Affiliate Program Terms of Service

1. Acceptance of these Terms

These Terms of Service (these "Terms") govern your participation in the Tangerine Star Affiliate Program (the "Program"). By applying for, enrolling in, or participating in the Program — including by generating or sharing a referral link or QR code — you agree to these Terms and to the Tangerine Star Privacy Policy. If you do not agree, do not participate in the Program.

If you enroll on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" includes that entity.

2. Definitions

"Affiliate" (also "you") means a person or entity approved to participate in the Program.

"Merchant Affiliate" means an Affiliate who has an active, paid Tangerine Star subscription during the relevant period.

"Influencer Affiliate" means an Affiliate who does not have an active Tangerine Star subscription.

"Referred Account" means a new merchant account that signs up for a paid Tangerine Star subscription using your Referral Link, and whose attribution to you is recorded by our system at signup.

"Referral Link" means the unique link, QR code, or referral token we make available to you through the affiliate portal.

"Commission" means the amount you accrue under §6 on the subscription fees actually collected from your Referred Accounts.

"Subscription Fee" means the recurring subscription amount actually collected by Tangerine Star from a Referred Account, excluding taxes, hardware, shipping, discounts, credits, refunds, and chargebacks.

3. The Program; single-tier; not an MLM

The Program lets approved Affiliates earn a Commission when merchants they personally refer sign up for and pay for a Tangerine Star subscription.

The Program is single-tier and direct-only. You earn only on merchants you directly refer. There is no second-level, override, or downline commission on merchants that your referrals in turn bring in. There is no fee to join and no purchase required to participate. The Program is an affiliate referral program, not a multi-level marketing program, business opportunity, or investment. We make no representation that you will earn any particular amount, or any amount at all.

4. Eligibility, registration, and identity

To participate you must (a) be at least 18 years old; (b) provide accurate, current, and complete information and keep it updated; (c) comply with these Terms and all applicable laws; and (d) not be barred from receiving our services or payments under applicable sanctions or export-control laws.

Approval of any application, and suspension or termination of any account, is at our sole discretion. We may require identity verification, and — as a condition of receiving cash payments — completion of payment-processor onboarding and verification (see §7). You are responsible for the confidentiality of your account credentials and for all activity under your account.

5. Affiliate types and Commission rates

Your Commission rate is determined by your status in each accrual month:

• Merchant Affiliate — 20%. If you have an active, paid Tangerine Star subscription in the accrual month, your rate is 20% of the Subscription Fee collected from each of your Referred Accounts that month.
• Influencer Affiliate — 10%. If you do not have an active subscription, your rate is 10%.

Your rate is re-evaluated every month from your then-current status. If your own subscription lapses, you accrue at the 10% rate for months in which it is inactive; if you reactivate, you return to 20% from the reactivation month forward. A subscription that is fully offset by your accrued affiliate credit still counts as active for this purpose (you keep the 20% rate). We may change Program rates prospectively on notice under §16.

6. Referral attribution and Commission calculation

Attribution. When a new merchant completes a paid signup using your Referral Link, that account is attributed to you, and the attribution is permanent and cannot be changed afterward. Signups without a valid referral token are recorded as organic and earn no Commission. A signup that resolves to your own person or account (self-referral) is rejected and recorded as organic.

Monthly accrual. Commission accrues monthly, computed as your applicable rate multiplied by the Subscription Fee actually collected from each Referred Account that month, and only for months in which the Referred Account is active.

Hardware excluded. No Commission accrues on hardware (including any Seymour device), shipping, taxes, or non-subscription charges.

Annual plans prorated. For a Referred Account on an annual plan, Commission accrues in twelve equal monthly increments (one-twelfth of the commissionable annual amount per active month), not as a lump sum on the annual invoice.

Lapse stops accrual. If a Referred Account lapses, cancels, or otherwise becomes inactive, accrual stops immediately (including remaining increments of an annual plan). Accrual resumes from reactivation, with no back-payment for inactive months.

Refunds and chargebacks (clawback). If a charge underlying accrued Commission is refunded, reversed, or charged back within our clawback window, the corresponding Commission is reversed and your balance is adjusted accordingly. We may withhold, offset, or recover Commission affected by suspected fraud, abuse, refund, chargeback, or non-payment.

Commission amounts and rates shown in the portal are estimates until matured and settled, and are subject to the adjustments described above.

7. Payment, settlement, and verification

Settlement path depends on your type.

• Merchant Affiliates settle credit-first. Your matured earnings are applied first as a credit against your own Tangerine Star subscription charges. Applying credit does not require payment-processor onboarding or identity verification. If your earnings exceed your subscription cost, the surplus is held as a withdrawable balance.
• Influencer Affiliates settle in cash. Because there is no subscription to credit, your earnings are payable only as cash.

Cash withdrawals require verification. Cash is disbursed only through our payment processor (Stripe Connect) and only after you complete its identity/KYC verification. A Merchant Affiliate needs to verify only to withdraw a cash surplus; an Influencer Affiliate must verify before any payout. Until you are verified, your balance continues to accrue but is held as a withdrawable balance and no transfer is made.

Cycle and records. Settlement runs on a monthly cycle. We maintain the ledger of accruals, credits, withdrawals, and clawbacks, and the portal reflects your current and historical balances.

No fiduciary or escrow relationship. We act solely as Program operator. We are not your trustee, fiduciary, escrow agent, or partner, and no such relationship is created by the Program. We are not liable for a payment processor's decisions, delays, or verification requirements.

Taxes. You are solely responsible for all taxes on your earnings. We may require tax documentation (e.g., a W-9 or W-8) before paying you and may issue information returns (e.g., a 1099) as required by law. You are responsible for your own tax reporting.

8. How you MAY promote Tangerine Star

We want you to share your genuine enthusiasm. You may, consistent with these Terms:

• Recommend Tangerine Star through your own personal and business channels — your website, blog, newsletter, podcast, social media accounts, in-person conversations, and your own customer relationships — as your own honest, first-person recommendation.
• Describe your real experience with the product and link to Tangerine Star using your Referral Link.
• Make truthful, non-misleading statements about Tangerine Star, and refer to Tangerine Star by name to identify the product you are recommending (nominative reference).
• Use Tangerine Star brand assets, promotions, claims, or creative materials only as expressly provided or approved by us in writing for affiliate use (see §10).

The spirit of the Program is your authentic, direct advocacy. The restrictions in §9 exist to keep your promotion genuinely yours and to prevent uses that would confuse the market about who is speaking or trade on our brand in ways we have not approved.

9. How you MAY NOT promote — prohibited conduct

You agree that you will not, directly or indirectly:

(a) Misrepresent your relationship with us. You may not state or imply that you are a Tangerine Star employee, agent, representative, spokesperson, or official partner, that you speak for or on behalf of Tangerine Star, or that your statements are those of Tangerine Star. You are an independent participant (see §13) and must not create apparent authority to bind or commit Tangerine Star.

(b) Bid on our brand in paid search / use our marks in paid advertising. You may not purchase, bid on, or use "Tangerine Star," our other trademarks, our product names, or any confusingly similar terms, misspellings, or variants as keywords or in the text, display URL, or copy of any paid search, pay-per-click, social, or other paid advertising campaign. You may not run paid ads that promote your affiliation with Tangerine Star or that direct to your Referral Link, except where we have given specific prior written approval.

(c) Use our content or promotions we have not approved. You may not use, modify, reproduce, or distribute Tangerine Star logos, trademarks, copy, images, pricing claims, promotional offers, discount codes, or other creative or promotional materials unless we have independently approved that specific use in writing. You may not make product, pricing, or performance claims on our behalf without our prior written approval and supporting evidence.

(d) Run third-party or syndicated campaigns. You may not deploy our brand, Referral Links, or Program benefits in third-party advertising networks, media-buying campaigns, co-branded campaigns, paid placements, or any campaign operated by or for someone other than you in your personal/business capacity, without our prior written approval. The Program is for your direct recommendation, not for resyndication.

(e) Sub-affiliate or extend the Program to others. You may not onboard, recruit, compensate, subsidize, or provide Program benefits, referral attribution, or our commission economics to any other person or platform; act as a proxy, intermediary, sub-affiliate, network, or technology provider that extends the Program to third parties; or operate cashback, rebate, loyalty, coupon-syndication, or incentive schemes funded by Program earnings. (Consistent with the single-tier, direct-only design in §3.)

(f) Register confusingly similar names. You may not register or use any domain name, social handle, app name, or business name that contains or is confusingly similar to "Tangerine Star" or our trademarks (including misspellings or phonetic equivalents).

(g) Spam or use deceptive distribution. You may not promote through unsolicited bulk email, SMS, or messaging; through "cookie stuffing," forced clicks, pop-unders, malware, toolbars, or browser extensions; or through any deceptive, automated, or non-genuine distribution method.

(h) Generate fraudulent or non-genuine referrals. You may not self-refer, create fake or duplicate accounts, incentivize sign-ups in violation of these Terms, or otherwise manipulate attribution or Commission.

(i) Violate law or third-party rules. You may not promote in any way that violates applicable law, advertising regulations, or the terms of any platform you use.

A violation of this §9 is a material breach. We may immediately suspend or terminate your account, withhold or reverse Commission, disqualify you from the Program, and pursue any other remedy available at law or in equity, including injunctive relief (see §14, §17).

10. Limited brand license

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use only those Tangerine Star names, logos, and materials we expressly make available for affiliate use, solely to promote Tangerine Star under §8 and in accordance with any brand guidelines we provide. All goodwill from your use inures to us. We may revoke this license or require you to modify or remove any use at any time, in our sole discretion. All rights not expressly granted are reserved. You acquire no ownership in our intellectual property.

11. Confidentiality

Non-public information you receive through the Program — including commission rates, unreleased promotions, performance data, and program mechanics — is confidential. You will not disclose or use it except to participate in the Program. This obligation survives termination.

12. Term; suspension; termination

These Terms apply for as long as you participate. Either party may terminate at any time. We may suspend or terminate your participation, withhold or reverse Commission, and revoke your Referral Links at any time, with or without notice, for any reason, including suspected breach, fraud, or conduct harmful to us, other users, or third parties. On termination, unmatured and unsettled Commission may be forfeited, and Commission tied to a breach or to fraudulent, refunded, or charged-back activity is forfeited. Sections that by their nature should survive (including §§6–7 as to amounts already accrued, 9, 10, 11, 13–17) survive termination.

13. Independent relationship

You are an independent participant. Nothing in the Program creates an employment, agency, partnership, joint-venture, or franchise relationship between you and Tangerine Star. You have no authority to act for, bind, or incur any obligation on behalf of Tangerine Star, and you must not represent otherwise (see §9(a)). You are responsible for your own taxes, expenses, and compliance.

14. Compliance with advertising law and FTC disclosure

You must comply with all laws and regulations governing endorsements, testimonials, and advertising, including the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials and its guidance for social-media influencers. Whenever you promote Tangerine Star, you must clearly and conspicuously disclose your material connection to Tangerine Star (for example, that you earn a commission) — at or near the beginning of the relevant content, in the same form as the content (visual, audible, or both), for every post, link, or campaign. Your statements must reflect your honest views and actual experience. You are solely responsible for these disclosures and for any liability arising from your failure to make them.

15. Disclaimers; limitation of liability; indemnification

Disclaimer. The Program and the affiliate portal are provided "as is" and "as available," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by law. We do not warrant any level of traffic, conversions, or earnings.

Limitation of liability. To the fullest extent permitted by law, Tangerine Star will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, goodwill, or data. Our total aggregate liability arising out of or relating to the Program will not exceed the total Commission paid to you in the twelve (12) months preceding the event giving rise to the claim.

Indemnification. You will defend, indemnify, and hold harmless Tangerine Star and its affiliates, officers, directors, employees, and agents from any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your participation in the Program, your promotional methods, your content and statements, your breach of these Terms, or your violation of any law or third-party right.

16. Changes to the Program and these Terms

We may modify the Program or these Terms at any time. Changes to Commission rates or material terms apply prospectively. We will provide notice (including by posting the updated Terms or by electronic notice to you). Your continued participation after a change takes effect constitutes acceptance. If you do not agree, your sole remedy is to stop participating.

17. Governing law; dispute resolution

These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. Except where prohibited, any dispute arising out of or relating to these Terms or the Program will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Seattle, Washington, on an individual basis only — you and Tangerine Star waive any right to a jury trial and to participate in any class, collective, or representative proceeding. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, and any non-arbitrable dispute will be resolved exclusively in the state or federal courts located in King County, Washington, to whose jurisdiction the parties consent.

18. General

These Terms (with the documents they reference) are the entire agreement between you and Tangerine Star regarding the Program and supersede prior agreements on the subject. We may assign these Terms; you may not assign without our consent. If any provision is held unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. We are not liable for failures caused by events beyond our reasonable control (force majeure). We may give notices to you electronically, including to your account email.

19. Contact

Questions about the Program or these Terms: info@tangerinestar.com · Tangerine Star Inc., 2510 6th Ave, Unit 2607, Seattle, WA 98121.