EQUIPTER AFFILIATE PROGRAM

TERMS AND CONDITIONS

Equipter, LLC

49 Eagle Drive, Suite 102

Leola, PA 17540

Version 1.0

AGREEMENT AND ACCEPTANCE

These Affiliate Program Terms and Conditions (these “Terms”) govern your participation in the Equipter Affiliate Program (the “Program”) operated by Equipter, LLC, a Pennsylvania limited liability company with its principal place of business at 49 Eagle Drive, Suite 102, Leola, PA 17540 (“Equipter,” “Company,” “we,” “us,” or “our”). The individual or entity submitting an application is referred to as “Affiliate,” “applicant,” “you,” or “your.”

PLEASE READ THESE TERMS CAREFULLY BEFORE SUBMITTING YOUR APPLICATION. By checking the acceptance box, clicking “I Agree,” “Submit,” or any similar button on the affiliate application form, by submitting your application, or by participating in the Program in any manner, you acknowledge that you have read, understand, and agree to be bound by these Terms. If you do not agree to these Terms, do not submit an application and do not participate in the Program.

Acceptance creates a binding electronic agreement between you and Equipter, which becomes effective and enforceable on the date you submit your application. Your acceptance of these Terms does not entitle you to participate in the Program. Participation begins only if and when Equipter approves your application, as described in Section 2.

1. DEFINITIONS

For purposes of these Terms, the following capitalized terms have the meanings set forth below:

"Affiliate Link" means the unique tracked URL, landing page, and/or referral code assigned by Equipter to an approved Affiliate (for example, equipter.com/r/[your-handle]) for use in referring prospective customers to Equipter.

"Affiliate Portal" means the password-protected web-based dashboard provided by Equipter to approved Affiliates for tracking Leads, Qualified Sales, commissions, payments, and related Program data.

"Commission" means the payment owed to Affiliate for a Qualified Sale, calculated at the Commission Rate set forth in Affiliate’s individually assigned Commission Schedule.

"Commission Rate" means the percentage, flat amount, or other formula agreed in writing between Equipter and Affiliate (presented in the Affiliate Portal at the time of approval or in a separate writing) that governs the calculation of Commissions payable to Affiliate.

"Commission Schedule" means the individualized commercial terms (presented within the Affiliate Portal at the time of approval or in a separate writing) that set forth Affiliate’s Commission Rate, minimum deal size, approved promotional channels, and any other terms specific to Affiliate.

"Confidential Information" means any non-public information disclosed by Equipter to Affiliate, whether orally, in writing, or otherwise, including but not limited to pricing, customer lists, Lead data, sales data, business strategies, marketing plans, product roadmaps, Commission Rates, and these Terms to the extent they relate to individually negotiated terms.

"Cookie/Tracking Period" means the nine (9) month period that begins on the date a Lead first submits a valid inquiry form via Affiliate’s Affiliate Link, during which a resulting purchase may qualify as a Qualified Sale.

"Equipter Marks" means the trademarks, service marks, trade names, logos, designs, slogans, and other brand assets of Equipter, including without limitation the EQUIPTER® word mark and logo.

"Equipter Products" means the equipment, parts, accessories, and services manufactured, sold, distributed, or offered by Equipter, including without limitation the Equipter 2000, 2500, 3300, 4000, 5400, 7000, Tow-A-Lift, and any successor or replacement products.

"Lead" means a prospective customer whose contact information is captured through a form submission on Affiliate’s dedicated landing page accessed via Affiliate’s Affiliate Link, and who is properly attributed to Affiliate by Equipter’s tracking system.

"Net Sale Price" means the gross invoiced price actually paid by the customer to Equipter for a Qualified Sale, less (a) all applicable taxes, duties, shipping, freight, insurance, handling, and similar charges; (b) discounts, rebates, credits, and chargebacks; (c) returns, refunds, cancellations, and warranty allowances; (d) financing or third-party processing fees; and (e) any amounts paid to third parties (including trade-in credits).

"Pre-Existing Opportunity" means any prospective customer for whom, as of the date the Lead is first submitted through Affiliate’s Affiliate Link, Equipter (or any of its dealers, sales representatives, or other affiliates) has already (i) created a sales opportunity, lead record, or CRM entry; (ii) presented a written quote, proposal, or pricing; (iii) had a substantive sales conversation; or (iv) had an active prior relationship as a customer within the preceding twelve (12) months.

"Program" means the Equipter Affiliate Program as described in these Terms and as may be modified by Equipter from time to time.

"Qualified Sale" means a completed, paid-in-full purchase of Equipter Products by a Lead that meets all of the following requirements: (a) the Lead was first captured through Affiliate’s Affiliate Link; (b) the purchase is completed within the Cookie/Tracking Period; (c) the total Net Sale Price equals or exceeds Twenty Thousand U.S. Dollars (US$20,000.00); (d) the Lead is not, and was not, a Pre-Existing Opportunity; and (e) the purchase has not been refunded, cancelled, charged back, or returned during the Clawback Period defined in Section 5.5.

2. ENROLLMENT, APPROVAL, AND TERMINATION

2.1 Application.

To participate in the Program, you must complete and submit Equipter’s online application form and accept these Terms. You agree that all information you provide in your application is true, accurate, current, and complete, and you agree to keep such information updated. Equipter may, in its sole discretion, request additional information or documentation, including without limitation business registration documents, tax identification numbers, references, samples of your marketing channels, and audience demographics.

2.2 Approval at Equipter’s Sole Discretion.

Acceptance into the Program is at Equipter’s sole and absolute discretion. Equipter may approve or reject any application, with or without reason, and without any obligation to provide an explanation. Submission of an application and acceptance of these Terms do not create any contractual right to participate in the Program. You are not an approved Affiliate, and you may not promote Equipter Products or use any Affiliate Link, until Equipter has notified you in writing (including by email or via the Affiliate Portal) of your acceptance.

2.3 Eligibility.

By submitting an application, you represent and warrant that you:

1. Are at least eighteen (18) years of age and have full legal capacity to enter into a binding agreement;
2. Are not, and will not be acting as, an employee, contractor, agent, dealer, or sales representative of Equipter except in your capacity as an Affiliate under these Terms;
3. Have not been previously terminated, suspended, or banned from the Program;
4. Will comply with all laws, rules, regulations, and Equipter policies applicable to your participation, including without limitation the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), and all applicable state and federal privacy and consumer protection laws;
5. Are not located in, organized under the laws of, or a resident of any jurisdiction subject to U.S. embargoes or trade sanctions, and are not listed on any U.S. government list of prohibited or restricted parties; and
6. Will operate the marketing channels, websites, social media accounts, and other media that you identified in your application, and will not transfer, assign, or sublicense your participation without Equipter’s prior written consent.

2.4 Term; Termination.

These Terms become effective on the date you submit your application and remain in effect until terminated. Either party may terminate your participation in the Program, with or without cause, by providing written notice (email is sufficient) to the other party. Termination is effective immediately upon delivery of notice unless otherwise specified. Equipter may also suspend your participation at any time, with or without notice, pending investigation of any suspected breach of these Terms.

2.5 Effects of Termination.

Upon termination of your participation in the Program for any reason:

1. Your right to use the Affiliate Link, the Affiliate Portal, the Equipter Marks, and any Equipter-provided marketing materials immediately ceases;
2. You shall, within ten (10) business days, remove all Affiliate Links, Equipter Marks, Equipter content, and references to the Program from all of your websites, social media, email lists, advertising, and other media;
3. Equipter shall pay any Commissions earned and not yet paid for Qualified Sales completed prior to the effective date of termination, subject to the Clawback Period and the other terms set forth herein; provided, however, that Equipter has no obligation to pay any Commissions if termination is due to your breach of these Terms, fraud, or other conduct described in Section 5.6; and
4. No Commissions shall accrue to you for any Lead generated, or any sale completed, after the effective date of termination, regardless of when the underlying Lead was originally referred.

3. AFFILIATE LINK, LANDING PAGE, AND TRACKING

3.1 Grant of Affiliate Link.

Upon acceptance into the Program, Equipter will provide you with (a) a unique Affiliate Link, (b) a dedicated co-branded landing page, and (c) access credentials to the Affiliate Portal. You may use these solely for the purpose of referring prospective customers to Equipter in accordance with these Terms.

3.2 Tracking is Definitive.

Equipter’s tracking system is the sole and definitive source for determining whether a Lead is attributable to you, whether a sale is a Qualified Sale, and the amount of any Commission owed. You acknowledge that tracking depends on, among other things, the prospect submitting a valid inquiry form via your landing page, browser cookies, the prospect not blocking tracking technologies, and the absence of Pre-Existing Opportunities. Equipter is not responsible for, and you shall have no claim arising from, any failure of tracking, lost cookies, ad blockers, cross-device behavior, or any other technical issue that prevents proper attribution.

3.3 No Manipulation.

You shall not, and shall not attempt to, manipulate, circumvent, or interfere with the tracking, attribution, or reporting systems of the Program in any manner, including without limitation by self-referring, cookie stuffing, fraudulent form submissions, automated traffic, or any other artificial inflation of Leads.

3.4 Affiliate Portal.

You are solely responsible for maintaining the confidentiality and security of your Portal login credentials. You are responsible for all activity occurring under your account. Equipter is not liable for any loss arising from your failure to safeguard credentials. Equipter may suspend Portal access at any time for security, maintenance, or compliance reasons.

4. PROMOTION OBLIGATIONS AND RESTRICTIONS

4.1 Permitted Promotional Activities.

You may promote Equipter Products through the marketing channels identified and approved in your application, which may include personal or business websites, blogs, newsletters, social media accounts, podcasts, videos, in-person presentations, and similar channels. All promotion must use the Affiliate Link or direct prospective customers to your dedicated landing page.

4.2 FTC Endorsement Disclosure.

You shall clearly and conspicuously disclose your material connection to Equipter (including the fact that you earn a Commission for referrals) in any communication that endorses, recommends, or promotes Equipter Products, in accordance with 16 C.F.R. Part 255 and any related FTC guidance. Such disclosure must appear in proximity to, and before, the endorsement, and must be in a manner that is easily noticed, read, and understood by the audience.

4.3 Truthful and Accurate Representations.

You shall make only truthful, accurate, and substantiated statements about Equipter, its products, pricing, performance, warranties, and availability. You shall not make any guarantee, warranty, or representation about Equipter Products other than those expressly authorized in writing by Equipter. You shall not state or imply that Equipter endorses or sponsors any of your products, services, statements, or political, religious, or social views.

4.4 Prohibited Conduct.

You shall not, directly or indirectly:

1. Bid on, register, or use any Equipter Marks, misspellings, or variations thereof (including without limitation “Equipter,” “Equipter 4000,” “Tow-A-Lift,” “Roofer’s Buggy,” “RB4000”) as keywords, ad copy, display URLs, or domain names in any paid search, display, social, or other advertising platform (including Google Ads, Bing Ads, Meta Ads, YouTube Ads, TikTok Ads, LinkedIn Ads, and the like), or in any search engine optimization scheme, without Equipter’s prior written consent;
2. Register or use any domain name, social media handle, app name, or business name that contains, is confusingly similar to, or could be mistaken for an Equipter Mark;
3. Send any unsolicited commercial email, SMS, or telephone call promoting Equipter, or otherwise violate the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), GDPR, CCPA, or any other applicable anti-spam, privacy, or consumer protection law;
4. Engage in cookie stuffing, click fraud, traffic injection, malware, adware, spyware, browser hijacking, pop-unders, or any deceptive, misleading, or unfair business practice;
5. Promote Equipter on any website or in any media that contains or promotes content that is obscene, pornographic, defamatory, discriminatory, harassing, violent, hateful, illegal, infringing on the rights of any third party, or that Equipter otherwise reasonably determines is inconsistent with Equipter’s brand and values;
6. Promote, sell, or distribute Equipter Products through any online marketplace (including without limitation eBay, Amazon, Alibaba, Facebook Marketplace, OfferUp, or Craigslist), auction site, coupon site, deal site, cash-back site, loyalty/rewards site, or paid-to-click site, without Equipter’s prior written consent;
7. Modify, reproduce, distribute, create derivative works of, publicly display, or publicly perform any Equipter content, photography, videos, or marketing materials except as expressly authorized in writing by Equipter;
8. Make any statement that disparages Equipter, its products, employees, dealers, partners, or customers; or
9. Take any action that, in Equipter’s reasonable discretion, could harm Equipter’s reputation, brand, goodwill, customer relationships, or dealer relationships.

4.5 Use of Equipter Marks and Marketing Materials.

Subject to and during the term of your participation in the Program, Equipter grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Equipter Marks and any marketing materials expressly provided to you solely for the purpose of promoting Equipter Products in compliance with these Terms and any brand guidelines Equipter may publish from time to time. All goodwill arising from your use of the Equipter Marks inures solely to the benefit of Equipter. You acquire no right, title, or interest in or to the Equipter Marks. Equipter may revoke or modify this license at any time.

4.6 No Authority to Bind.

You have no authority to make any representation, warranty, promise, commitment, quote, contract, or binding statement on behalf of Equipter. You shall not negotiate pricing, terms, delivery, warranty, financing, returns, or any other contractual matter on behalf of Equipter. All such matters must be referred to and handled directly by Equipter.

5. COMMISSIONS AND PAYMENT

5.1 Individualized Commission Rate.

Commission Rates are determined individually for each approved Affiliate and are presented in your Commission Schedule, which is incorporated into these Terms by reference upon your acceptance into the Program. Your Commission Rate is confidential and may not be disclosed to any third party (including other affiliates). Equipter may, in its sole discretion, modify your Commission Rate prospectively upon thirty (30) days’ written notice; such modification will not affect Commissions already earned on Qualified Sales completed prior to the effective date of the change.

5.2 Qualified Sale Requirements.

You earn a Commission only on a Qualified Sale. To be a Qualified Sale, all of the following must be true:

1. The Lead was first captured through your Affiliate Link (the “first-touch attribution” model applies; the first Affiliate properly credited with the Lead receives Commission, and subsequent affiliate touches do not change attribution);
2. The purchase is completed (i.e., the purchase order is signed and full payment is received by Equipter) within nine (9) months of the date the Lead first submitted a form via your Affiliate Link;
3. The Net Sale Price for the transaction equals or exceeds Twenty Thousand U.S. Dollars (US$20,000.00);
4. The Lead is not a Pre-Existing Opportunity. By way of clarification and without limitation, a Lead is a Pre-Existing Opportunity (and therefore disqualified) if, as of the date of Lead submission, (i) Equipter or any of its dealers or sales channels has already created an opportunity, lead record, or CRM entry for that prospect; (ii) Equipter has already presented a written quote or proposal to that prospect; (iii) Equipter has had a substantive sales conversation with that prospect; or (iv) that prospect was an Equipter customer within the prior twelve (12) months;
5. The Lead was not generated through prohibited promotional conduct (Section 4.4) and is not the result of fraud, manipulation, or tracking abuse; and
6. The sale is not subsequently refunded, cancelled, charged back, returned, or unwound during the Clawback Period.

5.3 Exclusions from Commission.

Without limiting Section 5.2, no Commission is payable on:

• Rentals, demos, loaners, trade-ins (whether as standalone transactions or as credit against another transaction), service, parts, accessories, training, financing fees, extended warranties, or shipping;
• Sales to Equipter’s employees, contractors, owners, dealers, sales representatives, or their immediate family members;
• Sales where the customer applies any other discount, promotion, coupon, or referral credit that, in Equipter’s sole discretion, is incompatible with the Program;
• Self-referrals or sales made to you, your employees, owners, immediate family members, or affiliated entities;
• Any transaction below the Twenty Thousand U.S. Dollar (US$20,000.00) Net Sale Price minimum;
• Any purchase completed more than nine (9) months after the original Lead submission; and
• Any transaction otherwise excluded by these Terms or by the terms of your Commission Schedule.

5.4 Calculation and Payment Schedule.

Commissions are calculated on the Net Sale Price of each Qualified Sale at the Commission Rate set forth in your Commission Schedule. Equipter will accrue Commissions in the Affiliate Portal as Qualified Sales are completed. Commissions become payable on a monthly basis, in arrears, approximately thirty (30) days after the end of the calendar month in which the Qualified Sale was completed, subject to (a) the Clawback Period, (b) your having provided current and valid payment and tax information, and (c) the Minimum Payout Threshold set forth in Section 5.7. Payment will be made by ACH, check, or such other method as Equipter elects.

5.5 Clawback Period; Reversals.

All Commissions are conditional and subject to a ninety (90) day clawback period (the “Clawback Period”) from the date the underlying Qualified Sale was completed. If, during the Clawback Period, the sale is refunded, cancelled, returned, charged back, unwound, or otherwise reversed in whole or in part, the corresponding Commission is forfeited or, if already paid, must be refunded by you to Equipter within thirty (30) days of demand. Equipter may, at its option, deduct any such amounts from future Commissions otherwise payable to you.

5.6 Forfeiture for Fraud or Breach.

Equipter may withhold, reverse, or forfeit any Commission (whether accrued, payable, or already paid) if Equipter, in its reasonable discretion, determines that (a) the underlying Lead or sale was generated through fraudulent, deceptive, or prohibited conduct; (b) you have breached these Terms; (c) you have engaged in conduct that harms Equipter’s reputation, brand, or business; or (d) the transaction is otherwise not a bona fide Qualified Sale. In any such case, you shall promptly refund to Equipter all Commissions paid in connection with such Lead or sale, and Equipter’s remedies under this Section are in addition to (and not in lieu of) any other remedies available at law or in equity.

5.7 Minimum Payout Threshold.

No payment will be issued until your accrued, non-clawbackable Commissions exceed One Hundred U.S. Dollars (US$100.00). Amounts below the threshold will roll forward to subsequent payment periods. If your participation in the Program is terminated and your accrued, non-clawbackable balance never reaches the threshold, Equipter has no obligation to pay such balance.

5.8 Disputes.

You must dispute any Commission calculation or attribution in writing within thirty (30) days of the relevant Commission being posted in the Affiliate Portal. Failure to do so constitutes a waiver of any claim regarding that Commission. Equipter’s good-faith determination of attribution, Qualified Sale status, and Commission amount is final and binding.

5.9 Taxes; Independent Contractor.

You are an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, franchise, or agency relationship between Equipter and you. You are solely responsible for all federal, state, local, and foreign taxes, withholding, social security, unemployment insurance, and similar obligations arising from Commissions paid hereunder, and shall provide Equipter with a properly completed IRS Form W-9 (or W-8 series, as applicable) before any payment is made. Equipter will issue an IRS Form 1099 (or equivalent) where required by law.

5.10 Currency.

All amounts referenced in these Terms are in U.S. Dollars. Equipter is not responsible for any currency conversion fees, banking fees, or third-party processor fees incurred by you.

6. LEADS, DATA, AND PRIVACY

6.1 Ownership of Leads and Customer Data.

All Leads and any related customer data (including names, contact information, company information, project information, and any data generated through the form submission, sales process, or customer relationship) are the sole and exclusive property of Equipter. You acquire no right, title, or interest in or to any Lead or customer data, and shall not use, store, transmit, sell, transfer, or otherwise exploit any Lead or customer data for any purpose other than as expressly permitted by these Terms. The Affiliate Portal may display aggregated and individual Lead status to you solely for the purpose of tracking Commissions; you may not export, scrape, copy, or redistribute such data.

6.2 Compliance with Privacy Laws.

You shall comply with all applicable privacy and data protection laws, including without limitation the CCPA/CPRA, GDPR (where applicable), CAN-SPAM, TCPA, and any state-specific privacy and consumer protection laws. You shall obtain all consents and provide all disclosures required by such laws before collecting, using, or transmitting any personal data of prospective customers.

6.3 No Independent Sales Process.

Once a Lead has submitted a form, all further communication with that prospect concerning the purchase of Equipter Products shall be conducted by Equipter or its authorized dealers. You shall not pursue, qualify, negotiate with, quote, contract with, deliver to, or invoice the prospect on behalf of Equipter.

7. INTELLECTUAL PROPERTY

7.1 Equipter’s IP.

As between you and Equipter, Equipter owns and retains all right, title, and interest in and to the Equipter Marks, Equipter Products, Equipter’s websites, the Affiliate Portal, the Affiliate Link infrastructure, all marketing materials provided to you, and all related intellectual property rights worldwide. Nothing in these Terms transfers any such rights to you other than the limited license expressly granted in Section 4.5.

7.2 Your Content.

You retain ownership of any original content you create to promote Equipter (e.g., blog posts, videos, social posts) that does not incorporate Equipter Marks or Equipter-provided materials. You grant Equipter a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, distribute, display, modify, and create derivative works of any content you create and publish about Equipter, solely for Equipter’s marketing, training, and business purposes, with attribution where reasonably practicable.

7.3 Feedback.

If you provide Equipter with any suggestions, ideas, or feedback regarding the Program, Equipter Products, or Equipter’s business, Equipter may use such feedback for any purpose without restriction, attribution, or compensation.

8. CONFIDENTIALITY

You shall (a) hold all Confidential Information in strict confidence, (b) use Confidential Information only for the purpose of performing your obligations under these Terms, (c) not disclose Confidential Information to any third party except with Equipter’s prior written consent, and (d) protect Confidential Information using at least the same degree of care you use to protect your own confidential information, but in no event less than reasonable care. Without limiting the foregoing, you shall not disclose your Commission Rate, the terms of your Commission Schedule, Lead data, customer data, or any non-public Program information. Confidentiality obligations survive termination of your participation in the Program for a period of five (5) years (or, with respect to trade secrets, for so long as the information qualifies as a trade secret under applicable law).

9. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

9.1 Your Representations.

By submitting an application and accepting these Terms, you represent, warrant, and covenant that (a) you have full power and authority to enter into and perform these Terms, and your acceptance and performance will not violate any applicable law or any agreement with a third party; (b) you will perform all obligations under these Terms in a professional manner and in compliance with all applicable laws; (c) your websites, social media accounts, and other promotional channels do not and will not infringe, misappropriate, or violate any third party’s intellectual property, privacy, or other rights; (d) all content you create about Equipter is and will be truthful, accurate, and substantiated; and (e) you have and will maintain all licenses, permits, and registrations required for your business operations.

9.2 Disclaimer.

THE PROGRAM, THE AFFILIATE PORTAL, THE AFFILIATE LINK, THE LANDING PAGES, AND ALL EQUIPTER-PROVIDED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. EQUIPTER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION, OR THAT ANY PARTICULAR LEVEL OF EARNINGS WILL BE ACHIEVED. YOU ACKNOWLEDGE THAT EARNINGS DEPEND ENTIRELY ON YOUR OWN EFFORTS, AUDIENCE, AND MARKET CONDITIONS.

10. INDEMNIFICATION

10.1 Your Indemnification.

You shall defend, indemnify, and hold harmless Equipter and its members, managers, officers, directors, employees, agents, dealers, contractors, successors, and assigns (the “Equipter Indemnitees”) from and against any and all third-party claims, demands, actions, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to (a) your breach of these Terms, including any representation or warranty; (b) your acts or omissions in connection with the Program; (c) your websites, content, or promotional activities, including any claim of infringement, misappropriation, defamation, false advertising, unfair competition, or violation of consumer protection, anti-spam, telemarketing, or privacy law; (d) any unauthorized statement, representation, or warranty you make about Equipter or Equipter Products; or (e) your violation of any applicable law.

10.2 Indemnification Procedure.

Equipter shall promptly notify you of any claim subject to indemnification; provided that failure or delay in providing notice does not relieve you of your indemnification obligations except to the extent you are materially prejudiced. Equipter may, at its option and at your expense, control the defense and settlement of any claim, or permit you to do so subject to Equipter’s right to participate with counsel of its choosing. You may not settle any claim in a manner that imposes any obligation, liability, or admission on Equipter without Equipter’s prior written consent.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EQUIPTER BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOST DATA, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF EQUIPTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability.

TO THE FULLEST EXTENT PERMITTED BY LAW, EQUIPTER’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PROGRAM SHALL NOT EXCEED THE TOTAL AMOUNT OF COMMISSIONS ACTUALLY PAID BY EQUIPTER TO YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Essential Basis.

You acknowledge that the limitations and exclusions in this Section 11 are an essential basis of the bargain between you and Equipter and apply even if any limited remedy fails of its essential purpose. The exclusions and limitations in this Section 11 do not apply to (a) your indemnification obligations, (b) your breach of confidentiality, or (c) any liability that cannot be excluded or limited under applicable law.

12. MODIFICATIONS TO PROGRAM AND TERMS

Equipter reserves the right, in its sole discretion, to modify, suspend, or discontinue the Program (in whole or in part) and to modify these Terms at any time. Equipter will provide notice of material changes by email, by posting in the Affiliate Portal, by updating the Effective Date at the top of these Terms, or by other reasonable means. Modifications take effect upon the effective date specified in the notice (and, if none is specified, upon posting). Your continued participation in the Program after the effective date constitutes acceptance of the modified Terms. If you do not agree to a modification, your sole remedy is to terminate your participation in the Program under Section 2.4.

13. GOVERNING LAW, VENUE, AND DISPUTE RESOLUTION

13.1 Governing Law.

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Binding Arbitration.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Program shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Lancaster County, Pennsylvania (or, by mutual agreement, by videoconference). The arbitrator’s award is final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own attorneys’ fees and costs, except that the arbitrator may award fees and costs to the prevailing party where authorized by law or these Terms.

13.3 Class Action Waiver.

YOU AND EQUIPTER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. The arbitrator has no authority to consolidate claims or to conduct class or representative proceedings.

13.4 Equitable Relief.

Notwithstanding Section 13.2, either party may seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or rights under these Terms, without first resorting to arbitration. For such proceedings, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lancaster County, Pennsylvania.

13.5 Limitations Period.

Any claim arising out of or relating to these Terms or the Program must be commenced within one (1) year after the cause of action accrues; otherwise, the claim is permanently barred.

14. GENERAL PROVISIONS

14.1 Entire Agreement.

These Terms, together with your Commission Schedule and any policies referenced herein, constitute the entire agreement between you and Equipter regarding the Program and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

14.2 Severability.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the parties’ intent.

14.3 Waiver.

No waiver of any provision of these Terms is effective unless in writing and signed by the waiving party. A waiver on one occasion does not constitute a waiver on any other occasion.

14.4 Assignment.

You shall not assign, transfer, or delegate these Terms or any rights or obligations hereunder, in whole or in part, without Equipter’s prior written consent, and any attempted assignment without consent is void. Equipter may freely assign these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization, or sale of assets.

14.5 Force Majeure.

Equipter is not liable for any delay or failure in performance caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, pandemic, fire, flood, labor disputes, supply chain disruption, internet or utility outages, or third-party platform failures.

14.6 Notices.

Notices to Equipter shall be sent to: Equipter, LLC, 49 Eagle Drive, Suite 102, Leola, PA 17540, Attn: Affiliate Program, with a copy by email to sales@equipter.com (or such other address as Equipter may designate). Notices to you may be sent by email to the address provided in your application or via the Affiliate Portal.

14.7 Survival.

Sections 1 (Definitions), 2.5 (Effects of Termination), 5.5–5.6, 5.8–5.9, 6 (Leads, Data, and Privacy), 7 (Intellectual Property), 8 (Confidentiality), 9.2 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law and Dispute Resolution), and 14 (General Provisions) survive termination of your participation in the Program.

14.8 Construction.

Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” These Terms shall not be construed against Equipter as the drafter.

14.9 Electronic Acceptance.

You agree that your electronic acceptance of these Terms—whether by clicking “I Agree,” “Submit,” or any similar button, by checking an acceptance box, by submitting an application that references these Terms, or by participating in the Program in any manner—constitutes your electronic signature and has the same legal force and effect as a handwritten signature. You consent to receive all communications, notices, agreements, and disclosures from Equipter in electronic form.

By submitting your application to the Equipter Affiliate Program, you acknowledge that you have read and understand these Terms and agree to be bound by all of their provisions.