Effective Date: April 7, 2026

These Stella Affiliate Program Terms and Conditions (the “Agreement”) govern participation in the Stella affiliate program (the “Program”) made available by Stella Bots (“Stella,” “we,” “us,” or “our”), through Rewardful or another affiliate tracking platform designated by Stella (the “Platform”).

By applying to, enrolling in, or participating in the Program, you (“Affiliate,” “you,” or “your”) agree to be bound by this Agreement.

1. Eligibility; Enrollment; Approval

1.1 Eligibility. You may participate in the Program only if you are legally capable of entering into a binding contract and are not prohibited from participating under applicable law.

1.2 Application and Approval. Participation in the Program is subject to Stella’s prior approval in its sole discretion. Stella may accept or reject any application for any lawful reason or no stated reason.

1.3 Accurate Information. You must provide complete and accurate information in connection with your application and participation in the Program, including your legal name, business name (if any), payment details, tax information, website(s), social handles, and contact information. You must keep that information current at all times.

1.4 Account Security. You are responsible for maintaining the confidentiality and security of your Program and Platform credentials and for all activity occurring under your account.

2. Program Structure

2.1 Referral Links and Codes. If approved, you may receive one or more unique referral links, referral codes, coupon codes, tracking links, or similar identifiers (“Referral Tools”) to use in promoting Stella.

2.2 Campaign-Specific Terms. Certain economic and operational terms of your participation may be set forth in the Program dashboard, campaign settings, onboarding page, partner page, or other written communication from Stella or the Platform (collectively, the “Program Terms”), including, without limitation:

• commission rate(s);
• commission type(s) (for example, recurring, fixed, or one-time);
• cookie or attribution window;
• attribution model;
• pending period / holdback period;
• maximum number of commissionable payments;
• maximum commission period;
• minimum payout thresholds;
• approved traffic sources;
• geographic or channel restrictions; and
• campaign-specific bonuses, exclusions, or partner tiers.

2.3 Order of Precedence. If there is a conflict between this Agreement and any Program Terms, the Program Terms will control solely with respect to the applicable campaign, offer, or commission rule, and this Agreement will otherwise remain in full force.

2.4 No Exclusivity. This Agreement is non-exclusive. Stella may market and sell its products and services directly and indirectly, through any channels and on any terms, without obligation to Affiliate except as expressly stated in this Agreement and the applicable Program Terms.

3. Relationship of the Parties

3.1 Independent Contractor. Affiliate is an independent contractor and not an employee, agent, franchisee, broker, partner, joint venturer, fiduciary, or representative of Stella.

3.2 No Authority. Affiliate has no authority to bind Stella, make warranties or representations on Stella’s behalf, negotiate or execute contracts on Stella’s behalf, or accept orders or payments on Stella’s behalf.

3.3 No Employment Benefits. Affiliate is not entitled to any salary, reimbursement, benefits, insurance, workers’ compensation coverage, or employee protections from Stella.

4. Qualified Referrals and Qualified Purchases

4.1 Qualified Referral. A “Qualified Referral” means a prospective customer referred through an approved Referral Tool and validly attributed to Affiliate in accordance with this Agreement, the applicable Program Terms, and the Platform’s tracking and attribution rules.

4.2 Qualified Purchase. A “Qualified Purchase” means a purchase of Stella’s paid products or services by a Qualified Referral that: (a) is a bona fide, arm’s-length transaction; (b) is completed by a new customer that was not already in Stella’s active sales pipeline or customer base, unless Stella expressly approves otherwise in writing; (c) is fully paid and not subject to chargeback, dispute, reversal, or refund; (d) remains in good standing through the applicable pending/holdback period; and (e) otherwise satisfies the criteria in the applicable Program Terms.

4.3 Exclusions. The following do not constitute Qualified Referrals or Qualified Purchases unless Stella expressly approves them in writing:

• self-referrals;
• purchases by Affiliate or its employees, agents, contractors, owners, or affiliates for their own use;
• purchases made using Affiliate’s own referral link or code by the same legal entity, household, or substantially related party;
• fraudulent, abusive, or sham transactions;
• test orders, internal orders, free plans, free trials, pilots, non-revenue transactions, or invoices not designated as commissionable;
• transactions later refunded, reversed, canceled, written off, disputed, unpaid, or charged back;
• transactions obtained in violation of this Agreement, the Program Terms, or applicable law;
• transactions from prohibited traffic sources or prohibited promotional methods; and
• any customer or transaction that Stella, acting reasonably and in good faith, determines should be excluded to prevent abuse, duplication, or mistaken attribution.

4.4 Stella Discretion on Attribution. Stella and/or the Platform will determine attribution based on the applicable attribution rules, tracking data, and Program Terms. Stella reserves the right to make final, good-faith determinations regarding disputed or ambiguous attribution, including in cases involving multiple affiliates, coupon codes, manual adjustments, or incomplete tracking data.

5. Commissions

5.1 Commission Eligibility. Affiliate will earn commissions only on Qualified Purchases and only as expressly set forth in the applicable Program Terms.

5.2 Pending Period. Commissions are not immediately payable when tracked. Commissions remain pending until the applicable pending period / due period has elapsed and all requirements for a Qualified Purchase have been satisfied.

5.3 No Commission Before Payment. No commission is earned unless and until Stella has actually received payment from the customer and such payment remains valid through the pending period.

5.4 Reversals and Adjustments. Stella may reject, deny, reverse, offset, recapture, withhold, or charge back any commission, whether before or after payout, if Stella reasonably determines that:

• the underlying transaction was not a Qualified Purchase;
• the commission was generated by prohibited conduct;
• the customer payment failed, was refunded, disputed, reversed, written off, or charged back;
• the referral was inaccurately tracked or attributed;
• the Affiliate violated this Agreement or applicable law; or
• the commission was paid in error.

5.5 No Commission on Taxes or Non-Commissionable Amounts. Unless expressly stated otherwise in the applicable Program Terms, commissions are calculated only on net subscription revenue actually received by Stella, excluding taxes, payment processor fees, credits, discounts, coupons, refunds, chargebacks, bad debt, and non-recurring professional services or hardware charges unless specifically designated as commissionable.

5.6 No Implied Rights. Affiliate has no right to any commission except as expressly set forth in this Agreement and the applicable Program Terms.

6. Payment

6.1 Payout Method. Stella may pay commissions through the Platform, a third-party payout provider, or another payment method selected by Stella at its discretion.

6.2 Tax and Identity Verification. Affiliate must promptly provide all information and documentation reasonably requested by Stella, the Platform, or any payout provider, including tax forms, identity verification materials, and payment details. Stella may withhold payment until all required information is provided and verified.

6.3 Minimum Thresholds. Stella may impose a minimum payout threshold and may roll over unpaid balances until that threshold is met.

6.4 Payment Timing. Stella will use commercially reasonable efforts to pay due commissions on its normal payout cycle after they become due, subject to any payout schedule, administrative review, fraud review, tax verification, or provider processing times.

6.5 Payment Holds. Stella may temporarily withhold payment if Stella reasonably suspects fraud, abuse, policy violations, suspicious traffic, invalid referrals, duplicate attribution, or compliance issues.

6.6 Forfeiture of Small or Stale Balances. If Affiliate’s account is terminated for cause, or if Affiliate fails to cash out or maintain valid payout information for an extended period, Stella may retain unpaid amounts to the extent permitted by law after making commercially reasonable efforts to remit payment.

7. Affiliate Obligations

7.1 Lawful Promotion Only. Affiliate may promote Stella only in a lawful, professional, and truthful manner consistent with this Agreement, the Program Terms, Stella brand guidelines, and applicable law.

7.2 Truthful Statements. Affiliate may not make false, misleading, deceptive, unsubstantiated, or disparaging statements about Stella, its products, services, pricing, features, customers, competitors, or business.

7.3 No Unauthorized Claims. Affiliate may not make any representations, warranties, guarantees, service commitments, legal claims, product claims, ROI claims, performance claims, or compliance claims on Stella’s behalf unless such claims are expressly authorized in Stella’s then-current approved materials.

7.4 Required Disclosures. Affiliate must clearly and conspicuously disclose its material relationship with Stella whenever required by applicable law or guidance, including in endorsements, reviews, social posts, videos, blog posts, newsletters, or similar promotions.

7.5 Compliance with Email and Messaging Laws. Affiliate must comply with all applicable laws and regulations relating to email, text, calls, and other communications, including anti-spam, telemarketing, and privacy laws. Affiliate may not send unsolicited or unlawful commercial messages, use misleading headers or subject lines, or engage in prohibited robocalling or SMS practices.

7.6 Compliance with Platform Policies. Affiliate must comply with the rules, terms, and policies of all advertising platforms, social networks, marketplaces, and websites used to promote Stella.

8. Prohibited Conduct

Affiliate shall not, directly or indirectly:

8.1 use any illegal, deceptive, or unethical promotional method;

8.2 bid on, purchase, or otherwise use Stella’s brand terms, product names, trademarks, misspellings, or confusingly similar keywords in search engine advertising, including paid search, unless Stella expressly permits it in writing;

8.3 use spyware, malware, adware, cookie stuffing, click injection, forced redirects, hidden iframes, bots, fake leads, fake reviews, fake accounts, or other deceptive tracking methods;

8.4 impersonate Stella, suggest an employment or agency relationship with Stella, or create the impression that Affiliate is Stella or is officially endorsed beyond ordinary participation in the Program;

8.5 register, purchase, or use any domain name, social handle, ad account, or business name incorporating “Stella” or any Stella trademark, or any confusingly similar variation, without Stella’s prior written consent;

8.6 post Stella’s Referral Tools on coupon sites, browser extensions, toolbars, cashback sites, loyalty sites, trademark-bidding sites, deal forums, or similar properties unless expressly approved in writing by Stella;

8.7 engage in spam, bulk unsolicited outreach, or communications that violate CAN-SPAM, telemarketing, privacy, or other applicable laws;

8.8 offer unauthorized rebates, coupons, rewards, incentives, or commissions to end customers;

8.9 interfere with, overwrite, or poach another affiliate’s attribution through deceptive means;

8.10 refer existing Stella customers or opportunities already in Stella’s pipeline, unless Stella expressly approves otherwise in writing;

8.11 use Stella content, trademarks, logos, screenshots, or marketing materials except as expressly authorized under this Agreement; or

8.12 engage in any conduct that, in Stella’s reasonable judgment, harms Stella’s reputation, goodwill, business interests, or compliance posture.

9. Intellectual Property; License

9.1 Ownership. Stella and its licensors own all rights, title, and interest in and to the Stella name, trademarks, logos, service marks, domain names, website, software, content, creative assets, and other intellectual property.

9.2 Limited License. Subject to this Agreement, Stella grants Affiliate a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term to use Stella’s approved Program materials solely to promote Stella in accordance with this Agreement and the applicable Program Terms.

9.3 Restrictions. Affiliate shall not modify Stella’s marks or materials, create derivative works, use unapproved creative, or use Stella’s marks in any manner that is misleading, disparaging, infringing, unlawful, or inconsistent with Stella’s branding guidelines.

9.4 Revocation. Stella may revoke the foregoing license at any time, in whole or in part, immediately upon notice or upon termination of this Agreement.

10. Confidentiality

10.1 Confidential Information. Affiliate may receive non-public information relating to Stella’s pricing, roadmap, customer information, business plans, commissions, partner arrangements, or other confidential matters (“Confidential Information”).

10.2 Obligations. Affiliate shall protect Confidential Information using at least reasonable care, use it solely as necessary to perform under this Agreement, and not disclose it to any third party except as required by law.

10.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of Affiliate, was already lawfully known to Affiliate without confidentiality obligations, is lawfully received from a third party without breach, or is independently developed without use of Confidential Information.

10.4 Compelled Disclosure. If Affiliate is required by law to disclose Confidential Information, Affiliate shall, to the extent legally permitted, promptly notify Stella and cooperate in seeking confidential treatment.

11. Term; Suspension; Termination

11.1 Term. This Agreement begins when Affiliate first accepts it or participates in the Program and continues until terminated.

11.2 Termination for Convenience. Either party may terminate this Agreement at any time for any reason upon notice.

11.3 Immediate Suspension or Termination. Stella may suspend or terminate Affiliate’s participation immediately, with or without notice, if Stella suspects fraud, abuse, prohibited conduct, legal noncompliance, reputational risk, or any breach of this Agreement or the Program Terms.

11.4 Effect of Termination. Upon termination:

• Affiliate must immediately stop promoting Stella and cease all use of Stella’s marks, content, and Referral Tools;
• all licenses granted by Stella terminate immediately;
• Stella may invalidate Affiliate’s referral links and codes; and
• Affiliate remains responsible for pre-termination violations.

11.5 Post-Termination Commissions. If this Agreement is terminated without cause by Stella, Stella may, in its discretion, pay valid commissions that were already properly earned and due before termination, subject to this Agreement. If this Agreement is terminated for Affiliate’s breach, fraud, or prohibited conduct, Affiliate forfeits any unpaid commissions to the fullest extent permitted by law.

12. Representations and Warranties

Affiliate represents, warrants, and covenants that:

12.1 Affiliate has full power and authority to enter into and perform under this Agreement;

12.2 Affiliate’s participation in the Program will comply with all applicable laws, regulations, and platform policies;

12.3 Affiliate will make all legally required disclosures of its relationship with Stella;

12.4 Affiliate’s promotional activities, websites, content, communications, and data practices will not infringe, misappropriate, or violate any third-party right or applicable law; and

12.5 Affiliate will not engage in deceptive, misleading, abusive, unlawful, or harmful conduct.

13. Disclaimers

13.1 Program Provided “As Is.” The Program, the Platform, tracking tools, dashboards, Referral Tools, and related materials are provided “as is” and “as available.”

13.2 No Guarantee. Stella does not guarantee any level of customer conversions, commission earnings, attribution accuracy, uninterrupted availability, or continued availability of the Program or any campaign.

13.3 No Other Warranties. To the maximum extent permitted by law, Stella disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

14. Limitation of Liability

To the maximum extent permitted by law:

14.1 Stella shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, customers, business opportunities, or anticipated savings, arising out of or relating to this Agreement or the Program, even if advised of the possibility of such damages.

14.2 Stella’s aggregate liability arising out of or relating to this Agreement or the Program shall not exceed the total commissions actually paid by Stella to Affiliate under this Agreement during the twelve (12) months preceding the event giving rise to the claim.

14.3 The foregoing limitations apply regardless of the theory of liability and even if any limited remedy fails of its essential purpose.

15. Indemnification

Affiliate shall defend, indemnify, and hold harmless Stella and its officers, directors, employees, affiliates, licensors, service providers, and agents from and against any third-party claims, demands, actions, liabilities, damages, judgments, settlements, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Affiliate’s participation in the Program;
• Affiliate’s websites, content, advertisements, endorsements, or communications;
• Affiliate’s breach of this Agreement or the Program Terms;
• Affiliate’s violation of law, regulation, or third-party rights; or
• Affiliate’s fraud, negligence, misconduct, or willful acts or omissions.

16. Modification of Program and Agreement

16.1 Stella may modify, suspend, or discontinue the Program, any campaign, any Program Terms, any commission structure, or this Agreement at any time in its discretion.

16.2 Changes will become effective when posted on Stella’s website, within the Platform, or otherwise communicated to Affiliate, unless a later effective date is stated.

16.3 Affiliate’s continued participation in the Program after the effective date of any changes constitutes acceptance of those changes.

17. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law rules.

The state and federal courts located in Los Angeles County, California shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement, and each party irrevocably submits to the personal jurisdiction and venue of those courts.

18. Miscellaneous

18.1 Entire Agreement. This Agreement, together with the applicable Program Terms, constitutes the entire agreement between the parties regarding the Program and supersedes all prior or contemporaneous understandings on that subject.

18.2 Assignment. Affiliate may not assign, delegate, or transfer this Agreement without Stella’s prior written consent. Stella may assign this Agreement without restriction.

18.3 No Waiver. A party’s failure to enforce any provision of this Agreement is not a waiver of that provision or any other provision.

18.4 Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be enforced to the maximum extent permitted by law.

18.5 Electronic Acceptance. Affiliate agrees that electronic acceptance of this Agreement is legally binding and equivalent to a handwritten signature.

18.6 Survival. Sections that by their nature should survive termination, including those relating to accrued rights, payment adjustments, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, governing law, and miscellaneous terms, will survive termination.

18.7 Interpretation. Headings are for convenience only. “Including” means “including without limitation.”

Schedule A – Current Public Program Terms

• Commission: 30% recurring commission on Qualified Purchases
• Attribution Model: First-touch
• Cookie Window: 60 days
• Commissions Become Due After: 30 days
• Maximum Commission Period: 12 months after the first sale
• Minimum Payout Threshold: $0.01
• Approved Traffic Sources: Direct referral links, approved content, approved social posts, approved email/newsletter promotions
• Prohibited Traffic Sources: Search engine ads on Stella-branded or confusingly similar keywords; coupon sites; toolbars/extensions; spam; deceptive redirects; incentivized traffic unless approved in writing
• Eligible Products/Plans: Stella Software Subscriptions
• Excluded Products/Charges: Taxes, one-time setup fees, hardware, custom services, or any non-commissionable charges unless Stella designates them as commissionable in writing

For questions about the Program, contact: support@stellabots.com

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