Affiliate Partner Program Agreement
theTop Holdings Inc.
1. Agreement Overview
1.1 Purpose of Agreement
This Affiliate Partner Program Agreement is entered into between theTop Holdings Inc. and its affiliates (“Company,” “we,” “us,” or “our”) and the party applying to participate in the Partner Program (“Partner” or “you”).
This Agreement governs your participation in the theTop Affiliate Partner Program (“Partner Program”). Participation in the Partner Program requires acceptance of this Agreement.
1.2 Program Updates
The Company may update or modify this Agreement periodically. Updates may occur if the Partner Program changes, evolves, or becomes part of another Company program.
When changes occur the Company will notify Partners electronically which may include notification through the Affiliate Tool or by email.
If you do not agree to an update you may terminate your participation in the Partner Program as described in this Agreement.
1.3 Affiliate Tool
For the purposes of this Agreement the “Affiliate Tool” refers to the software platform made available by the Company for the management of referrals, tracking, and compensation under the Partner Program. This platform may include systems such as PartnerStack or other partner management platforms designated by the Company.
2. Non Exclusivity
2.1 Independent Promotion
This Agreement does not create an exclusive relationship between the Company and the Partner. Both parties may promote or work with other products, services, partners, or referral programs without restriction.
3. Partner Acceptance
3.1 Application Process
You must submit an application to participate in the Partner Program. The Company will review applications and may approve or reject them at its sole discretion.
3.2 Additional Information
The Company may request additional information, conduct background checks, or require completion of onboarding requirements before accepting an application.
3.3 Acceptance Notification
If you are accepted into the Partner Program you will receive notice through the Affiliate Tool or by email. The terms of this Agreement will apply immediately upon acceptance.
3.4 Application Expiration
If you are not notified of acceptance within thirty days of submission your application may be considered declined.
3.5 Onboarding Requirements
Failure to complete required onboarding steps within thirty days of acceptance may result in immediate termination of participation in the Partner Program.
4. Customer Transactions
4.1 Referral Tracking
The Company may provide referral links, codes, or other tracking mechanisms through the Affiliate Tool. A referral will only be considered eligible if it is properly tracked through Company designated systems.
4.2 Attribution Rules
Eligibility windows, attribution rules, locking periods, and payout eligibility are defined and managed through the Affiliate Tool or related Partner Program policies.
4.3 Program Modifications
The Company reserves the right to modify attribution rules, eligibility requirements, or program mechanics at any time.
5. Eligibility Requirements
5.1 Requirements for Referral Eligibility
A Partner may only receive referral compensation if all of the following conditions are satisfied
The referral is recorded and validated through the Affiliate Tool
The referral results in a completed customer transaction with the Company
The Partner remains in good standing under this Agreement
All eligibility conditions within the Affiliate Tool or Partner policies are satisfied
5.2 Invalid Referrals
Referral compensation may be denied or reversed if
The referral was generated through fraudulent or misleading methods
The referral violates any applicable law or regulation
The referral was generated through prohibited marketing practices
The referred customer was already engaged in the Company sales process
The referral was generated through prohibited automated systems or deceptive traffic practices
The Company retains sole authority to determine the validity of referrals and compensation eligibility.
6. Partner Requirements
6.1 Professional Conduct
Partners agree to promote the Company and its services in a professional and ethical manner.
6.2 Compliance with Laws
Partners must comply with all applicable laws and regulations including advertising disclosure requirements.
6.3 Accuracy of Representations
Partners may not make false, misleading, or unauthorized statements about the Company or its services.
6.4 Account Information
Partners must maintain accurate information within the Affiliate Tool.
6.5 Disclosure of Relationship
Partners must disclose their referral relationship with the Company where required by law.
7. Advertising and Brand Bidding Restrictions
7.1 Paid Advertising Restrictions
Partners may not bid on or purchase advertising using the Company name, trademarks, product names, domain names, or confusingly similar variations in search engines, social media platforms, or advertising networks without prior written consent from the Company.
7.2 Impersonation Restrictions
Partners may not create advertisements, domains, or landing pages that impersonate the Company or create the appearance of being an official Company website.
7.3 Enforcement
The Company reserves the right to require immediate removal of advertisements that violate this section.
Violations may result in termination from the Partner Program and forfeiture of pending referral compensation.
8. Prohibited Traffic Sources and Automated Promotion
8.1 Automated Traffic
Partners may not generate referrals through automated systems, bots, scripts, artificial traffic generation, or deceptive marketing techniques.
8.2 Spam and Unsolicited Messaging
Partners may not use unsolicited bulk messaging, spam email campaigns, automated messaging systems, or similar practices that violate applicable laws or platform policies.
8.3 Artificial Content Networks
Partners may not create networks of low quality websites, automated content sites, or artificially generated pages designed primarily to generate referral traffic.
8.4 Manipulative Techniques
Traffic generated through misleading redirects, forced clicks, hidden links, browser extensions, or similar manipulation techniques is prohibited.
The Company reserves the right to determine whether any traffic source violates this section.
9. Fraud Prevention and Commission Reversal
9.1 Fraud Investigation
The Company reserves the right to investigate any referral activity that appears fraudulent or abusive.
9.2 Commission Reversal
If the Company determines that a referral or customer transaction was generated through fraud, manipulation, violation of this Agreement, or violation of applicable law, the Company may deny or reverse any associated referral compensation.
9.3 Refunds and Chargebacks
Compensation may also be reversed if a customer transaction is cancelled, refunded, disputed, or determined to be invalid.
9.4 Payment Offset
The Company may offset reversed amounts against future payments owed to the Partner.
10. Authority
10.1 No Agency Relationship
Partners are not authorized to resell Company services unless explicitly authorized in a separate written agreement.
10.2 No Binding Authority
Partners may not represent themselves as agents, employees, or legal representatives of the Company.
Partners may not enter into agreements or obligations on behalf of the Company.
11. Referral Acceptance
11.1 Company Discretion
The Company reserves sole discretion to determine whether a referral is valid and eligible.
11.2 Referral Rejection
A referral may be rejected if
The referred party is already a Company customer
The referred party is already engaged in an active sales process
The referral information is incomplete or inaccurate
The referral violates Company program policies
12. License to Use Marketing Materials
12.1 Limited License
Subject to compliance with this Agreement the Company grants the Partner a limited, revocable, non transferable, non exclusive license to use Company approved referral links and marketing materials solely for the purpose of promoting the Company.
12.2 License Revocation
This license may be revoked at any time.
Partners may not sublicense, redistribute, or modify Company materials without written permission.
13. Commission and Payment
13.1 Commission Structure
All compensation structures, payout rules, eligibility conditions, and payment schedules are defined within the Affiliate Tool or within a separate written agreement between the Company and the Partner.
13.2 Payment Requirements
To receive payment the Partner must
Maintain a valid account in the Affiliate Tool
Provide accurate payment and tax information
Remain in compliance with this Agreement and Partner policies
13.3 Forfeiture
Failure to complete required account setup or payment documentation within six months of a qualifying referral may result in forfeiture of compensation eligibility.
14. Training and Program Resources
14.1 Optional Training
The Company may provide optional training materials, documentation, or webinars to assist Partners.
14.2 Program Changes
The Company may modify or discontinue program resources at any time.
15. Quality Control and Content Approval
15.1 Marketing Review
The Company may review Partner marketing practices and promotional materials at any time.
15.2 Content Removal
The Company may require modification or removal of any content that is inaccurate, misleading, or inconsistent with Company messaging.
Failure to comply may result in termination from the Partner Program.
16. Trademarks
16.1 Permitted Use
Partners may use Company trademarks only as provided through official Company marketing materials.
16.2 Restrictions
Partners may not alter Company trademarks or imply endorsement beyond the scope of this Agreement.
The Company may require immediate removal of trademark usage.
17. Proprietary Rights
17.1 Ownership
All Company software, services, technology, and intellectual property remain the exclusive property of the Company.
17.2 No Transfer of Rights
Partners receive no ownership rights under this Agreement.
Any goodwill generated through use of Company intellectual property belongs exclusively to the Company.
18. Confidentiality
18.1 Confidential Information
Confidential Information includes non public information relating to business operations, products, technology, customers, and financial data.
18.2 Protection of Information
Both parties agree to protect Confidential Information and use it only for the purposes of fulfilling obligations under this Agreement.
19. Term and Termination
19.1 Agreement Duration
This Agreement remains in effect for as long as the Partner participates in the Partner Program.
19.2 Termination by Either Party
Either party may terminate participation with fifteen days written notice.
19.3 Immediate Termination
The Company may terminate the Agreement immediately if the Partner violates program policies, engages in fraudulent conduct, damages the Company reputation, or becomes insolvent.
19.4 Reputational Protection
The Company may terminate participation immediately if the Partner engages in conduct that may harm the reputation or goodwill of the Company.
20. Indemnification
20.1 Partner Responsibility
The Partner agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, licensors, and affiliates from claims arising from
Participation in the Partner Program
Violation of this Agreement
Violation of applicable laws
Unauthorized use of Company intellectual property
21. Limitation of Liability
21.1 Indirect Damages
To the maximum extent permitted by law neither party shall be liable for indirect, incidental, or consequential damages including lost profits.
21.2 Liability Cap
The Company’s total liability under this Agreement shall not exceed the referral compensation paid to the Partner during the twelve months preceding the claim.
22. Governing Law
22.1 Jurisdiction
This Agreement shall be governed by the laws of the jurisdiction in which the Company maintains its principal place of business.
22.2 Venue
Any disputes arising under this Agreement shall be resolved in the courts located in that jurisdiction.
23. Entire Agreement
23.1 Complete Agreement
This Agreement constitutes the entire agreement between the Company and the Partner regarding participation in the Partner Program and supersedes all prior agreements or understandings related to the subject matter.