Launch 360 Partner and Affiliate Agreement

1. The Agreement

This Partner and Affiliate Agreement (the "Agreement") is a binding contract between Launch Commerce, Inc., a Nevada corporation ("Company," "we," or "us"), and the individual or business entity that enrolls in the Launch Affiliate program or the Launch 360 Partner program (together, the "Program") ("you").

By enrolling in the Program, clicking to accept, using an Affiliate Link, or participating in the Program in any way, you accept this Agreement, our Platform Terms of Service, and the Program Policies, which are incorporated by reference. If you enroll on behalf of a business, you represent that you have authority to bind that business. Your acceptance has the same legal effect as a signature.

2. Definitions

• Affiliate Link means the unique referral link or code we assign to your affiliate account.
• Program Policies means the current program rules, fees, commission rates, benefits, payout rules, and refund policy that we post for the Program. We may update them at any time.
• Platform means every product, service, and subscription Launch Commerce offers now or in the future, including Launch CRM, Launch Cart, Launch Ads, Launch Webinars, Launch AI Academy, Launch AI Workforce, and Launch Data (each a "Product"). Launch CRM is built on HighLevel (GoHighLevel). HighLevel is not a party to this Agreement.
• Client means any person or business that becomes a paying customer of Company for any Product through your Affiliate Link, your referral, your network, your marketing, any lead source we provide, or any build we perform with you.
• Client Account means a Client's account on the Platform and everything in it, including contacts, snapshots, workflows, pipelines, funnels, websites, phone numbers, A2P registrations, AI agents, and settings.
• Competing Account means any HighLevel account (agency, SaaS, Founders, or white label) any other CRM or marketing software account, and any product or service that replaces a Product, in each case that you, a business you own or work for, or anyone working with you owns, controls, or resells. An account we provide to you is not a Competing Account.
• Program Materials means everything we provide through the Program, in any form: trainings, replays, slide decks, scripts, swipe posts, email templates, playbooks, SOPs, AI prompts, snapshots, the Speed to Lead Sales App, the Local Lead Finder agent and its outputs, prospecting audits, and community content.
• Collected Revenue means the subscription fees for any Product and Company's share of merchant processing fees that we actually receive from a Client, plus any other recurring charges we designate as commissionable in the Program Policies, minus refunds, chargebacks, credits, discounts, and taxes. Usage fees and other pass through charges are not Collected Revenue.
• Setup Fee means a one time fee charged to a Client for a build, setup, or onboarding service.
• New Sale means a Client whose first payment to Company (a subscription payment or a Setup Fee) is received in a given calendar month and who remains in good standing, with no cancellation or refund, for 30 days.
• Active Client means a Client whose Platform subscription is current and paid.
• Restricted Period means the term of this Agreement plus 24 months after it ends for any reason.

3. Two Programs

3.1 Launch Affiliate (free). Anyone we approve may join as a Launch Affiliate at no cost. Affiliates receive an Affiliate Link and earn the Affiliate commission rate (currently 20% of Collected Revenue) for 12 months per Client under Section 6. Affiliates do not receive Partner benefits, higher commission tiers, the Lifetime Rule, or the recruiting override.

3.2 Launch 360 Partner (paid). A Partner pays the Program Fee and receives the Partner benefits in Section 4. Partners are the only participants eligible for the higher commission tiers, the Lifetime Rule, and the recruiting override in Section 6.

3.3 Approval. We may accept or decline any application in our sole discretion, and we may move you between programs if your status changes. Sections 5 through 17 apply to both Affiliates and Partners.

4. Partner Program Fee and Benefits

4.1 Program Fee. The Partner Program Fee is the amount posted at checkout when you enroll. It covers a 12 month Partner term. If we offer a payment plan and a plan payment fails, we may pause your Partner benefits and commission payouts until your account is current.

4.2 Partner Benefits. Current Partner benefits are posted in the Program Policies and include a Launch CRM account at no additional subscription charge for your Partner term, a license to the Speed to Lead Sales App snapshot, weekly live training, open hours, the Launch 360 partner community, and eligibility for the higher commission tiers. Our team also builds your first Client with you, and you keep the Setup Fee you charge that Client. We may add, change, or replace Partner benefits at any time, and we intend to add more over time. Days, times, and formats of trainings and open hours may change.

4.3 Optional Upgrades. We may offer optional paid upgrades to Partners, such as certification or an instant commission tier upgrade, at the prices and terms posted when offered.

4.4 Referred Clients Belong to Company. Every Client you refer to us, and every Client Account we build, is a Company customer and Company property under Section 7.

4.5 Renewal. After your 12 month Partner term, your Partner account continues month to month at the renewal fee posted in the Program Policies. We waive the renewal fee in any month you have at least the number of Active Clients posted in the Program Policies. You may cancel before any renewal date.

4.6 Refunds. Our standard refund policy, as posted at checkout and in the Program Policies, applies to the Program Fee and any upgrades.

5. Usage Fees and Card on File

Like every account on the Platform, your account is pay as you go for usage, including texts, emails, phone minutes, phone numbers, AI features, and one time A2P registration fees. You must keep a valid payment card on file, and you authorize us to charge it for usage as it occurs. We may suspend your account if usage charges go unpaid. You acknowledge that these usage fees were disclosed to you before you enrolled. Usage inside a Client Account is billed to the Client unless you agree in writing to cover it.

6. Commissions

6.1 Commission Rates. You earn a percentage of Collected Revenue from the Active Clients tracked to your affiliate account. Current rates are posted in the Program Policies and summarized in Exhibit A. The current Partner tiers are based on your total number of New Sales:

When you reach a new tier, the higher rate applies to every Active Client tracked to your account beginning with the next commission period. Tier increases are not retroactive. The same tiers apply to every Product. We may change commission rates going forward under Section 15.

6.2 Commission Term (Rolling 12 Months per Client). Each Client earns you commissions on 12 months of Collected Revenue, measured from that Client's first payment. The 12 months run separately for each Client. A Client you refer today earns for 12 months from today; a Client you refer two months from now earns for 12 months from that date.

6.3 Lifetime Rule (Partners only). In any calendar month in which you make at least 3 New Sales, we pay commissions for that month on every Active Client tracked to your account, including Clients whose 12 month term has ended. In a month with fewer than 3 New Sales, we pay that month only on Clients still inside their 12 month term. The monthly quota is set in the Program Policies and may change going forward.

6.4 Recruiting Override (Partners only). If a person enrolls as a paid Partner through your Affiliate Link, you earn an override (currently 10%) on Collected Revenue from that Partner's Clients during that Partner's first 12 months in the Program. The override is paid only in months you meet the Lifetime Rule quota, is one level only, is paid by Company, and does not reduce the recruited Partner's commissions. No override or commission is paid on Program Fees or upgrade fees.

6.5 Setup Fees. Setup Fees you charge your own Clients for builds you perform or that our team performs with you are yours to keep. When Company bills a Setup Fee directly to a Client you referred, you earn 20% of the Setup Fee we collect, paid with your next commission payout after the 30 day hold.

6.6 Attribution. Credit for a Client is determined by our affiliate tracking system on a last click basis within a 90 day window, and our records control absent clear error. We are not responsible for tracking failures caused by cleared cookies, private browsing, improperly formatted links, or a customer who does not use your Affiliate Link. Requests to change attribution must be made in writing within 90 days of the Client's signup. No commission is paid on your own accounts, accounts you control, self referrals, businesses that were already Company customers or in our sales pipeline within the prior 90 days, fraudulent signups, or Clients obtained in breach of Section 11.

6.7 Cancellations. You earn commissions only while a Client remains an Active Client. Thirty days after a Client cancels, that Client is no longer attributed to you unless the Client later returns through your Affiliate Link as a New Sale.

6.8 Payment. Commissions are paid monthly, on or about the 15th, for Collected Revenue received in the prior month, after a 30 day hold. Balances under $50 roll forward. To be paid, you must have current contact and payout information on file, a valid IRS Form W 9 (or applicable tax form), and no open compliance issues. You are responsible for your own taxes, and we issue Form 1099 where required.

6.9 Refunds, Chargebacks, and Clawbacks. If we refund a Client under our standard refund policy, or receive a chargeback or dispute, the related commission is reversed. If it was already paid, we deduct it from your future commissions or invoice you for it. We will not pay a commission on any sale we determine was fraudulent, unlawful, or in breach of this Agreement.

6.10 Disputes. Commission disputes must be raised in writing within 60 days of the payout in question.

6.11 Forfeiture. Commissions on any Client solicited or moved in breach of Section 8 are forfeited, and we may withhold unpaid commissions to offset our losses.

7. Clients Belong to Company

7.1 Company's Customers. Every Client you refer is a customer of Launch Commerce, Inc., not of you, regardless of how the Client was found, including through your personal network, your marketing, your Affiliate Link, the Local Lead Finder agent, or a build performed by our team. Each Client's subscription, billing relationship, contract, and Client Account are with and owned by Company.

7.2 No Ownership Interest. Your only right relating to any Client is to receive commissions under Section 6. You have no ownership interest in any Client, Client Account, or commission stream, and you may not sell, assign, pledge, or transfer any of them without our written consent.

7.3 Client Information. Client lists, contact details, account data, and the contents of every Client Account are our Confidential Information under Section 10. Nothing here limits a Client's rights in its own business data under the Client's terms of service with us.

7.4 Account Access. Any access you have to a Client Account is a permission we grant and may revoke at any time.

8. Non Solicitation of Clients

8.1 The Covenant. During the Restricted Period (the term of this Agreement and 24 months after it ends for any reason), you will not, directly or indirectly, alone or with others:

• solicit, induce, or encourage any Client to cancel, downgrade, or reduce its Platform services, or to move to a Competing Account;
• sell, provide, or resell to any Client any CRM, marketing automation, or software service that replaces the Client's Platform services;
• move, migrate, clone, export, rebuild, or reassign any Client or Client Account, or any part of one (including contact lists, snapshots, workflows, or phone numbers), into a Competing Account, including any HighLevel agency, SaaS, or white label account you own, control, or manage, whether by a HighLevel transfer feature or any other method; or
• assist or permit anyone else to do any of the above.

8.2 Why This Matters. We invest training, tools, builds, support, and commissions to help you win Clients. In exchange, you agree that a Client base built with our help stays with us. You may not build a Client base with us and then move it to your own account.

8.3 Clients Who Leave on Their Own. Any Client may cancel under its own terms with us. If, during the Restricted Period, a Client tracked to your account becomes a customer of a Competing Account, it is presumed that you breached Section 8.1 unless you show that you did not solicit, assist, or benefit from the move.

8.4 Liquidated Damages. Our loss from a solicited or moved Client, including lost subscription revenue and lost company value, is difficult to calculate. For each Client solicited or moved in breach of Section 8.1, you agree to pay us an amount equal to 24 months of that Client's subscription fees at the rate in effect at the time of the breach, as a reasonable estimate of our loss and not as a penalty, in addition to the forfeiture in Section 6.11.

8.5 Injunctive Relief. A breach of Section 7, 8, 9, or 10 would cause harm that money alone cannot remedy. We may seek an injunction or other court order to stop the breach, in addition to any other remedy, without posting a bond where the law allows.

8.6 Extension. To the extent the law allows, the Restricted Period is extended by any period during which you are in breach of Section 8.1.

8.7 Our Team. During the term of this Agreement and for 12 months after, you will not intentionally solicit for employment any of our employees or contractors. General public job postings are not a breach.

8.8 What This Does Not Restrict. This Section does not stop you from working with any business that never became a Client.

8.9 Reasonable Limits. If a court finds any part of this Section too broad, the court may reduce it to the maximum the law allows and enforce it as reduced.

9. Program Materials and Trademarks

9.1 Ownership. All Program Materials are owned by Company or its licensors and are protected by copyright, trademark, and trade secret law. © 2026 Launch Commerce, Inc. All rights reserved. You receive no ownership of any Program Materials.

9.2 Your License. While this Agreement is in effect and you are in good standing, we grant you a limited, personal, non exclusive, non transferable, revocable license to use the Program Materials solely to promote and sell the Platform. You may post our swipe content as provided, without altering any claims or statistics.

9.3 Restrictions. You may not, and may not help anyone else:

• copy, record, download (except where we offer a download), publish, distribute, sell, sublicense, rebrand, or white label any Program Materials;
• teach, present, or package Program Materials, or create any course, coaching program, community, or training based on them;
• use Program Materials to build, market, or support any Competing Account or any competing agency, partner, affiliate, or training program;
• install or rebuild any snapshot, the Speed to Lead Sales App, workflow, prompt, or template in any account we did not provide;
• share your login or give anyone else access to Program Materials or the partner community; or
• upload Program Materials into any AI tool or model to create copies, derivative works, or competing materials.

9.4 Snapshots and Builds. The Speed to Lead Sales App, all snapshots, and all Client Account builds are licensed for use only inside the Platform. Exporting them, sharing snapshot links, or rebuilding substantially similar systems in a Competing Account during the Restricted Period breaches both this Section and Section 8.

9.5 Trademarks. Launch Commerce, Launch CRM, Launch Cart, Launch Ads, Launch Webinars, Launch AI Academy, Launch AI Workforce, Launch Data, Launch 360, the Rocket mascot, and related names, logos, and domains are our trademarks and brand assets. You may use them only as we approve and only in the form we provide. You may not register domains, social media handles, or business names that include them, or bid on them (or variations and misspellings of them) in paid search or social ads, without our written permission. Misuse of our trademarks ends your right to use them.

9.6 Your Content and Feedback. You grant us permission to use your name, likeness, testimonials, and content you create or share in connection with the Program to promote the Program and the Platform. We may freely use any ideas or suggestions you share with us.

9.7 Termination of License. When this Agreement ends, your license ends immediately. You must stop using and delete all Program Materials in your possession.

10. Confidential Information

"Confidential Information" means non public information we share or you learn through the Program, including Client lists and data, Client Account contents, pricing, commission structures and reports, partner lists, lead lists and Local Lead Finder outputs, prospecting audits, snapshots, prompts, SOPs, and business plans. You will use Confidential Information only to perform under this Agreement and will not disclose it to anyone unless required by law. This obligation continues for 3 years after this Agreement ends, and for trade secrets, for as long as they remain trade secrets. It does not cover information that is public through no fault of yours, that you already lawfully had, or that you lawfully receive from someone else without restriction. When this Agreement ends, you must promptly delete all Confidential Information in your possession.

Whistleblower Notice. Under 18 U.S.C. § 1833(b), you will not be held liable under any trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a sealed court filing.

11. Marketing Standards

Receipts over rhetoric. When you promote the Platform or the Program, you agree to the following:

• No false claims. Use only statistics and claims we have approved, with their sources.
• No income claims. Do not state or imply what anyone will or might earn, except by sharing our approved materials with their disclaimers intact.
• Disclose the relationship. Clearly disclose that you earn commissions, as the FTC Endorsement Guides require.
• No spam. Comply with CAN SPAM, the TCPA, A2P 10DLC and carrier rules, state telemarketing laws, and all consent requirements for texts, calls, and emails.
• No fake urgency. Do not invent deadlines, scarcity, or discounts, and do not offer unauthorized discount codes.
• Follow platform rules. Follow the terms of every social and advertising platform you use, and use only public data when prospecting.
• Do not speak for us. Do not represent yourself as a Company or HighLevel employee or agent, and do not make promises, change pricing, or offer terms on our behalf.
• Report complaints. Notify us at [email protected] within 48 hours of any regulatory inquiry, legal complaint, or consumer complaint about your marketing.
• Removal. Remove any content we ask you to remove within 48 hours.
• Your team. You are responsible for your employees, contractors, and anyone acting on your behalf. Their violation is your violation.

12. Independent Contractor

You are an independent contractor. Nothing in this Agreement creates an employment, franchise, partnership, joint venture, or agency relationship. You control your own hours and methods, pay your own expenses and taxes, are not eligible for employee benefits, and have no authority to bind Company. This Agreement is not exclusive, except as limited by Sections 8 and 9.

13. No Guarantee of Income

The Program is not a job, not a franchise, and not a guarantee of income. Your results depend on your own effort, skill, and market conditions, and many participants earn little or nothing. Any income examples we share illustrate how the commission rules work and are not promises or typical results. You confirm that no one has promised you any level of income or success.

14. Term and Termination

14.1 Term. This Agreement begins when you enroll and continues until terminated. The Partner term is 12 months and then continues month to month under Section 4.5.

14.2 Termination by You. You may end this Agreement at any time by emailing [email protected].

14.3 Termination by Company. We may suspend or end this Agreement (a) immediately if you breach Section 7, 8, 9, 10, or 11, misrepresent your relationship with us, or engage in conduct that we determine harms our reputation or the Program; (b) for any other breach you do not cure within 10 days of notice; or (c) for any reason on 30 days notice.

14.4 Commissions After Termination. Commissions earned through the termination date will be paid. After that, if you left in good standing, Clients still inside their 12 month term continue to pay through the end of that term, and the Lifetime Rule and recruiting override stop. If this Agreement ends because of your breach of Section 7, 8, 9, 10, or 11, all unpaid and future commissions are forfeited to the extent the law allows. On any termination, you must immediately stop using your Affiliate Link, the Program Materials, and our trademarks.

14.5 Survival. Sections 6.9, 6.11, 7, 8, 9, 10, 13, 14.4, 15, 16, and 17 survive termination.

15. Changes to This Agreement

We may change this Agreement and the Program Policies at any time, including fees, benefits, commission rates, quotas, and payout rules. We will post the updated version with a new "Last updated" date and may also notify you by email. Changes take effect when posted unless we state otherwise and apply going forward. Your continued participation after a change is your acceptance of it. If you do not agree to a change, your sole remedy is to end this Agreement under Section 14.2. Commissions earned before a change are paid under the terms in effect when earned.

16. Disclaimers, Limitation of Liability, and Indemnity

16.1 Disclaimer. The Platform and Program Materials are provided "as is." We rely on third parties, including HighLevel, phone carriers, payment processors, and AI providers, and we are not responsible for their outages, changes, or pricing.

16.2 Limitation of Liability. We are not liable for indirect, incidental, special, or consequential damages, or lost profits. Our total liability under this Agreement will not exceed the greater of the Program Fee you paid or the commissions paid to you in the 12 months before the claim.

16.3 Indemnity. You will defend, indemnify, and hold Company harmless from claims, damages, fines, and costs (including attorney fees) arising from your marketing, your breach of this Agreement, your handling of personal data, or your violation of any law.

17. General Terms

17.1 Governing Law and Venue. This Agreement is governed by the laws of the State of California. Disputes will be resolved in the state or federal courts located in San Diego County, California, except that either party may seek injunctive relief in any court with jurisdiction. Any claim must be brought within one year after it arises. You agree to bring claims only in your individual capacity and not as a plaintiff or class member in any class or representative proceeding, and you waive trial by jury.

17.2 Attorney Fees. The prevailing party in any dispute may recover reasonable attorney fees and costs.

17.3 Assignment. You may not assign this Agreement. We may assign it, including to a buyer of all or part of our business, and it will bind and benefit that buyer.

17.4 Notices. Notices to us go to [email protected]. Notices to you go to the email on your account.

17.5 Entire Agreement. This Agreement, the Program Policies, and the Platform Terms of Service are the entire agreement on this subject and replace any prior Launch Shops Partners Program or Ambassadors Program terms, except grandfathered benefits we confirm to you in writing.

17.6 Severability and Waiver. If any provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver of it.

17.7 Electronic Acceptance. Enrolling, clicking to accept, or signing electronically has the same effect as a handwritten signature.

Exhibit A: Current Commission Schedule

Current as of the "Last updated" date above. These terms are set in the Program Policies and may change going forward under Section 15.