Affiliate Program Agreement

This Affiliate Program Agreement ("Agreement") is entered into by and between CharterXO LLC, a Florida limited liability company ("CharterXO," "Company," "we," "us," or "our"), and the individual or entity enrolling in the CharterXO Affiliate Program ("Affiliate," "you," or "your").

By submitting an application to the CharterXO Affiliate Program or by participating in the Program, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement. If you do not agree to these terms, do not apply for or participate in the Program.

1. Definitions

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

2. Program Enrollment and Eligibility

2.1 Application and Approval

Participation in the Affiliate Program requires submission of an application through the CharterXO Platform. All applications are subject to review and approval at CharterXO's sole discretion. CharterXO reserves the right to accept or reject any application for any reason or no reason at all. No applicant is entitled to acceptance into the Program.

2.2 Eligibility Requirements

To be eligible for the Affiliate Program, you must:

• Be at least eighteen (18) years of age or the age of majority in your jurisdiction
• Have an existing, active CharterXO account in good standing
• Provide accurate and complete information in your application, including your legal name, valid email address, and intended promotional methods
• Not be located in, or a resident of, any jurisdiction where participation in affiliate marketing programs is prohibited by applicable law
• Not have been previously terminated from the Program for cause

2.3 Stripe Connect Onboarding

Upon approval, Affiliate must complete the Stripe Connect onboarding process to receive Commission payments. Affiliate's participation in the Program is contingent upon successful completion of Stripe Connect onboarding, including all identity verification and banking information requirements. Failure to complete onboarding within sixty (60) days of approval may result in termination of Affiliate's account.

2.4 Account Responsibility

Affiliate is solely responsible for maintaining the security of their CharterXO account and Stripe Connect account. Affiliate shall immediately notify CharterXO of any unauthorized use of their account or any other security breach.

3. Affiliate Obligations and Promotional Guidelines

3.1 Approved Promotional Methods

Affiliate may promote CharterXO through the following methods, subject to the restrictions in this Agreement:

• Personal websites and blogs owned or controlled by Affiliate
• Social media accounts owned or controlled by Affiliate
• Email marketing to recipients who have provided prior opt-in consent to receive communications from Affiliate
• Word-of-mouth and personal referrals
• Content creation (articles, videos, podcasts, reviews) that is truthful and non-deceptive
• Any other method expressly approved in writing by CharterXO

3.2 Promotional Standards

In all promotional activities, Affiliate shall:

• Represent CharterXO, the Platform, and its services accurately and in good faith
• Not make any claims, representations, or guarantees about CharterXO's services that have not been expressly authorized by CharterXO in writing
• Not misrepresent the nature of the relationship between Affiliate and CharterXO
• Not make any representations regarding the safety, seaworthiness, condition, or quality of any vessel listed on the Platform
• Not make any representations regarding the qualifications, certifications, or competency of any captain or crew member on the Platform
• Not misrepresent pricing, availability, or features of any charter listing on the Platform
• Not engage in any promotional activity that is false, misleading, deceptive, defamatory, or that could bring CharterXO into disrepute
• Comply with all applicable laws, regulations, and industry standards in connection with promotional activities

3.3 Marketplace Disclaimer

3.4 Rate Parity

Affiliate shall not advertise or communicate charter rates, subscription prices, or fees that differ from those displayed on the CharterXO Platform. Affiliate shall not offer unauthorized discounts, rebates, or incentives in connection with CharterXO services.

4. FTC Compliance and Disclosure Requirements

4.1 Mandatory Disclosure

Affiliate shall clearly and conspicuously disclose the material relationship between Affiliate and CharterXO in all promotional content, in compliance with the Federal Trade Commission's ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and any applicable state or international disclosure requirements.

4.2 Disclosure Standards

All disclosures must meet the following minimum standards:

• Placement — Disclosures must appear before or alongside any affiliate link or promotional content. Disclosures must not be buried in footnotes, hidden behind "more" links, or placed where a reasonable consumer would not see them
• Written Content — Disclosures in written content (blogs, social media posts, emails) must be in a font size at least as large as the surrounding text and in a contrasting color that is easily readable
• Video Content — Disclosures must appear as an on-screen overlay in a minimum 24-point font, high contrast, and persist for at least three (3) seconds at the beginning of the video. Audio disclosures must occur within the first three (3) seconds of the content
• Social Media — Each individual post containing affiliate links must include its own disclosure. Platform-specific best practices must be followed (e.g., "#ad" or "#sponsored" in a prominent position, not buried among other hashtags)
• Language — Acceptable disclosure language includes, but is not limited to: "I earn a commission if you book through my link," "Affiliate link," "Paid partnership with CharterXO," or "Ad."

4.3 AI-Generated Content

Any promotional content created using artificial intelligence tools must be clearly labeled as AI-generated or AI-assisted, in compliance with applicable FTC guidelines and regulations.

4.4 CharterXO's Right to Monitor

CharterXO reserves the right to monitor, audit, and review Affiliate's promotional content at any time for compliance with this Section 4. Affiliate shall, upon request, provide CharterXO with access to or copies of any promotional content within five (5) business days of such request.

4.5 Non-Compliant Content

If CharterXO determines that any promotional content is non-compliant with this Section 4, Affiliate must remove or correct the content within forty-eight (48) hours of receiving written notice. Repeated non-compliance may result in suspension or termination of Affiliate's account.

4.6 Shared Liability Notice

5. Commission Structure and Earning Rules

5.1 Commission Types

Affiliate may earn the following Commissions, subject to the terms of this Agreement:

5.2 Commission Rates

Commission rates are set by CharterXO at the time of Affiliate's approval and may be adjusted at CharterXO's discretion in accordance with Section 17. Any changes to Commission rates shall apply to future Commissions only and shall not affect Commissions already earned and approved.

5.3 When Commissions Are Earned

A Commission is considered "earned" when all of the following conditions are met:

• The Referred User was properly attributed to Affiliate through CharterXO's tracking systems
• The underlying transaction (subscription payment or charter completion) has been verified by CharterXO
• No cancellation, refund, chargeback, or dispute has been initiated with respect to the underlying transaction
• The Affiliate's account is in active status and not suspended or terminated
• The Commission is not the result of any fraudulent, deceptive, or prohibited activity

5.4 Fraud Prevention Period

All Commissions are subject to a mandatory thirty (30) day Fraud Prevention Period following their creation. During this period, Commissions remain in "pending" status and are not eligible for payout. If the underlying transaction is cancelled, refunded, or subject to a chargeback during the Fraud Prevention Period, the Commission will be automatically cancelled.

5.5 Commission Approval

After the Fraud Prevention Period, Commissions are automatically moved to "approved" status and become eligible for payout in the next payment cycle, subject to the terms of Section 6.

5.6 No Commission on Affiliate's Own Activity

Affiliate shall not earn Commissions on their own purchases, bookings, subscriptions, or any transactions associated with their own CharterXO account or accounts of their immediate family members or household members.

5.7 No Double Commissions

If a Referred User is also attributed to another CharterXO program (including but not limited to the CharterXO Elevate owner loyalty program), the affiliate Commission takes precedence. However, no user shall generate duplicate Commissions across multiple affiliate accounts for the same transaction.

6. Payment Terms and Schedule

6.1 Payment Schedule

Approved Commissions are paid on a monthly basis. Payouts are processed on or about the first (1st) day of each calendar month for all Commissions that reached "approved" status during the prior calendar month.

6.2 Payment Method

All Commission payments are made exclusively through Stripe Connect. Affiliate must maintain a valid, fully onboarded Stripe Connect account in order to receive payments. CharterXO shall have no obligation to make payments through any other method.

6.3 Minimum Payout Threshold

Commission payouts are subject to the minimum transfer amount required by Stripe Connect for Affiliate's country and currency. If Affiliate's approved Commissions for a given month do not meet the minimum threshold, the balance will roll over to the following month and accumulate until the threshold is met.

6.4 Currency

All Commissions are calculated and paid in United States dollars (USD), unless otherwise specified by CharterXO.

6.5 Taxes

Affiliate is solely responsible for all federal, state, local, and international taxes arising from Commission payments received under this Agreement. CharterXO may require Affiliate to provide a completed IRS Form W-9 (for U.S. persons) or W-8BEN/W-8BEN-E (for non-U.S. persons) prior to issuing any payments. CharterXO will issue IRS Form 1099-NEC or other applicable tax forms as required by law. Affiliate acknowledges that CharterXO does not withhold taxes from Commission payments and that Affiliate is responsible for self-reporting all income.

6.6 Payment Disputes

If Affiliate believes a Commission payment is inaccurate, Affiliate must submit a written dispute to CharterXO within thirty (30) days of the payment date. Disputes not raised within this period are deemed waived. CharterXO will investigate in good faith and provide a response within thirty (30) days of receiving the dispute.

6.7 Forfeiture of Unpaid Commissions

If Affiliate fails to maintain a valid Stripe Connect account or fails to provide accurate payment information, and CharterXO is unable to process payment for a period exceeding one hundred eighty (180) days following termination or expiration of this Agreement, all unpaid Commissions shall be forfeited.

6.8 Right to Withhold

CharterXO reserves the right to withhold Commission payments if CharterXO reasonably suspects fraudulent activity, breach of this Agreement, or pending investigation of Affiliate's account. Withheld Commissions will be released or forfeited upon completion of the investigation.

7. Attribution and Referral Tracking

7.1 Attribution Window

A Referred User must create a CharterXO account within ninety (90) calendar days of clicking Affiliate's Affiliate Link in order to be attributed to Affiliate ("Attribution Window"). Referrals that occur after the Attribution Window has expired will not be credited to Affiliate.

7.2 Tracking System

CharterXO uses third-party tracking technology (currently Branch.io) to track referral clicks and attribute Referred Users to Affiliates. Affiliate acknowledges and agrees that CharterXO's tracking systems are the sole and authoritative method for determining referral attribution.

7.3 First-Click Attribution

In the event that a user clicks Affiliate Links from multiple affiliates, the first affiliate whose link was clicked within the Attribution Window shall receive credit, unless CharterXO's tracking systems determine otherwise.

7.4 Tracking Limitations

Affiliate acknowledges that tracking technology is not infallible and that certain factors outside CharterXO's control (including but not limited to browser settings, ad blockers, VPN usage, device changes, and cookie restrictions) may prevent accurate tracking. CharterXO shall not be liable for lost Commissions resulting from tracking failures caused by factors outside CharterXO's reasonable control.

7.5 No Manual Attribution

CharterXO is under no obligation to manually attribute referrals that were not captured by its tracking systems, regardless of the reason for the tracking failure.

8. Intellectual Property

8.1 Limited License

Subject to the terms of this Agreement, CharterXO grants Affiliate a non-exclusive, non-transferable, non-sublicensable, revocable license to use CharterXO's name, trademarks, logos, and approved marketing materials solely for the purpose of promoting CharterXO in accordance with this Agreement.

8.2 Brand Guidelines

Affiliate shall use CharterXO's trademarks and logos in strict accordance with any brand guidelines provided by CharterXO, as may be updated from time to time. Affiliate shall not modify, distort, or alter CharterXO's trademarks or logos in any way without prior written approval.

8.3 No Ownership Transfer

Nothing in this Agreement shall be construed as transferring any intellectual property rights from CharterXO to Affiliate. All rights, title, and interest in and to CharterXO's intellectual property remain exclusively with CharterXO.

8.4 Prohibitions

Affiliate shall not:

• Register, attempt to register, or assist any third party in registering any trademark, domain name, social media handle, or other identifier that is identical to, confusingly similar to, or incorporates CharterXO's trademarks or trade names
• Create derivative works based on CharterXO's intellectual property without prior written consent
• Use CharterXO's intellectual property in any manner that implies endorsement, sponsorship, or affiliation beyond the scope of this Agreement
• Use CharterXO's intellectual property in connection with any content that is illegal, obscene, defamatory, discriminatory, or otherwise objectionable

8.5 License Termination

The license granted in Section 8.1 terminates immediately upon termination or expiration of this Agreement. Affiliate must cease all use of CharterXO's intellectual property and remove all CharterXO trademarks, logos, and marketing materials from Affiliate's websites, social media accounts, and other channels within five (5) business days of termination.

9. Confidentiality

9.1 Confidential Information

Affiliate acknowledges that, in connection with the Program, Affiliate may receive or have access to information that is proprietary or confidential to CharterXO, including but not limited to: Commission rates, conversion metrics, program strategies, business plans, customer data, technical information, and any other information designated as confidential ("Confidential Information").

9.2 Non-Disclosure

Affiliate shall not disclose, publish, or disseminate Confidential Information to any third party without CharterXO's prior written consent. Affiliate shall use Confidential Information solely for the purpose of participating in the Program.

9.3 Exceptions

The obligations in this Section 9 do not apply to information that:

• Is or becomes publicly available through no fault of Affiliate
• Was known to Affiliate prior to disclosure by CharterXO
• Is independently developed by Affiliate without use of Confidential Information
• Is required to be disclosed by law or legal process, provided Affiliate gives CharterXO reasonable prior notice

9.4 Survival

The confidentiality obligations in this Section 9 shall survive termination of this Agreement for a period of three (3) years.

10. Data Privacy

10.1 Compliance with Privacy Laws

Affiliate shall comply with all applicable data privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and any other applicable federal, state, or international privacy laws.

10.2 Limited Data Access

Affiliate's participation in the Program does not grant Affiliate access to CharterXO's user data beyond what is displayed in Affiliate's dashboard (such as aggregate referral counts and Commission amounts). Affiliate shall not attempt to access, collect, scrape, or harvest any personal data from the Platform beyond what is provided through Affiliate's dashboard.

10.3 Consent for Email Marketing

If Affiliate engages in email marketing to promote CharterXO, Affiliate shall ensure that all recipients have provided valid, prior opt-in consent to receive such communications. Affiliate shall comply with the CAN-SPAM Act, GDPR requirements for email marketing, and all other applicable email marketing regulations.

10.4 Data Minimization

In connection with promotional activities, Affiliate shall collect only the minimum personal data necessary and shall not sell, share, rent, or otherwise transfer any personal data collected in connection with CharterXO promotions to any third party.

10.5 Data Breach Notification

If Affiliate becomes aware of any data breach, unauthorized access, or security incident involving any personal data collected in connection with CharterXO promotions, Affiliate shall notify CharterXO in writing within twenty-four (24) hours of discovery.

10.6 Global Privacy Controls

Affiliate shall honor Global Privacy Control (GPC) signals and Do Not Track preferences where required by applicable law.

10.7 Annual Compliance Certification

CharterXO may require Affiliate to provide an annual written certification of compliance with the data privacy obligations set forth in this Section 10.

11. Prohibited Activities and Anti-Fraud

11.1 Prohibited Activities

Affiliate shall not engage in, or permit any third party to engage in, any of the following activities in connection with the Program:

• Cookie stuffing — Placing CharterXO tracking cookies on users' devices without their knowledge or genuine interaction with Affiliate's content
• Click fraud — Generating fake, automated, or fraudulent clicks on Affiliate Links
• Bot traffic — Using bots, scripts, or automated tools to generate referral traffic
• Fake bookings or accounts — Creating fictitious CharterXO accounts, bookings, or subscriptions to generate Commissions
• Trademark bidding — Purchasing PPC advertising that bids on CharterXO's trademarks, brand names, or misspellings thereof without prior written authorization
• Spam — Sending unsolicited commercial email, SMS messages, social media direct messages, or other communications to promote CharterXO
• Incentivized clicks — Offering cash, points, rewards, or other incentives for clicking on Affiliate Links without clear disclosure
• Domain squatting — Registering domain names that incorporate CharterXO's trademarks or trade names
• Malware or adware — Distributing software, browser extensions, or applications that redirect users, inject links, or otherwise manipulate referral tracking
• Misleading advertising — Creating advertisements, landing pages, or content that impersonates CharterXO
• Sub-affiliate networks — Recruiting sub-affiliates or operating an affiliate sub-network without prior written approval from CharterXO
• Platform manipulation — Interfering with or manipulating the Platform's booking process, pricing, or functionality
• Self-referral — Using Affiliate Links for personal transactions or transactions by immediate family members or household members
• Negative SEO — Engaging in any search engine optimization tactics that violate search engine guidelines or applicable law

11.2 Fraud Detection and Monitoring

CharterXO employs fraud detection technology and manual review processes to identify suspicious activity. Affiliate acknowledges and consents to this monitoring.

11.3 Consequences of Prohibited Activity

If CharterXO determines, in its sole discretion, that Affiliate has engaged in any prohibited activity:

• CharterXO may immediately suspend or terminate Affiliate's account
• All pending and unpaid Commissions may be forfeited
• CharterXO may seek recovery of previously paid Commissions obtained through prohibited activity
• CharterXO may pursue any and all legal remedies available, including injunctive relief and damages

11.4 Audit Rights

CharterXO reserves the right to audit Affiliate's traffic sources, promotional methods, and marketing materials at any time upon reasonable notice. Affiliate shall cooperate in good faith with any audit and provide requested information within ten (10) business days.

11.5 Reporting

Affiliate shall promptly report to CharterXO any suspected fraudulent activity by other affiliates, third parties, or users in connection with the Program.

12. Representations and Warranties

12.1 Affiliate Representations

Affiliate represents and warrants that:

• Affiliate has the legal authority and capacity to enter into this Agreement
• If Affiliate is an entity, it is duly organized and in good standing under the laws of its jurisdiction of formation
• All information provided in Affiliate's application and throughout participation in the Program is truthful, accurate, and complete
• Affiliate's participation in the Program does not violate any other agreement, obligation, or applicable law to which Affiliate is subject
• Affiliate has not been convicted of, or pleaded guilty or no contest to, any felony or any crime involving fraud, dishonesty, or moral turpitude
• All promotional content created by Affiliate is original or properly licensed, and does not infringe upon the intellectual property rights of any third party
• Affiliate will comply with all applicable laws, regulations, and industry standards in connection with participation in the Program

12.2 No Authority to Bind

Affiliate has no authority to bind, obligate, or make commitments on behalf of CharterXO. Affiliate shall not represent or imply that Affiliate is an employee, agent, partner, joint venturer, or legal representative of CharterXO.

13. Indemnification

13.1 Affiliate Indemnification

• Affiliate's breach or alleged breach of any term of this Agreement
• Affiliate's promotional content, marketing materials, or advertising methods
• Affiliate's failure to comply with applicable laws, including FTC disclosure requirements, CAN-SPAM Act, GDPR, CCPA, or any other data privacy or consumer protection laws
• Any claims of unsolicited email, spam, or unauthorized communications sent by or on behalf of Affiliate
• Affiliate's misuse, unauthorized use, or infringement of CharterXO's intellectual property or the intellectual property of any third party
• Any claims by third parties arising out of or relating to Affiliate's promotional activities
• Affiliate's negligence, willful misconduct, or fraudulent activity
• Any tax liabilities, penalties, or interest resulting from Affiliate's failure to properly report or pay taxes on Commission income

13.2 Procedure

CharterXO shall promptly notify Affiliate of any claim subject to indemnification. Affiliate shall assume control of the defense of such claim with counsel reasonably acceptable to CharterXO. CharterXO reserves the right to participate in the defense at its own expense. Affiliate shall not settle any claim without CharterXO's prior written consent.

13.3 Survival

The indemnification obligations in this Section 13 shall survive termination or expiration of this Agreement for a period of five (5) years.

14. Limitation of Liability and Disclaimers

14.1 Disclaimer of Warranties

14.2 No Earnings Guarantee

14.3 Limitation of Liability

14.4 Marketplace Liability Disclaimer

15. Term and Termination

15.1 Term

This Agreement begins on the date Affiliate's application is approved by CharterXO and continues until terminated by either party in accordance with this Section 15.

15.2 Termination for Convenience

Either party may terminate this Agreement at any time, for any reason or no reason, upon fourteen (14) days' written notice to the other party.

15.3 Termination for Cause

CharterXO may terminate this Agreement immediately, without prior notice or cure period, if Affiliate:

• Engages in any prohibited activity described in Section 11
• Breaches any material term of this Agreement
• Fails to comply with FTC disclosure requirements after receiving notice
• Engages in conduct that damages or threatens to damage CharterXO's reputation, brand, or goodwill
• Provides materially false or misleading information in connection with the Program
• Becomes the subject of bankruptcy, insolvency, or similar proceedings
• Is convicted of, or pleads guilty or no contest to, any felony or crime involving fraud or dishonesty
• Fails to complete Stripe Connect onboarding within sixty (60) days of approval

15.4 Suspension

CharterXO may suspend Affiliate's account and participation in the Program at any time, pending investigation, without terminating this Agreement. During suspension, no new Commissions shall accrue, and existing pending Commissions shall not be paid until the investigation is resolved. CharterXO will use reasonable efforts to complete any investigation within thirty (30) days.

15.5 Cure Period for Non-Material Breaches

For non-material breaches not described in Section 15.3, CharterXO shall provide Affiliate written notice describing the breach. Affiliate shall have fifteen (15) days to cure the breach. If Affiliate fails to cure within the cure period, CharterXO may terminate this Agreement immediately.

15.6 Effect of Termination

Upon termination or expiration of this Agreement:

• All rights and licenses granted to Affiliate under this Agreement shall immediately cease
• Affiliate shall immediately stop all promotional activities on behalf of CharterXO
• Affiliate shall remove all Affiliate Links, CharterXO trademarks, logos, and marketing materials from all websites, social media accounts, and other channels within five (5) business days
• Commissions that were in "approved" status at the time of termination (except termination for fraud) shall be paid in the next regular payment cycle
• Commissions that were in "pending" status at the time of termination shall continue through the Fraud Prevention Period and, if approved, shall be paid in the regular payment cycle, except in cases of termination for prohibited activity
• Affiliate's Stripe Connect account may be disconnected by CharterXO after all final payments are processed
• Sections 9, 10, 11.3, 13, 14, 16, and 18 shall survive termination

15.7 Automatic Termination

This Agreement shall automatically terminate if CharterXO discontinues the Affiliate Program entirely. In such event, CharterXO shall provide at least thirty (30) days' notice and shall honor all approved Commissions earned prior to the Program's discontinuation.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution proceedings, the parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation. The aggrieved party shall send written notice to the other party describing the dispute in reasonable detail. The parties shall have thirty (30) days from receipt of such notice to resolve the dispute informally.

16.2 Binding Arbitration

16.3 Arbitration Venue and Procedures

• The arbitration shall take place in Miami-Dade County, Florida, or at a location mutually agreed upon by the parties
• The arbitrator shall apply the substantive law of the State of Florida
• The arbitrator's decision shall be final and binding on both parties
• Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines that a party's claim or defense was frivolous
• The arbitrator shall have no authority to award punitive or exemplary damages in excess of compensatory damages
• All proceedings shall be conducted in English

16.4 Class Action Waiver

16.5 Small Claims Exception

Notwithstanding the above, either party may bring an individual action in small claims court in Miami-Dade County, Florida, for claims within the court's jurisdictional limits.

16.6 Injunctive Relief

Nothing in this Section 16 shall prevent CharterXO from seeking temporary or preliminary injunctive relief in a court of competent jurisdiction to prevent irreparable harm, including but not limited to intellectual property infringement, disclosure of Confidential Information, or ongoing prohibited activities.

16.7 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

17. Modification and Amendments

17.1 Right to Modify

CharterXO reserves the right to modify, amend, or update this Agreement at any time. CharterXO shall notify Affiliate of material changes by email or through the Platform at least fourteen (14) days prior to the effective date of such changes.

17.2 Acceptance of Modifications

Affiliate's continued participation in the Program after the effective date of any modification constitutes acceptance of the modified terms. If Affiliate does not agree to any modification, Affiliate's sole remedy is to terminate this Agreement in accordance with Section 15.2.

17.3 Commission Rate Changes

Changes to Commission rates or structure shall be communicated to Affiliate at least thirty (30) days prior to the effective date. Rate changes shall apply only to Commissions earned after the effective date and shall not retroactively affect previously earned Commissions.

18. General Provisions

18.1 Independent Contractor

Affiliate is an independent contractor and not an employee, agent, partner, or joint venturer of CharterXO. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency relationship between the parties. Affiliate is solely responsible for all expenses incurred in connection with promotional activities. Affiliate is not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers' compensation, or unemployment insurance.

18.2 Entire Agreement

This Agreement, together with any policies, guidelines, or documents incorporated herein by reference, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written.

18.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if such modification is not possible, such provision shall be severed from this Agreement. The remaining provisions shall continue in full force and effect.

18.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall constitute a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude further exercise of that or any other right, power, or remedy.

18.5 Assignment

Affiliate may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without CharterXO's prior written consent. CharterXO may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section 18.5 is void.

18.6 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, epidemic, war, terrorism, riot, labor disputes, government actions, internet outages, or third-party service provider failures.

18.7 Notices

All notices under this Agreement shall be in writing and shall be sent to the email address associated with each party's account. Notices are deemed received upon confirmed delivery. CharterXO may also provide notices through the Platform dashboard.

18.8 No Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement shall confer upon any third party any rights, remedies, or claims.

18.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

18.10 Electronic Acceptance

Affiliate agrees that this Agreement may be accepted electronically and that such electronic acceptance shall have the same legal effect as a handwritten signature. CharterXO will maintain a record of the date, time, and manner of Affiliate's acceptance.

18.11 Construction

This Agreement shall not be construed against the drafting party. Both parties acknowledge that they have had the opportunity to review this Agreement and seek legal counsel.

18.12 Contact Information

For questions regarding this Agreement or the Affiliate Program, please contact: