiliate's own taxes. The Affiliate is solely responsible for determining, declaring and paying all taxes, contributions, levies and duties arising from Commissions in its own jurisdiction, and for any registration, invoicing or bookkeeping obligation of its own business. Razviel withholds nothing and remits nothing on the Affiliate's behalf, except where a mandatory law requires it, in which case the amount withheld is treated as paid to the Affiliate. The Affiliate indemnifies Razviel against any tax, penalty, interest or cost assessed against Razviel as a result of the Affiliate's failure to comply with this §9.3.

9.4 Commissions are gross of the Affiliate's costs. Commissions are stated gross of any cost, tax or fee of the Affiliate, and are not adjusted for them.

10. Promotional Standards, Disclosure and Prohibited Practices

10.1 Disclosure of the material connection — mandatory. The Affiliate must clearly and conspicuously disclose its material connection to Razviel in every promotion, in accordance with the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and any equivalent law applicable to the Affiliate or its audience. The disclosure must be unavoidable, in the same medium and language as the promotion, and placed where a reader or viewer will see it before acting. Failure to disclose is cause under §12.

10.2 Truthfulness. Every statement the Affiliate makes about Razviel must be true, current, not misleading, and within §4.3. Testimonials must reflect genuine experience. The Affiliate must not fabricate results, metrics, endorsements or reviews.

10.3 Prohibited practices. The Affiliate will not, and will not permit anyone acting for it to:

(a) send unsolicited bulk or commercial messages of any kind, or promote in violation of the CAN-SPAM Act, the TCPA, the GDPR or any equivalent marketing, privacy or telemarketing law;
(b) use incentivized, purchased, automated, bot-generated or otherwise artificial traffic, sign-ups or referrals;
(c) engage in cookie stuffing, forced clicks, hidden or auto-triggered referral links, iframe or pop-under injection, adware, browser extensions that inject identifiers, or any technique that attributes a referral without the customer's informed action;
(d) bid on, or register, Razviel's trademarks, brand terms, common misspellings or domain variants in paid search, app-store listings, social handles, domains or advertising of any kind, or otherwise present itself as Razviel or as an official Razviel channel;
(e) misrepresent the Services, its own identity or authority, or the nature of its relationship with Razviel (§4.2);
(f) promote through content that is unlawful, deceptive, defamatory, harassing, obscene, discriminatory, or that infringes a third party's rights;
(g) circumvent, manipulate or test the attribution, maturation, antifraud or payout mechanics of the Program, or open or use multiple accounts or identities to do so;
(h) offer, as an inducement to subscribe, any cash rebate, discount, coupon or benefit funded from the Commission, unless the Program Terms expressly permit it;
(i) breach §3.4 (self-referral);
(j) use the Program in violation of applicable law, sanctions or export controls; or
(k) create or operate sub-affiliates or a sub-affiliate network, enroll or recruit others to promote under the Affiliate's own Referral Identifier, or share, split, assign or pass on any Commission to a third party, without Razviel's prior written consent. Participation is personal to the approved Affiliate (§3), and the Program pays one Affiliate per Referral Identifier.

10.4 Non-public information. Any non-public information of Razviel the Affiliate receives — including pricing not publicly published, roadmap, volumes, customer identities and the commercial terms of this Agreement — is confidential, must be used only to participate in the Program, and must not be disclosed. This obligation survives termination for three (3) years, and indefinitely as to any personal information.

10.5 The Affiliate's own compliance. The Affiliate is responsible for its own compliance with the law applicable to it and to its audience — including advertising, consumer-protection, privacy and data-protection law — and for any consent or notice its own marketing requires. Razviel gives no legal, tax or compliance advice to the Affiliate.

10.6 Monitoring. Razviel may monitor the Affiliate's promotional activity and traffic and may require the removal or correction of any content that breaches this §10. Razviel has no duty to monitor, and its failure to detect or object to any activity is not approval of it and waives nothing.

11. Brand Assets — a Limited and Revocable License

11.1 The license. Razviel grants the Affiliate a non-exclusive, non-transferable, non-sublicensable, royalty-free and revocable license to use the Razviel name, logo and promotional materials Razviel makes available, solely to promote Razviel under this Agreement, in accordance with the Program Terms and any brand guidelines Razviel publishes.

11.2 Limits. The Affiliate will not modify the marks, combine them with its own marks into a composite, use them in a domain name, social handle, app name or company name, or use them in a way that suggests endorsement, sponsorship, employment, agency or an official channel (§4.2, §10.3(d)).

11.3 Ownership and termination of the license. All right, title and interest in Razviel's marks, materials, software and Services remain Razviel's. Razviel's marks are and remain the exclusive property of Razviel LLC, whether or not registered; all goodwill arising from the Affiliate's use of them inures exclusively to Razviel; the Affiliate will not adopt, apply to register or register any mark, trade name, domain name or handle identical or confusingly similar to them; and the Affiliate acquires no right in the marks other than the license granted in this §11. The license ends immediately on suspension or termination of participation, or on Razviel's written request, and the Affiliate will then cease all use and remove the marks and the Referral Identifier from its channels within five (5) business days.

11.4 The Affiliate's content. The Affiliate's own promotional content is its own. The Affiliate grants Razviel a non-exclusive, royalty-free license to reproduce and reference that content for the purpose of verifying compliance with §10 and, where the Affiliate consents, for Razviel's own marketing.

12. Suspension and Termination

12.1 By the Affiliate. The Affiliate may leave the Program at any time, on written notice or by the in-product control where available. Departure ends further accrual from its effective date.

12.2 By Razviel — at its sole discretion. Razviel may suspend or terminate the Affiliate's participation, in whole or in part, at any time, at its sole discretion, with or without cause, and with or without prior notice. Razviel is not required to state or substantiate a reason.

Without limiting that discretion, Razviel will ordinarily act where there is a reasonable basis to conclude that the Affiliate has engaged in spam, incentivized, artificial or fraudulent traffic, cookie stuffing, brand bidding, misrepresentation of the Services, self-referral, manipulation of the Program's mechanics, or a violation of law. Those circumstances are examples, not conditions, of this §12.2.

12.3 Effect on accrual. Suspension and termination end further accrual of Commissions from their effective date. A suspension holds payment of the payable balance while it lasts.

12.4 Effect on accrued and unpaid Commissions.

(a) Terminated without cause, Affiliate in Good Standing — paid. Where Razviel terminates participation without cause and the Affiliate is in Good Standing, Commissions already accrued on revenue already received are paid on the normal cycle (§8), subject to §6.
(b) Terminated for fraud or material breach — forfeited. Where participation is terminated because of the Affiliate's fraud, artificial or fraudulent traffic, self-referral, or material breach of §10, accrued and unpaid Commissions are forfeited, and Razviel may reverse Commissions attributable to the offending conduct. Forfeiture applies only in those cases; it is never a general consequence of termination.
(c) Departure by the Affiliate. Where the Affiliate leaves under §12.1 in Good Standing, §12.4(a) applies.
(d) Every other case — the balance is not lost. In any other case, Commissions already accrued on revenue already received are paid under §12.4(a) once the Affiliate cures any Good-Standing deficiency within a reasonable period. This paragraph reaches the case that is neither (a), (b) nor (c) — most obviously a termination without cause where the Affiliate is not, at that moment, in Good Standing. Forfeiture remains confined to §12.4(b): an accrued balance is never extinguished by the mere absence of Good Standing, by silence, or by the passage of time.

12.5 Referred Customers are unaffected. Suspension or termination of participation has no effect on any Referred Customer's subscription, which continues to be governed solely by the Services Agreement. The Affiliate acquires no interest in, and no right over, any Referred Customer or its account.

12.6 Exercise of rights is not a breach. The exercise by Razviel of any right under this §12 — suspension, termination, or refusal to enroll or re-enroll — is not a breach of this Agreement, is not subject to review, appeal or a cure period, and gives rise to no liability of Razviel beyond §13.

12.7 Survival. §§2, 4.4, 5, 6 (including the condition precedent of §6.2), 7.3, 8, 9, 10.4, 11.3, 12.3–12.7, 13, 14.3, 15, 16 and 17 survive termination. §6 and §8 survive in full because §12.4(a) invokes them: the accrued balance is paid "on the normal cycle (§8), subject to §6", so the machinery that computes and pays it, and the condition precedent that qualifies it, must both outlive termination. §5 survives so that the accrued balance remains measurable against the rate, base and attribution under which it accrued.

13. Disclaimer, Limitation of Liability and Indemnity

13.1 No warranty. THE PROGRAM, THE TRACKING, THE DASHBOARD, THE REPORTING AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR UNINTERRUPTED OR ERROR-FREE OPERATION. Attribution and reporting depend on tracking technology that can fail, be blocked or be disabled by a browser, a device, a privacy setting or a third party, and Razviel does not warrant that every referral will be tracked. Figures shown in the Affiliate's dashboard are informational estimates, not commitments.

13.2 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OPPORTUNITY, LOSS OF GOODWILL OR REPUTATION, OR THE VALUE OF COMMISSIONS THAT DID NOT ACCRUE, EVEN IF ADVISED OF THE POSSIBILITY.

13.3 Cap — mirrored. RAZVIEL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, UNDER ANY THEORY, IS LIMITED TO THE COMMISSIONS DUE AND PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT; where a claim relates to a specific period, the cap is the amount payable for that period. For this purpose an amount is "payable" as and when the condition precedent of §6.2 is satisfied. The Affiliate's total aggregate liability to Razviel is limited to the same measure, except as provided in §13.4. For the avoidance of doubt, where the claim is that a Commission was wrongly not attributed, not accrued or not paid, the cap is the amount that would have been payable had the Commission been correctly attributed, accrued and paid — the cap is never reduced to nil by the fact that the disputed amount was not treated as payable.

13.4 Carve-out and indemnity. The caps in §13.3 do not apply to the Affiliate's fraud, willful misconduct, or breach of §10 or §11. The Affiliate will defend, indemnify and hold harmless Razviel and its officers, members and service providers against any third-party claim, and any resulting loss, damage, penalty, fine or expense (including reasonable attorneys' fees), arising out of: (a) the Affiliate's promotional content, statements, channels and marketing practices, including any failure to disclose under §10.1; (b) the Affiliate's breach of §10 or §11; (c) any representation about the Services outside §4.3; and (d) the Affiliate's own taxes under §9.3.

13.5 Procedure. The indemnified Party will give prompt written notice, allow the indemnifying Party to control the defense with counsel of its choosing, and cooperate reasonably at the indemnifying Party's expense. No settlement admitting fault on the indemnified Party's part, or imposing a non-monetary or unreimbursed obligation on it, may be made without its prior written consent, not unreasonably withheld.

13.6 Allocation of risk. The Affiliate acknowledges that the commission structure reflects this allocation of risk and that Razviel would not operate the Program on these terms without §§6, 7, 12 and 13.

14. Changes to the Program and to this Agreement

14.1 The Program. Subject to §14.2, Razviel may change the Program at any time, prospectively — including the rate, the commission structure, the attribution method, the maturation period, the payout cadence, the minimum payout, the payout rail, the eligibility rules, the promotional guidelines and the brand assets — and may discontinue the Program in whole or in part. Changes take effect on publication or on the date stated, and apply to referrals attributed and revenue received from that date.

14.2 This Agreement. Razviel may update this Agreement. Non-material changes (clarifications, contact details, structure) take effect on publication with notice. A material change — including to the commission rate or structure, §6, §7, §12.4 or §13 — requires at least thirty (30) days' notice and the Affiliate's active re-acceptance in-product to continue accruing Commissions. Continued participation without active acceptance does not constitute agreement to a material change; an Affiliate who does not accept stops accruing from the effective date, and §7.3 governs what had already accrued.

14.3 A change is never a breach. Modifying or discontinuing the Program, or amending this Agreement under this §14, is not a breach of this Agreement, is not a withdrawal of any vested right, and gives rise to no liability of Razviel (§7.5, §13).

14.4 Acceptance record. Razviel records, for each acceptance, the accepting user, the IP address, the timestamp, the document version and a cryptographic hash of the accepted text. That record is the evidence of acceptance and is retained for the life of the relationship and any applicable limitation period.

15. Time Limit to Bring a Claim

15.1 Twelve months. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM MUST BE BROUGHT WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO IT, AND IS PERMANENTLY BARRED THEREAFTER.

15.2 Savings clause. If the period in §15.1 is held unenforceable in whole or in part, the applicable period is the shortest period permitted by applicable law, and the remainder of this Agreement remains in effect.

16. Governing Law, Forum, Jury and Class Waivers

16.1 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Exclusive forum. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and waive any objection based on venue or inconvenient forum. The Parties have not agreed to arbitration.

16.3 Jury waiver. EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY in any proceeding arising out of or relating to this Agreement.

16.4 Class action waiver. Each Party will bring claims only in its individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. If this §16.4 is held unenforceable, it is severed and the remainder of §16 survives.

16.5 Injunctive relief. Either Party may seek injunctive or equitable relief in the courts of §16.2 to protect its confidential information or intellectual property.

17. General

17.1 Independent businesses. The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, franchise or fiduciary relationship, and neither Party may act for or bind the other (§4.2). The Affiliate is not enrolled in any Razviel benefit plan and receives no employment-type entitlement of any kind.

17.2 Entire agreement. This Agreement, together with the Program Terms, is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous proposals, negotiations, representations and understandings, written or oral. In deciding to enroll, the Affiliate has not relied on any statement, projection, earnings estimate, demonstration or assurance that is not expressly written in this Agreement or the Program Terms.

17.3 No modification by conduct. No course of dealing, usage of trade, or failure to enforce any provision modifies this Agreement.

17.4 No third-party beneficiaries. This Agreement creates rights only between Razviel and the Affiliate. No third party — including any Referred Customer, any prospective customer, any member of the Affiliate's audience, or any personnel or subcontractor of the Affiliate — acquires any right, claim or benefit under it, or any right to enforce it.

17.5 Assignment. The Affiliate may not assign this Agreement, or transfer its Referral Identifier, account or accrued balance, without Razviel's prior written consent. Razviel may assign this Agreement freely, including to an affiliate or in connection with a merger, reorganization or sale of substantially all its assets.

17.6 Notices. Notices to the Affiliate are given by email to the address on its Program account or by in-product notification; notices to Razviel are given to legal@razviel.com and to Razviel's mailing address, 28 Geary St, Ste 650, PMB 671, San Francisco, California 94108, United States. A notice is deemed given: if by email, on the day it is sent, provided the sender does not receive a delivery-failure message; if in-product, when it is displayed; and if by courier or registered post, on documented delivery. It is the Affiliate's responsibility to keep its account email current.

17.7 Severability. If any provision is held unenforceable, it is limited or severed to the minimum extent necessary and the remainder stays in force.

17.8 No waiver. Failure to enforce a provision is not a waiver of it.

17.9 Export and sanctions. The Affiliate represents that it is not located in, or organized under the laws of, a country or region subject to comprehensive U.S. sanctions, is not a person on any U.S. restricted-party list, and will not participate in the Program in violation of export-control or sanctions law.

17.10 Electronic contracting; counterparts. The Parties consent to transact electronically. The click-wrap acceptance of §1.2 and the acceptance record of §14.4 have the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA) and any equivalent law, and satisfy any requirement that this Agreement be in writing or be signed. This Agreement may be executed in counterparts, each of which is an original and all of which together are one instrument.

17.11 Governing language. This Agreement is drafted in English, and the English version controls. Any translation is provided for convenience only and has no legal effect.

17.12 Headings and interpretation. Headings are for convenience. "Including" means "including without limitation". "May pay" and "may" state a faculty of Razviel, never an undertaking.

17.13 No equity or ownership interest. Nothing in this Agreement, in the promotion of the Services, or in any referral grants the Affiliate any equity, share, security, partnership interest, joint-venture interest, profit participation beyond the Commissions expressly provided, or other ownership or economic interest in Razviel, its assets, its customer relationships (§12.5) or its data. Commissions are the complete and exclusive consideration under this Agreement.

17.14 Force majeure. Neither Party is liable for any delay or failure in performance caused by circumstances beyond its reasonable control — including acts of God, natural disaster, war, terrorism, civil unrest, labor disruption, epidemic, governmental action, power or telecommunications failure, and the unavailability, degradation, suspension, change, discontinuation or security incident of any third party on which the Program or the Services depend, including hosting providers, payment processors and the payout rail (§8.9). This §17.14 does not apply to the obligation to pay an amount that is already due, and does not affect §6 (which governs whether a Commission becomes due at all).

Razviel LLC · Delaware · Formed August 18, 2026 · Razviel Affiliate Program Agreement, version v1.0 (2026-08-25)