Tuning Labs Affiliate Program Agreement

Definitions

"Agreement" means this Affiliate Program Agreement, including all Program Policies incorporated herein by reference.

"Tuning Labs" means Tuning Labs LLC, its successors, and permitted assigns.

"Affiliate" means you, the individual or business entity that applies for and is accepted into the Tuning Labs Affiliate Program.

"Qualified Sale" means a new subscription purchase by a customer who (a) reached the Tuning Labs checkout via an Affiliate's tracked link, (b) was not a Tuning Labs customer within the prior 90 days, and (c) whose payment is confirmed and not refunded within the Refund Period.

"Commission" means the monetary amount payable to Affiliate for a Qualified Sale, calculated as a percentage of Net Revenue.

"Net Revenue" means the gross subscription payment actually collected by Tuning Labs, excluding taxes, refunds, chargebacks, and payment processing fees.

"Refund Period" means forty-eight (48) hours from the date of the Qualified Sale. Commissions are held during this period and released upon expiration.

"Tuning Labs IP" means all Tuning Labs trademarks, service marks, trade names, logos, domain names, copyrighted works, and other proprietary materials.

"Promotional Materials" means all content, links, banners, copy, and media provided by Tuning Labs for use by Affiliates.

"Affiliate Code" means the unique alphanumeric identifier assigned to Affiliate for tracking referrals.

"Portal Token" means the unique authentication credential issued to Affiliate upon approval, used to access the Affiliate Portal.

Section 1 — Program Enrollment and Acceptance

1.1 Application. To participate, you must complete and submit the Tuning Labs Affiliate application at tuninglabs.net/portal/affiliate-apply.html ("Application"). Submission of an Application does not guarantee acceptance.

1.2 Approval. Tuning Labs reserves the right, in its sole discretion, to accept or reject any Application for any reason or no reason. Approval may be granted directly by Tuning Labs or by an authorized Master Affiliate acting within the scope of their delegated authority.

1.3 Electronic Agreement. By clicking "I Have Read and Agree" and submitting your typed signature, you (a) confirm that you have read and understood this Agreement in its entirety, (b) agree to be bound by all of its terms, and (c) consent to transact electronically pursuant to the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. § 7001) and applicable state law. Your electronic signature has the same legal force as a handwritten signature.

1.4 Paper Copy Right. You have the right to receive a paper copy of this Agreement. To request one, contact legal@tuninglabs.net. You may withdraw consent to electronic transactions by contacting Tuning Labs in writing; doing so will terminate your participation in the Program.

1.5 Age and Authority. You represent that you are at least 18 years of age and have full legal authority to enter into this Agreement. If entering on behalf of an entity, you represent that you have authority to bind that entity.

1.6 Agreement Version. Tuning Labs maintains a version number and effective date for this Agreement. Your acceptance is tied to the version displayed at the time of signing. Tuning Labs will notify Affiliates of material amendments per Section 20.

Section 2 — Independent Contractor Status

2.1 Affiliate is an independent contractor and not an employee, agent, partner, franchisor, franchisee, joint venturer, or legal representative of Tuning Labs. Nothing in this Agreement shall be construed to create an employment relationship between Tuning Labs and Affiliate.

2.2 Affiliate has no authority to bind Tuning Labs to any contract, representation, warranty, or obligation.

2.3 Affiliate is solely responsible for all federal, state, and local taxes arising from commissions earned, including income tax and self-employment tax (currently 15.3% on net self-employment income). Tuning Labs will not withhold income taxes, Social Security, or Medicare contributions from commission payments. Affiliate should make estimated quarterly tax payments using IRS Form 1040-ES as appropriate.

2.4 Affiliate is not entitled to and shall not receive any employee benefits from Tuning Labs, including but not limited to workers' compensation, unemployment insurance, health insurance, retirement benefits, paid leave, or expense reimbursement.

2.5 Affiliate controls the manner and means by which Affiliate conducts its promotional activities, subject only to the requirements of this Agreement.

Section 3 — Commission Structure

3.1 Standard Commission Rate. Tuning Labs will pay Affiliate a commission at the rate assigned to Affiliate at the time of approval ("Affiliate's Commission Rate") of Net Revenue for each Qualified Sale of Audio Enthusiast, Shop Small, and Shop Large subscription plans. Affiliate's Commission Rate is set at approval and remains locked for the duration of this Agreement unless modified by mutual written consent.

3.2 MasterCorp Commission Rate. For MasterCorp plan subscriptions, Affiliate will receive a commission at Affiliate's assigned MasterCorp Commission Rate of Net Revenue, as specified at the time of approval.

3.3 Recurring Commissions. Commissions apply to every subscription payment collected from a Referred Customer — both the initial payment and all subsequent renewal payments — for as long as the customer maintains an active subscription, unless and until this Agreement is terminated or Tuning Labs modifies the commission structure pursuant to Section 20.

3.4 Attribution. Referrals are attributed using last-click attribution. Tuning Labs's tracking system records the most recent affiliate link click before purchase as the referring Affiliate. Attribution is tied to the Stripe customer record created at checkout and persists for the lifetime of that customer's subscription.

3.5 Cookie / Tracking Duration. Tuning Labs's tracking does not rely solely on cookies. Attribution is captured at the point of checkout session creation. Affiliate links remain attributable without time limit, provided the customer completes purchase in the same checkout session initiated through Affiliate's link.

3.6 No Commission on Self-Referrals. No commission shall be earned on any purchase made by Affiliate, Affiliate's immediate family members, or any entity controlled by Affiliate using Affiliate's own referral link.

3.7 Commission Rate Disclosure. Affiliate's specific Standard Commission Rate and MasterCorp Commission Rate are disclosed to Affiliate upon approval and are viewable at any time from Affiliate's dashboard. These rates are locked at approval and will not change for Affiliate unless modified by mutual written consent, even if Tuning Labs adjusts rates for new affiliates.

Subscription pricing is subject to change. Commission amounts will be recalculated based on the then-current subscription price at the time of each payment. Tuning Labs will provide notice of pricing changes per Section 20.

Section 4 — Payment Terms

4.1 Hold Period. All commissions are subject to a forty-eight (48) hour hold period from the date of the Qualified Sale to allow for refund processing. Commissions are not earned until the hold period expires without a refund or chargeback.

4.2 Payout Timing. Earned commissions (those that have cleared the hold period) are paid within forty-eight (48) hours of Tuning Labs's commission approval cycle. Tuning Labs processes commission approvals daily.

4.3 Minimum Threshold. There is no minimum payout threshold. All earned commissions are paid regardless of amount.

4.4 Payment Methods. Tuning Labs currently supports the following payment methods: PayPal, ACH Direct Deposit, Stripe Connect, and check. Affiliate must configure a valid payout method in the Affiliate Portal before commissions can be disbursed. Tuning Labs is not responsible for delays caused by Affiliate's failure to configure a valid payout method.

4.5 Currency. All commissions are calculated and paid in United States Dollars (USD).

4.6 Clawback. If a customer receives a refund or initiates a chargeback after a commission has been paid, Tuning Labs reserves the right to deduct the corresponding commission amount from future payouts. Affiliate agrees to promptly repay any commission amounts received for orders that are subsequently refunded or charged back.

4.7 Disputed Payments. Affiliate must notify Tuning Labs of any disputed commission calculation within sixty (60) days of the end of the month in which the disputed commission was earned. Disputes not raised within this period are waived.

Section 5 — ACH Payment Authorization

Section 6 — Tax Obligations and Withholding

6.1 Form W-9 Requirement. United States-based Affiliates must submit a completed IRS Form W-9 providing their Taxpayer Identification Number (TIN) before Tuning Labs will issue any payment. Non-US Affiliates must submit IRS Form W-8BEN (individuals) or W-8BEN-E (entities).

6.2 1099-NEC Reporting. Tuning Labs will file IRS Form 1099-NEC for any Affiliate paid six hundred dollars ($600) or more in a calendar year (or such other threshold as may be established by the IRS) and will provide Affiliate with a copy by January 31 of the following year. Affiliate is responsible for reporting all commission income, including amounts below the reporting threshold, on Affiliate's tax return.

6.3 Backup Withholding. If Affiliate fails to furnish a valid TIN on Form W-9, or if Tuning Labs receives notification from the IRS pursuant to its "B" Program (CP2100 notice) that the TIN provided is incorrect, Tuning Labs is required by law to withhold twenty-four percent (24%) of all reportable payments as backup withholding and remit such amounts to the Internal Revenue Service. Tuning Labs shall have no liability to Affiliate for amounts properly withheld pursuant to IRS requirements.

6.4 International Withholding. For non-US Affiliates, Tuning Labs may be required to withhold thirty percent (30%) from payments absent a valid IRS Form W-8 establishing a treaty rate reduction or exemption.

6.5 Self-Reporting. Affiliate acknowledges that Affiliate is solely responsible for (a) reporting all commission income to applicable tax authorities, (b) paying all income taxes, self-employment taxes, and any other taxes arising from participation in the Program, and (c) making quarterly estimated tax payments as required.

Section 7 — Affiliate Obligations and FTC Disclosures

7.1 FTC Disclosure Mandate. Affiliate MUST clearly and conspicuously disclose the material connection between Affiliate and Tuning Labs — specifically, that Affiliate earns a commission on qualifying purchases — in ALL promotional content where Tuning Labs products are mentioned or linked. This requirement applies regardless of platform, including but not limited to: websites, blog posts, social media posts and stories, YouTube videos, podcasts, email newsletters, and sponsored content.

7.2 Required Disclosure Language. Affiliate must use disclosure language substantially similar to the following (exact wording may be adapted for the medium):

7.3 Disclosure Placement. Disclosures must be placed (a) before or adjacent to the affiliate link in text content, (b) at the beginning of audio content before the affiliate mention, (c) in the video itself (not only in the description) for video content, and (d) in a location unavoidable to the audience. Disclosures that require scrolling to find, or that appear only in a terms-of-service page, are insufficient.

7.4 Testimonials and Claims. If Affiliate makes testimonials or performance claims about Tuning Labs's software, Affiliate represents that (a) such claims are truthful and reflect Affiliate's genuine experience, (b) Affiliate has actually used Tuning Labs's software if claiming personal experience, and (c) Affiliate has a reasonable basis for any objective performance claims made.

7.5 Compliance with Laws. Affiliate shall comply with all applicable federal, state, and local laws, regulations, and guidelines, including FTC 16 CFR Part 255 (Guides Concerning Use of Endorsements and Testimonials), the CAN-SPAM Act (15 U.S.C. § 7701), and all applicable privacy laws.

Section 8 — Prohibited Practices

Affiliate is strictly prohibited from engaging in any of the following practices. Violation of any prohibition is grounds for immediate termination and forfeiture of all unpaid commissions:

Traffic and Technical Fraud

• Cookie Stuffing. Placing Tuning Labs affiliate tracking cookies on users' browsers without a genuine, voluntary referral click (e.g., via hidden iframes, 0×0 pixel embeds, forced redirects, or any other surreptitious means).
• Click Fraud / Bot Traffic. Using automated bots, scripts, click farms, headless browsers, or any non-human traffic source to generate artificial referrals or inflate click counts.
• Browser Extension Hijacking. Using browser toolbars, extensions, or plugins that (a) automatically apply affiliate cookies, (b) override existing cookies without user consent, or (c) redirect traffic without the user's affirmative intent.
• Self-Referral. Purchasing a Tuning Labs subscription through Affiliate's own referral link for personal or business use, or directing employees, family members, or controlled entities to do so.

Paid Search and Advertising

• Trademark Keyword Bidding. Purchasing or bidding on any paid search keywords containing "Tuning Labs," "Tuning Labs," "Tuning Labs," "tuninglabs.net," or any confusingly similar variation on any search engine or advertising platform (Google, Bing, Yahoo, Meta, TikTok, etc.).
• Display URL Spoofing. Using any variation of Tuning Labs's domain, name, or trademarks in the display URL or headline of any paid advertisement.
• Coupon Arbitrage. Bidding on "Tuning Labs coupon," "Tuning Labs discount code," "Tuning Labs promo," or similar terms to intercept customers already in Tuning Labs's purchase funnel.
• Unauthorized Coupon Codes. Publishing, distributing, or using coupon or discount codes not officially issued to Affiliate by Tuning Labs in writing.

Email and Spam

• Spam. Sending any unsolicited bulk commercial email promoting Tuning Labs.
• CAN-SPAM Violations. Sending commercial email that lacks a physical mailing address, a functioning unsubscribe mechanism, accurate header information, or that uses deceptive subject lines.
• Failure to Honor Opt-Outs. Failing to process and honor unsubscribe requests within ten (10) business days.
• Email Harvesting. Collecting email addresses through scraping, unauthorized list purchases, or any means that violates applicable law.

Identity and Domain Fraud

• Typosquatting. Registering domain names that are misspellings, transliterations, or variations of Tuning Labs's official domain for affiliate redirect purposes.
• Domain Spoofing. Creating websites that impersonate or are designed to be confused with Tuning Labs's official website.
• False Affiliation Claims. Representing yourself as an employee, official spokesperson, partner, or agent of Tuning Labs.
• Fake Reviews. Publishing fabricated or materially misleading reviews, testimonials, or endorsements without required FTC disclosure.

Incentivized and Manipulative Practices

• Incentivized Clicks. Offering or implying cash, points, gifts, or other consideration to users specifically in exchange for clicking your Tuning Labs affiliate link (as distinct from general loyalty marketing where the incentive is for purchase, not for clicking).
• Cashback Hijacking. Operating cashback or rebate programs that divert existing Tuning Labs customers through affiliate links to generate commission on sales Tuning Labs would have made without affiliate involvement.
• Malware / Adware. Distributing or knowingly promoting software that hijacks browsers, displays unauthorized advertisements, or redirects traffic without user consent.

Content Violations

• Unapproved Performance Claims. Making quantitative performance claims about Tuning Labs's software (e.g., horsepower figures, fuel economy improvements) without prior written approval from Tuning Labs.
• Adult or Illegal Content. Promoting Tuning Labs on platforms or in contexts that feature adult content, illegal activity, hate speech, or unlicensed gambling.
• Unauthorized Sub-Affiliation. Recruiting additional affiliates or sub-affiliates outside of Tuning Labs's authorized referral program structure, or purporting to grant affiliate status to third parties without Tuning Labs's approval.
• Competitive Disparagement. Making false or misleading statements about competitors in Tuning Labs-related promotional content.

Section 9 — CAN-SPAM Compliance

Affiliate agrees to comply with the CAN-SPAM Act of 2003 (15 U.S.C. § 7701 et seq.) and all applicable state and federal laws governing commercial electronic communications. Specifically, Affiliate shall:

• Include accurate "From," "To," and routing information in all commercial emails;
• Use non-deceptive subject lines;
• Include a valid physical postal address of the sender;
• Provide a clear and conspicuous mechanism for recipients to opt out of future emails;
• Honor opt-out requests within ten (10) business days and maintain a suppression list;
• Not charge any fee or require any information beyond an email address to process opt-outs.

Affiliate shall indemnify Tuning Labs for any penalties, damages, or costs arising from Affiliate's failure to comply with this Section.

Section 10 — Intellectual Property License

10.1 License Grant. Tuning Labs grants Affiliate a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Tuning Labs IP solely for the purpose of promoting Tuning Labs's products in accordance with this Agreement and Tuning Labs's then-current brand guidelines.

10.2 Restrictions. Affiliate shall not (a) alter, modify, distort, or create derivative works from any Tuning Labs IP; (b) use Tuning Labs IP in a manner that implies Tuning Labs endorses or sponsors Affiliate's business; (c) register any domain name, social media handle, or trade name incorporating Tuning Labs IP; or (d) use Tuning Labs IP after termination of this Agreement.

10.3 Ownership. All Tuning Labs IP remains the sole and exclusive property of Tuning Labs. All goodwill arising from Affiliate's use of Tuning Labs IP inures exclusively to Tuning Labs. Affiliate acquires no ownership rights or goodwill from use of Tuning Labs IP.

10.4 Post-Termination. Upon termination of this Agreement for any reason, Affiliate shall immediately cease all use of Tuning Labs IP and remove all Tuning Labs promotional materials from Affiliate's platforms and properties.

Section 11 — Termination

11.1 Termination Without Cause. Either party may terminate this Agreement without cause upon thirty (30) days' written notice to the other party (email to Affiliate's registered address or to legal@tuninglabs.net constitutes written notice).

11.2 Immediate Termination for Cause. Tuning Labs may terminate this Agreement immediately and without notice upon: (a) any violation of Section 8 (Prohibited Practices); (b) any violation of FTC disclosure requirements; (c) fraud, misrepresentation, or material breach of this Agreement; (d) criminal activity or conduct Tuning Labs reasonably determines brings disrepute to Tuning Labs; (e) Affiliate's insolvency, bankruptcy, or assignment for the benefit of creditors; or (f) breach of any representation or warranty herein.

11.3 Effects of Termination. Upon termination: (a) Affiliate's license to use Tuning Labs IP immediately terminates; (b) Affiliate must disable all Tuning Labs affiliate links and remove all Tuning Labs promotional content; (c) commissions earned on Qualified Sales completed before the termination date will be paid per normal schedule, subject to the hold period and clawback provisions; (d) future renewal commissions on existing customers cease immediately upon termination.

11.4 Commission Forfeiture. If Tuning Labs terminates this Agreement for cause under Section 11.2, Tuning Labs reserves the right to withhold any unpaid commissions as an offset against damages caused by Affiliate's breach.

11.5 Tuning Labs's Right to Audit. Tuning Labs reserves the right, at any time during or after the term of this Agreement, to audit Affiliate's promotional practices, traffic sources, and referral data to verify compliance with this Agreement.

Section 12 — Representations and Warranties

Affiliate represents and warrants that:

• Affiliate has full legal capacity and authority to enter into and perform this Agreement;
• Performance of this Agreement does not violate any other agreement to which Affiliate is a party;
• Affiliate's promotional platforms and activities do not and will not infringe any third-party intellectual property rights;
• Affiliate's promotional activities comply and will comply with all applicable laws;
• All information provided in the Application is true, accurate, and complete;
• Affiliate will maintain all required FTC disclosures on all promotional content;
• If operating as a business entity, Affiliate is duly organized and in good standing under applicable law;
• Affiliate is not located in, incorporated in, or a national or resident of a country subject to U.S. trade sanctions (OFAC SDN list).

Section 13 — Indemnification

13.1 By Affiliate. Affiliate shall indemnify, defend, and hold harmless Tuning Labs and its officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) Affiliate's promotional activities; (b) Affiliate's violation of this Agreement; (c) Affiliate's violation of any applicable law, including FTC regulations and CAN-SPAM; (d) any third-party claims arising from Affiliate-created content; (e) Affiliate's use of Tuning Labs IP outside the scope of the license; or (f) any false or misleading claims made by Affiliate about Tuning Labs's products.

13.2 By Tuning Labs. Tuning Labs shall indemnify Affiliate against any claim that Tuning Labs's approved Promotional Materials, as used by Affiliate in strict accordance with this Agreement, infringe a third party's registered U.S. intellectual property rights.

Section 14 — Limitation of Liability

14.1 Cap on Liability. Tuning Labs's total aggregate liability to Affiliate for any claim arising from or related to this Agreement shall not exceed the total commissions actually paid to Affiliate during the twelve (12) calendar months immediately preceding the claim.

14.2 Consequential Damages Exclusion. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITY), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Carve-Outs. The limitations in Sections 14.1 and 14.2 do not apply to: (a) Affiliate's indemnification obligations under Section 13.1; (b) either party's liability for fraud or willful misconduct; or (c) either party's liability for infringement of the other's intellectual property rights.

14.4 No Guarantee of Earnings. TUNING LABS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE AMOUNT OF COMMISSIONS AFFILIATE MAY EARN UNDER THIS AGREEMENT. PAST PERFORMANCE OF OTHER AFFILIATES IS NOT INDICATIVE OF FUTURE RESULTS. PARTICIPATION IN THE PROGRAM DOES NOT GUARANTEE ANY INCOME.

Section 15 — Confidentiality

15.1 Affiliate acknowledges that Affiliate's specific commission rates, program terms, and any non-public information about Tuning Labs's technology, pricing strategy, or business operations disclosed during Affiliate's participation constitute Tuning Labs's confidential information. Affiliate shall not disclose such confidential information to any third party without Tuning Labs's prior written consent.

15.2 Tuning Labs shall treat Affiliate's personal and business information, including banking details and tax information, as confidential and shall implement reasonable security measures to protect it.

15.3 Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

Section 16 — Data Protection and Privacy

16.1 Affiliate shall maintain a compliant privacy policy on any website or platform where Affiliate promotes Tuning Labs and collects personal data from users.

16.2 Affiliate is prohibited from selling, renting, or sharing any personal data of Tuning Labs customers or prospective customers obtained in connection with the Program.

16.3 Affiliate shall comply with all applicable privacy laws, including the California Consumer Privacy Act (CCPA/CPRA) and applicable state privacy laws, with respect to any personal data of California or other state residents collected in connection with Tuning Labs promotions.

16.4 If Tuning Labs provides Affiliate with any customer data (e.g., suppression lists), Affiliate may use such data only for the purpose specified by Tuning Labs, shall not retain it beyond the term of this Agreement, and shall notify Tuning Labs within seventy-two (72) hours of any actual or suspected data breach involving such data.

16.5 Affiliate consents to Tuning Labs collecting and processing Affiliate's application data, commission records, signing metadata (IP address, timestamp, device), and tax information as necessary to administer the Program and comply with legal obligations.

Section 17 — Master Affiliate and Sub-Affiliate Structure

17.1 Master Affiliates. Tuning Labs may, at its discretion, designate certain Affiliates as Master Affiliates with authority to recruit, review, and approve Sub-Affiliates under their team. Master Affiliate designation is at Tuning Labs's sole discretion and may be revoked at any time.

17.2 Sub-Affiliate Obligations. Sub-Affiliates are bound by all terms of this Agreement in full. Master Affiliates are not responsible for the conduct of their Sub-Affiliates, but Tuning Labs reserves the right to terminate both Master and Sub-Affiliate accounts if the Master Affiliate knowingly facilitates prohibited practices by Sub-Affiliates.

17.3 7-Day Review Window. Upon a Sub-Affiliate application submitted via a Master Affiliate's referral link, the Master Affiliate has seven (7) days to approve or reject the application. Applications not acted on within seven days are automatically escalated to Tuning Labs for direct review.

17.4 Commission Sharing. Master Affiliates do not receive override commissions on Sub-Affiliates' sales under the current program structure unless Tuning Labs separately notifies Master Affiliates of an override arrangement in writing. Each Affiliate earns commissions only on their own direct referrals.

Section 18 — Governing Law and Dispute Resolution

18.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflicts of law principles.

18.2 Mandatory Arbitration. Any dispute, claim, or controversy arising from or relating to this Agreement, including its formation, performance, or termination, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted virtually or in Birmingham, Alabama. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

18.3 Class Action Waiver. AFFILIATE WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION AGAINST TUNING LABS. ALL DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY.

18.4 Small Claims Exception. Either party may elect to bring qualifying disputes (not exceeding $10,000) in small claims court in lieu of arbitration.

18.5 Injunctive Relief. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, without waiving the right to arbitrate the underlying dispute.

Section 19 — Confidentiality of Commission Rates

Affiliate acknowledges that the specific commission rates, payout timing, and program terms set forth in this Agreement are confidential business information of Tuning Labs. Affiliate shall not disclose any specific financial terms of this Agreement to third parties without Tuning Labs's prior written consent. General descriptions of the program (e.g., "I earn a commission on Tuning Labs sales") are permitted and required for FTC compliance.

Section 20 — Modifications to the Agreement

20.1 Tuning Labs reserves the right to modify, amend, or replace this Agreement at any time. Material changes (including changes to commission rates, payout timing, or prohibited practices) will be communicated to Affiliates via email to the registered contact email address at least thirty (30) days before taking effect.

20.2 Continued participation in the Program after the effective date of any modification constitutes Affiliate's acceptance of the modified terms. If Affiliate objects to a modification, Affiliate's sole remedy is to terminate participation pursuant to Section 11.1.

20.3 Tuning Labs may also incorporate Program Policies (covering specific operational details such as content approval, tracking requirements, or platform-specific rules) by reference. Program Policies may be updated by Tuning Labs with seven (7) days' notice.

Section 21 — Miscellaneous

21.1 Entire Agreement. This Agreement, together with any Program Policies incorporated by reference, constitutes the entire agreement between the parties with respect to the Tuning Labs Affiliate Program and supersedes all prior agreements, representations, and understandings.

21.2 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

21.3 Waiver. Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.

21.4 Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond that party's reasonable control.

21.5 Assignment. Affiliate may not assign or transfer any rights or obligations under this Agreement without Tuning Labs's prior written consent. Tuning Labs may freely assign this Agreement in connection with a merger, acquisition, or sale of substantially all assets.

21.6 Notices. Notices to Tuning Labs shall be sent to legal@tuninglabs.net. Notices to Affiliate shall be sent to the email address provided in the Application.

21.7 No Agency. Nothing in this Agreement creates an agency, partnership, joint venture, or fiduciary relationship between the parties.

21.8 Attorneys' Fees. Each party shall bear its own attorneys' fees and costs unless an arbitrator or court awards otherwise.

Tuning Labs LLC · tuninglabs.net · legal@tuninglabs.net
Agreement Version 2.0 · Effective March 5, 2026