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Affiliate Program Agreement

MAGNATE APP LLC · magnat3.app

Prepared by Antonio Salomone · Founder & CEO · Confidential

This agreement is intended for review by qualified legal counsel prior to distribution or execution.

Version 1.0 — draft for legal review. Effective upon execution.

MAGNAT3 Affiliate Program Agreement

FieldDetails
Affiliate Full Name 
Affiliate Email 
Affiliate Phone 
Agreement Date 
Affiliate Code(assigned upon execution)

1. Parties

This Affiliate Program Agreement (“Agreement”) is entered into between MAGNATE APP LLC, doing business as MAGNAT3 (“Company”), and the individual identified above (“Affiliate”). This Agreement governs the terms under which the Affiliate is authorized to promote the MAGNAT3 Long-Term Vendor Access (LTVA) program and earn commission on qualifying sales.

2. What the Affiliate Is Selling — Critical Understanding

READ THIS BEFORE PROCEEDING.

The MAGNAT3 Long-Term Vendor Access program is a pre-purchase of software subscription access — and nothing else. It is not an investment. It is not a security. It is not a business opportunity. It is not a franchise. It is not a profit-sharing arrangement. The Affiliate’s role is to help service professionals lock in a discounted subscription price before rates increase. The Affiliate must understand and communicate this accurately at all times.

LTVA allows service professionals to pre-purchase years of MAGNAT3 platform subscription access at $280/year — the same access any standard monthly subscriber receives. The sole benefit to the buyer is a locked-in price before MAGNAT3’s monthly rate increases. There is no investment return, no yield, no profit participation, and no financial upside beyond the price savings on a software subscription.

Single-tier program. Affiliates earn commissions only on their own direct, qualifying LTVA sales made using their Affiliate Code. No compensation is paid for recruiting, sponsoring, or enrolling other affiliates. This is not a multi-level marketing, network-marketing, or pyramid program.

3. Affiliate Code & Authorization

Upon execution of this Agreement, the Company will issue the Affiliate a unique referral code (“Affiliate Code”). The Affiliate Code is personal, non-transferable, and may not be shared, sold, or assigned to any third party. The Affiliate Code enables buyers to access the LTVA price of $280/year and is the sole mechanism by which sales are attributed to the Affiliate for commission purposes.

  • The Affiliate Code may only be used to promote LTVA in accordance with this Agreement.
  • The Company may deactivate any Affiliate Code at any time for cause, including breach of this Agreement or violation of applicable law.

4. Commission Structure

TermDetail
LTVA Sale Price (with code)$280/year
Commission Rate28% of $280
Affiliate Earns Per Year Sold$78.40
MAGNAT3 Retains Per Year$201.60
Max Years Per Vendor20 years
Max Commission Per Vendor$1,568.00 (20 × $78.40)
Commission TriggerCompleted, confirmed, non-reversed LTVA purchase using Affiliate Code

5. Legal Compliance — Mandatory Requirements

The Affiliate must comply fully with all applicable federal and state laws governing advertising, marketing, and sales. This section is non-negotiable. Violation of any requirement below is grounds for immediate termination of this Agreement without commission payment.

5A. FTC Disclosure Requirements

The Federal Trade Commission (FTC) requires that anyone who earns compensation for promoting a product disclose that relationship clearly and conspicuously. The Affiliate must:

  1. Clearly disclose their affiliate relationship every time they promote MAGNAT3 or LTVA. Examples of acceptable disclosure: “I earn a commission if you purchase using my code,” “Affiliate link — I get paid if you buy,” or “#ad #affiliate.”
  2. Make the disclosure in plain language that is easy to understand. Disclosures buried in small print, at the bottom of a page, or hidden behind a link do not satisfy FTC requirements.
  3. Not use deceptive subject lines, misleading headlines, or any framing that hides the commercial nature of the promotion.
  4. Follow FTC guidelines on endorsements and testimonials — all claims about LTVA must be truthful, substantiated, and reflect the Affiliate’s genuine opinion where applicable.

5B. Prohibited Representations — Securities & Investment Language

STRICTLY PROHIBITED.

The Affiliate must never describe LTVA or the affiliate commission opportunity in terms that suggest it is an investment, a security, a financial product, a passive income opportunity, or a wealth-building vehicle. Doing so may constitute an unregistered offer or sale of a security under federal law, which carries serious criminal and civil penalties. This prohibition is absolute.

The following language and representations are strictly prohibited in all communications, marketing materials, social media posts, videos, emails, and conversations:

  • “Invest in MAGNAT3” or any variation suggesting LTVA is an investment
  • “Earn passive income,” “earn while you sleep,” or any suggestion that LTVA generates financial returns
  • “Get in early,” “ground floor opportunity,” or language suggesting LTVA appreciates in value
  • “MAGNAT3 will make you money” or any implication of profit beyond subscription price savings
  • Any comparison of LTVA to stocks, bonds, crypto, real estate, or financial instruments
  • “Opportunity to profit” or “return on investment” in any context related to LTVA
  • Any suggestion that the affiliate commission opportunity is a standalone business or income replacement
  • Claims about income potential from affiliate commissions that are not clearly labeled as illustrative and not guaranteed

5C. Accurate Representation of LTVA

The Affiliate must accurately represent LTVA as what it is — a one-time, non-refundable pre-purchase of MAGNAT3 subscription access at a locked price. The Affiliate must communicate all of the following to prospective buyers before any purchase:

  1. LTVA is a pre-purchase of subscription access — the buyer receives the same platform access as any standard monthly subscriber. There are no additional features, privileges, or benefits.
  2. The payment is one-time and non-refundable. Once made, it cannot be reversed or refunded under any circumstances.
  3. There is no auto-renewal. When the purchased years expire, the buyer pays the then-current subscription price.
  4. The $280/year rate applies only to the years purchased. It does not renew and will not be available after the LTVA program closes in 2033.
  5. LTVA is not an investment and generates no financial return. The only benefit is locking in a lower subscription price.

5D. Income Disclosure Requirements

When discussing affiliate commission earnings with prospective affiliates or in any public marketing material, the Affiliate must:

  1. Clearly state that commission earnings are not guaranteed and depend entirely on the Affiliate’s own sales efforts.
  2. Not present income scenarios (such as earning $15,680 from 10 vendors) as typical, expected, or guaranteed results.
  3. Label all income examples as illustrative maximums only, not averages or typical outcomes.
  4. Not imply that becoming an affiliate generates automatic or passive income.

5E. Communications & Platform Compliance

When promoting MAGNAT3 or LTVA, the Affiliate must also comply with:

  • the Telephone Consumer Protection Act (TCPA) and related rules — the Affiliate must not send text messages or place telemarketing calls to prospects without the consent those laws require;
  • the CAN-SPAM Act for all commercial email, including a working opt-out and accurate header and subject lines; and
  • the advertising, disclosure, and endorsement policies of any platform the Affiliate uses (including TikTok, Instagram, YouTube, and Facebook).

6. Affiliate Obligations — General

In addition to the legal compliance requirements above, the Affiliate agrees to:

  1. Promote MAGNAT3 honestly and only in ways that reflect the platform’s actual features and LTVA’s actual terms.
  2. Not engage in spam, unsolicited messaging, or deceptive advertising of any kind.
  3. Not create websites, profiles, or materials that impersonate or misrepresent MAGNAT3.
  4. Not use MAGNAT3’s brand name or trademarks in paid search advertising without prior written approval.
  5. Not make claims about MAGNAT3’s future pricing, valuation, or platform growth that are speculative or unsubstantiated.
  6. Immediately cease any promotional activity upon written notice from the Company if the Company determines that the Affiliate’s methods are non-compliant.

7. Company Obligations

The Company agrees to: (a) issue a functional Affiliate Code upon execution; (b) accurately track all qualifying LTVA sales made using the Affiliate’s code; (c) pay commissions on qualifying sales per the agreed payment schedule; and (d) provide reasonable notice of any material changes to the LTVA program, commission structure, or program close date.

8. Term & Termination

This Agreement is effective upon execution and continues until terminated. Either party may terminate with fourteen (14) days written notice. The Company may terminate immediately for cause, including but not limited to: fraudulent activity, material breach, violation of the legal compliance requirements in Section 5, or misuse of the Affiliate Code. Commissions earned on completed, confirmed sales prior to termination will be paid per the agreed schedule. No commissions are payable on sales made after the termination date.

9. Program Close Date

The LTVA program is scheduled to close permanently to new sales on or before December 31, 2033. After this date, no new LTVA purchases will be accepted and no new affiliate commissions will be generated. Commissions on sales completed before the close date will be honored.

10. Intellectual Property

The Affiliate is granted a limited, non-exclusive, non-transferable license to use MAGNAT3’s name and approved marketing materials solely for authorized LTVA promotion. The Affiliate may not modify MAGNAT3’s branding or use it for any other purpose without prior written consent.

11. Confidentiality

The Affiliate agrees to keep confidential all non-public information shared by the Company, including pricing strategy, commission structures, user data, and business plans. This obligation survives termination of this Agreement.

12. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless MAGNATE APP LLC and its officers, members, and agents from any claims, damages, losses, or expenses (including attorneys’ fees) arising out of or related to the Affiliate’s promotional activities, misrepresentations, or violation of any applicable law, including FTC regulations and securities laws.

13. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THE COMPANY’S TOTAL LIABILITY TO THE AFFILIATE SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

14. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. Disputes shall first be submitted to good-faith mediation. If mediation fails, disputes shall be resolved by binding arbitration under the rules of the American Arbitration Association, seated in New York. The prevailing party is entitled to reasonable attorneys’ fees and costs.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the MAGNAT3 Affiliate Program and supersedes all prior negotiations or representations. Amendments must be in writing and signed by both parties.

16. Independent Contractor Status

The Affiliate is an independent contractor, not an employee, agent, partner, or joint venturer of the Company, and has no authority to bind the Company or make representations on its behalf. The Affiliate is solely responsible for its own taxes and expenses; the Company will issue a Form 1099 where required by law.

17. Commission Payment & Clawback

Commissions are earned only on completed, confirmed LTVA sales made with the Affiliate’s code that have not been refunded, reversed, or charged back. The Company will pay earned commissions monthly, net thirty (30) days after the end of the month in which the sale cleared any applicable refund or chargeback window, subject to a minimum payout threshold of $50 (amounts below the threshold roll over to the next period). If a sale is later refunded, reversed, or charged back, the related commission is not earned and will be deducted from future payouts or, if none are pending, repaid by the Affiliate. (Payment timing, threshold, and method are proposed defaults — confirm before use.)

18. General Provisions

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect.

No Waiver. A party’s failure to enforce any provision is not a waiver of its right to enforce it later.

Notices. Notices to the Company may be sent to Magnat3@magnat3.app; notices to the Affiliate will be sent to the email on file.

Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

Counterparts & Electronic Signature. This Agreement may be executed electronically and in counterparts, each deemed an original and which together constitute one agreement.

Acknowledgment Before Signing

By signing below, the Affiliate confirms: (1) They have read and understood this entire Agreement. (2) They understand that LTVA is a software subscription pre-purchase — not an investment, security, or financial product. (3) They will comply with all FTC disclosure requirements and will not use investment or income-opportunity language when promoting LTVA. (4) Violation of the legal compliance requirements in Section 5 may result in immediate termination without payment and potential personal legal liability.

Execution

MAGNAT3 (MAGNATE APP LLC)

_______________________________
Authorized Signature — Antonio Salomone, Founder & CEO

_______________________________
Date

AFFILIATE

_______________________________
Affiliate Full Legal Name (Print)

_______________________________
Affiliate Signature

_______________________________
Date

_______________________________
Affiliate Email Address

This document has been prepared for review by qualified legal counsel. MAGNAT3 recommends this agreement be reviewed by a licensed attorney before distribution or execution. Nothing in this document constitutes legal advice.