Drone PRO Zone Affiliate Program Terms
Last Updated: 25 May 2025

This Affiliate Agreement ("Agreement") is entered into as of the date of acceptance ("Effective Date") by and between Comprive Limited Inc., doing business as Drone PRO Zone, ("Company"), and the individual or entity accepting the terms of this Agreement ("Affiliate"). Company and Affiliate may be referred to individually as a "Party" and collectively as the "Parties."

This Agreement outlines the terms and conditions under which Affiliate will promote Company's products or services in exchange for compensation. The Parties agree as follows:

1. Definitions
For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1.1 "Affiliate Program"
Refers to the marketing program established by Company, wherein Affiliate promotes Company's products or services in exchange for Commission.

1.2 "Commission"
The compensation earned by an Affiliate based on Qualifying Transactions as defined in this Agreement.

1.3 “Commissionable Products”
Specific products or services that are eligible for Commissions if part of a Qualifying Transaction. The current listing of Commissionable Products, as may be amended by the Company, from time to time, is posted in Appendix A.

1.4 "Tracking Link"
The unique URL, code, or identifier assigned to Affiliate to track referrals and Qualifying Transactions.

1.5 "Qualifying Transaction"
A completed sale, lead, or other designated action resulting from Affiliate's promotional efforts that meets all criteria specified in this Agreement.

1.6 "Marketing Materials"
Any text, images, links, banners, or other content provided by Company to Affiliate for use in promotional activities.

1.7 “Referral”
A visitor to the Company’s website that arrives via use of an Affiliate’s personal Referral Link, or other method, as the Company may so authorize.

2. Referral Tracking

2.1 Tracking Link
The Company assigns each Affiliate a Tracking Link to use when promoting the Company to potential customers. When a user visits the Company’s website by way of the Affiliate’s Tracking Link, a Cookie is placed in their browser that contains all the relevant tracking information the company requires.

2.2 Cookies
The Cookies used by the Company, to track and link Affiliate’s referrals. A cookie with a set duration will be placed on users' devices when they click on Affiliate's Tracking Link. If a user completes a Qualifying Transaction within this period, and the Cookie is still present on the device, the Affiliate will earn any associated Commission, even if the user does not complete the transaction during their initial visit. The current Cookie Duration, as may be amended by the Company, from time to time, is posted in Appendix A.

2.3 Referral Attribution
Since the same user may be referred to the Company by different Affiliates prior to completing a Qualifying Transaction, the Company establishes an Attribution Policy as to which Affiliate is to be credited with the Referral. The current Attribution Policy, as may be amended by the Company, from time to time, is posted in Appendix A.

3. Commissions

3.1 Commission Rates
Affiliate shall receive a commission for each Commissionable Product in a Qualifying Transaction. Commissions may be designated as a fixed amount or as a percentage of the net sale price (excluding taxes, shipping, handling fees, and returns/refunds). The current listing of Commissionable Products and Rate, as may be amended by the Company, from time to time, is posted in Appendix A.

3.2 Enhance Incentives
Company may, at its sole discretion, offer additional incentives to some or all of its Affiliates. These incentives will be communicated separately and, where different, will supersede the terms stated in Appendix A.

3.3 Commission Eligibility
The Company, at its sole discretion, may determine which Qualifying Transactions are eligible for commissions, at what rates, and for which Affiliates. In general, these transactions must:
- Be initiated through Affiliate's Tracking Link or other specified means
- Be completed and fully paid for by the customer
- Not be canceled, returned, or refunded
- Comply with all terms of this Agreement

3.4 Commission Holding Period
Commissions earned will remain “Pending” until the end of the designated Commission Holding Period. When the Commission Holding Period expires, Pending Commissions become categorized as “Unpaid”. The current duration of this period, as may be amended by the Company, from time to time, is posted in Appendix A.

4. Payment Terms

4.1 Payment Schedule
Commissions will be processed for payment by Company before the end of first full calendar month following the expiration of the applicable Commission Holding Period; when the Commissions changed from Pending to Unpaid.

4.2 Minimum Payment Threshold
Unpaid Commissions will be eligible for payment when the Affiliate’s Unpaid Commission balance, at the end of the previous month, meets or exceeds a Minimum Payment Threshold. If the balance is below this threshold, it will be carried forward to the next payment period. The current Minimum Payment Threshold, as may be amended by the Company, from time to time, is posted in Appendix A.

4.3 Payment Method
Payments will be made to the Affiliate’s PayPal account. Affiliate is responsible for securing and maintaining a PayPal account and for providing the Company with accurate payment information.

4.4 Taxes
Affiliate is solely responsible for all tax liabilities arising from Commissions earned. Company will not withhold taxes from Affiliate payments.

4.5 Chargebacks and Refunds
If a transaction results in a chargeback or refund after Commission has been paid, Company reserves the right to deduct the corresponding Commission amount from future payments to Affiliate.

5. Responsibilities of Company

5.1 Marketing Materials
Company shall provide Affiliate with appropriate marketing materials, including but not limited to product descriptions, banners, text links, and other promotional content.

5.2 Product/Service Access
Company may, at its discretion, provide Affiliate with access to products or services for review purposes.

5.3 Technical Support
Company shall provide reasonable technical support to assist Affiliate with questions regarding the Affiliate Program.

5.4 Activity Tracking and Reporting
Company shall track Affiliate's performance and provide regular reports detailing referred visits, conversions, and commissions earned. Affiliate will have access to this data through a designated portal or reporting system.

6. Responsibilities of Affiliate

6.1 Membership Account
Affiliate shall secure and maintain a free or paid membership with the Company. Access to the Affiliate Portal is only provided from within Affiliate's membership account dashboard.

6.2 Promotion
Affiliate shall use commercially reasonable efforts to market and promote Company's products or services using approved Marketing Materials and methods.

6.3 Compliance
Affiliate shall comply with all applicable laws, regulations, and guidelines, including but not limited to advertising laws, data protection regulations, and FTC disclosure requirements.

6.4 Disclosure
Affiliate must clearly disclose their affiliate relationship with Company in all promotional content as required by applicable laws and regulations, including the Federal Trade Commission guidelines.

6.5 Prohibited Activities
Affiliate shall not:
- Engage in spamming or send unsolicited emails
- Make false or misleading claims about Company or its products/services
- Bid on Company's trademarks or brand terms in paid search campaigns without prior written approval
- Engage in any fraudulent, deceptive, or unethical marketing practices

7. Duration and Termination

7.1 Term
This Agreement shall commence on the Effective Date and continue until terminated by either Party in accordance with the terms herein.

7.2 Termination Without Cause
Either Party may terminate this Agreement without cause by providing 10 days’ notice to the other Party.

7.3 Termination With Cause
Company may terminate this Agreement immediately upon written notice if Affiliate:
- Breaches any term of this Agreement
- Engages in fraudulent or deceptive practices
- Damages Company's reputation or brand
- Fails to maintain an active membership with the Company in accordance with paragraph 4.1.
- Fails to generate any Qualifying Transactions for 12 consecutive months

7.4 Effect of Termination
Upon termination:
- Affiliate shall cease all promotion of Company's products/services
- Affiliate shall remove all Marketing Materials from their platforms
- Company shall pay any outstanding Commissions earned prior to termination, subject to the terms of this Agreement
- Sections pertaining to confidentiality, intellectual property, and indemnification shall survive termination

8. Intellectual Property

8.1 Ownership
Company retains all rights, title, and interest in its trademarks, logos, products, services, and Marketing Materials. Nothing in this Agreement transfers ownership of any intellectual property to Affiliate.

8.2 Limited License
Company grants Affiliate a non-exclusive, non-transferable, revocable license to use the Marketing Materials solely for the purpose of promoting Company's products or services under this Agreement.

8.3 Restrictions
Affiliate shall not:
- Modify any Marketing Materials without Company's prior written consent
- Use Company's intellectual property in a manner that may damage, dilute, or negatively affect Company's brand
- Register any domain names containing Company's trademarks or similar variations

9. Confidentiality

9.1 Confidential Information
Each Party may disclose certain confidential and proprietary information to the other Party. Such information includes, but is not limited to, business strategies, customer data, financial information, and trade secrets.

9.2 Protection Obligations
Each Party agrees to:
- Maintain the confidentiality of the other Party's confidential information
- Use such information solely for the purposes of fulfilling obligations under this Agreement
- Implement reasonable security measures to protect such information
- Not disclose such information to third parties without prior written consent

9.3 Duration of Obligations
Confidentiality obligations shall remain in effect during the term of this Agreement and for years following termination.

10. Legal and Compliance

10.1 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

10.2 Indemnification
Affiliate shall indemnify, defend, and hold harmless Company from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from Affiliate's breach of this Agreement or violation of any laws or third-party rights.

10.3 Limitation of Liability
Neither Party shall be liable for any indirect, incidental, special, punitive, or consequential damages arising out of this Agreement. Company's total liability under this Agreement shall not exceed the average monthly amount of Commissions paid to Affiliate during the three months preceding the claim.

10.4 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Florida, without regard to its conflict of laws principles.

10.5 Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiations between the Parties. If such negotiations fail, the dispute shall be submitted for resolution to a mutually approved mediator in the State of Florida, whose cost shall be born equally between the Parties.

11. General Provisions

11.1 Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral.

11.2 Amendments
Modifications to this Agreement must be made in writing and signed by both Parties.

11.3 Assignment
Affiliate may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to any successor or affiliate.

11.4 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11.5 Notices
All notices may be made via email to the address Affiliate has established for his account with the Company, and for the Company, to admin@droneprozone.com.

12. Signatures
By electronically accepting this Agreement, the Affiliate acknowledges that they have read, understood, and agreed to be bound by the terms and conditions of this Agreement; as does the Company.

Appendix A
Last updated 25 May 2025