Merchant Agreement

1. Agreement and authority

This Merchant Agreement is between Diversified SaaS, Inc., doing business as Diversified Affiliates ("DA," "we," "us," or "our"), and the individual or entity accepting it ("Merchant," "you," or "your"). Diversified SaaS, Inc. is a Diversified Universal LLC company.

You accept this agreement by clicking acceptance, creating or operating a Merchant Program, inviting or accepting affiliates, using DA tracking or management tools, or otherwise using DA as a merchant. If accepting for an entity, you represent that you have authority to bind it.

2. DA's role

DA provides technology and administrative tools through which merchants may publish, manage, track, and communicate about affiliate programs. DA is not your employee, affiliate, sales agent, collection agent, payment processor, escrow agent, mediator, arbitrator, debt collector, guarantor, legal adviser, tax adviser, or insurer.

You remain the seller or provider, program sponsor, commission obligor, and party responsible for your offers, customers, affiliates, payments, taxes, and legal compliance.

3. Program setup and launch requirements

You must provide complete and accurate business, ownership, website, contact, tax, payout, product, and program information. Before publishing a program, you must complete all required fields, including final Merchant Program Terms, commission rules, attribution window, approval and reversal rules, payment schedule, payout threshold, promotional rules, and tracking readiness.

DA may prevent publication, require corrections, request substantiation, limit features, or remove a program that is incomplete, misleading, unlawful, technically unready, or inconsistent with the DA Terms.

4. Merchant Program Terms and order of precedence

You must create Merchant Program Terms using DA's structured fields and any permitted supplemental text. Your terms form a direct agreement between you and each affiliate who accepts them.

Your Merchant Program Terms may add program-specific rules but may not waive, override, contradict, narrow, or replace the DA Terms, DA rights, platform policies, disclaimers, or applicable law. You may not state or imply that DA owes commissions, guarantees payment or tracking, adjudicates disputes, endorses your business, continuously monitors your status, or is responsible for your products, customers, taxes, affiliates, or conduct. You may not obtain or require disclosure of a stored W-9 without the affiliate's explicit authorization.

DA may reject, remove, or treat as void any conflicting provision. If your terms conflict with the DA Terms, the DA Terms control as to DA and use of the platform. Your nonconflicting terms control only your direct relationship with the affiliate.

5. Required program disclosures

For each program, you must accurately disclose all items required by the Program Terms Standard. Ambiguity is construed against the Merchant as drafter where permitted by law. A hidden rule, private policy, later explanation, or support response cannot retroactively reduce an affiliate's rights.

6. Changes and versioning

DA must preserve each published version, effective date, and affiliate acceptance. You must provide advance notice of material changes through DA. A material change includes a change to rates, eligible actions, calculation base, attribution, review or reversal periods, thresholds, schedule, payment methods or fees, promotional restrictions, lead qualification, or termination effects.

Changes apply prospectively only. The version in effect when the qualifying click, lead, sale, or other defined event occurred controls unless the accepted terms clearly and lawfully specify another rule. You may not retroactively reduce an earned commission or extend an expired reversal period. DA may require affiliates to affirmatively accept material changes before continued participation.

7. Tracking and data integrity

You must implement and maintain tracking as documented, promptly test it, and send complete, timely, accurate events. You may not suppress, fabricate, delay, alter, duplicate, or selectively report events to avoid commissions or distort performance.

You must preserve source records sufficient to verify orders, leads, refunds, cancellations, chargebacks, and payment decisions. DA may request records reasonably necessary to investigate tracking, compliance, or complaints.

"Tracking Verified by Diversified Affiliates" reflects only a successful test at a stated time and is not a guarantee of future operation. You must notify DA promptly of site, checkout, domain, integration, product, pricing, or other changes that may materially affect tracking.

8. Commission decisions and adjustments

You must apply published rules accurately and consistently. You must review activity and approve valid commissions within your stated window. Reversals and denials require a truthful, documented reason authorized by the accepted terms, such as refund, cancellation, chargeback, duplication, fraud, or failure of a defined qualification.

Adjustments must preserve original records. Ordinary reversal windows must be within DA's permitted range, currently 30 through 180 days, with a default of 120 days. After the applicable window expires, ordinary merchant reversal is locked unless DA authorizes a correction for fraud, duplication, manifest error, legal requirement, or another exceptional reason supported by evidence.

9. Direct payment obligation

You alone are responsible for paying affiliates fully and on time under your published terms. DA does not hold deposits or reserves, receive affiliate funds, fund or advance payments, guarantee your obligations, or absorb losses. Platform fees owed to DA do not reduce amounts owed to affiliates unless the accepted Merchant Program Terms expressly and lawfully allocate a specific affiliate-side payment fee.

When you record a payment, you certify that the information is accurate, including affiliate, amount, currency, date, method, reference, included commissions, and any notes. DA may label it "Payment information entered by merchant." An affiliate's report that payment was not received does not silently alter the record and may initiate a private complaint exchange.

Failure to pay on time may cause removal of a Reliable Payments label, restrictions, suspension, termination, notices to affected affiliates, or other enforcement. DA enforcement does not discharge, assume, settle, or adjudicate your debt.

10. Tax obligations and W-9 access

You are the payer and remain solely responsible for determining, filing, furnishing, and retaining any required tax forms and for backup withholding or other tax duties. DA does not determine your filing duties or become the payer by storing information or facilitating authorized sharing.

An affiliate may complete a W-9 at signup or later but must complete required tax documentation before first payout. A stored W-9 is not automatically available to you. You may access it only after that affiliate takes an explicit action authorizing sharing with you, except where law permits or requires otherwise. You must protect tax information, restrict access to authorized personnel, use it only for lawful tax and payment purposes, and retain or destroy it as required by law and the DA Terms.

11. Offers, creatives, and legal compliance

You are responsible for the legality, safety, quality, fulfillment, refunds, warranties, pricing, claims, substantiation, disclosures, intellectual property, privacy, and regulatory compliance of your business, offers, creatives, and instructions.

You must not ask or encourage affiliates to make false, unsupported, deceptive, unlawful, discriminatory, or undisclosed endorsements or claims. You must provide clear brand and disclosure guidance and reasonably monitor affiliate promotion where required. You remain responsible for approving DA-assisted or AI-assisted creatives before publication.

12. Affiliates and fair administration

You may approve, decline, restrict, or remove affiliates for legitimate reasons consistent with law and your published terms. You may not retaliate against an affiliate for a good-faith complaint or withhold compliant, earned commissions merely because the relationship ends.

Unless expressly enabled in your published terms, self-referrals are prohibited. You must state rules for household, employee, owner, related-party, coupon, incentive, and existing-customer transactions where relevant.

13. Verification, status, and continuing accuracy

A Verified Merchant label is point-in-time verification as of the displayed date. It is not DA endorsement, certification, ongoing monitoring, warranty, or guarantee. You may not describe it otherwise.

You must periodically log in, affirm that the business remains operating, and review and confirm your business and program information. You must promptly report material changes, including ownership, legal name, address, domain, contact, solvency, licenses, product line, payment ability, regulatory status, or business closure.

Failure to complete a required affirmation may cause inactivation. An inactivated merchant may be treated similarly to a suspended or terminated merchant for discovery, visibility, access, enrollment, tracking, and other functions. A merchant returning within seven years remains associated with its historical account and records and must complete reactivation and re-verification rather than creating a clean replacement identity.

14. Complaints and cooperation

DA may operate a private BBB-style information exchange. DA may forward allegations and documentation, request your response, permit follow-up submissions, and record the reporting party's satisfied or dissatisfied outcome. You must respond truthfully and within stated deadlines.

DA does not mediate, arbitrate, decide legal liability, compel settlement, act as collection agent, or provide legal advice. DA may separately enforce its own agreements. Complaint and response records are not public ratings but may be retained, analyzed for risk, and disclosed when authorized or legally required.

15. Account security, privacy, and data

You must protect credentials, use appropriate access controls, promptly remove unauthorized users, and notify DA of suspected compromise. You must process personal data lawfully, provide required notices, honor applicable rights, avoid unauthorized enrichment or resale, and use affiliate, lead, customer, payment, and tax data only for the disclosed program purpose.

16. Fees and refunds

You must pay DA fees under the plan and pricing accepted at purchase. Unless a written plan term states otherwise, fees are nonrefundable. Termination, suspension, or inactivation does not create a prorated refund. Diversified Universal LLC or its authorized designee may approve an exception in its sole discretion, and an exception does not create precedent or obligation.

17. Suspension and termination

DA may investigate, restrict, inactivate, suspend, or terminate you or a program for nonpayment, inaccurate information, inactivity, tracking failure, affiliate nonpayment, fraud, illegality, security risk, material breach, failure to cooperate, misleading claims, sanctions risk, insolvency concerns, abandonment, or risk to DA or others.

Either party may terminate as permitted by the selected plan. On termination, no new activity may be accepted, but you remain responsible for commissions earned before the effective termination date, valid post-termination adjustments, taxes, fees, refunds, customer duties, data obligations, and surviving terms.

DA may notify affected affiliates of status and operational facts reasonably necessary to protect them. Inactivation, suspension, or termination does not erase historical records or liabilities.

18. Records and audits

DA may retain agreements, versions, acceptances, tracking, commissions, adjustments, payment reports, W-9 permissions, status changes, complaints, communications, and audit logs for at least seven years after closure or the last relevant financial transaction, whichever is later, and longer when reasonably necessary or legally required.

You must retain adequate supporting records and provide them on reasonable request relating to platform integrity, a complaint, legal compliance, or enforcement. DA may preserve and disclose records in response to valid legal process.

19. Intellectual property

You grant DA a nonexclusive, worldwide, royalty-free license during the agreement and for a reasonable wind-down and archival period to host, reproduce, format, display, distribute, and process your program names, marks, descriptions, links, creatives, and submitted content as necessary to operate, secure, promote, and document DA.

You represent that you own or control all necessary rights. You retain ownership. DA retains all rights in its platform, software, design, documentation, names, marks, aggregated analytics, and improvements.

20. Confidentiality

Each party will protect nonpublic confidential information using reasonable care and use it only for the relationship. Confidential information excludes information lawfully known without restriction, independently developed, publicly available without breach, or lawfully received from another source. Disclosure is permitted to personnel and providers with a need to know and similar duties, or when legally required.

21. Independent contractor; no authority

The parties are independent contractors. Nothing creates employment, agency, partnership, joint venture, fiduciary duty, franchise, or exclusivity. You cannot bind DA or make representations, guarantees, settlements, or commitments for DA.

22. Indemnification

You will defend, indemnify, and hold harmless DA and its owners, affiliates, officers, employees, contractors, and service providers from third-party claims, losses, liabilities, penalties, costs, chargebacks, and reasonable attorneys' fees arising from your business, products, services, customers, offers, promotions, creatives, data, taxes, affiliate relationships, payment failures, legal violations, infringement, fraud, or breach, except to the extent caused by DA's own conduct for which indemnification cannot lawfully be required.

23. Disclaimers and limitation of liability

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, DA DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DA DOES NOT GUARANTEE AFFILIATES, TRAFFIC, SALES, LEADS, REVENUE, TRACKING, AVAILABILITY, COMPLIANCE, OR PROGRAM SUCCESS.

TO THE FULLEST EXTENT PERMITTED BY LAW, DA WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, LOST OPPORTUNITY, AFFILIATE CONDUCT, OR CUSTOMER CLAIMS. DA'S AGGREGATE LIABILITY WILL NOT EXCEED THE GREATER OF $100 OR FEES YOU PAID DIRECTLY TO DA DURING THE SIX MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, EXCEPT WHERE LAW PROHIBITS THIS LIMIT.

24. Changes

DA may amend this Merchant Agreement with notice of material changes. The current version and effective date will be displayed. If you reject a change, you must stop using DA and terminate before it takes effect. DA may require renewed clickwrap acceptance. Changes do not authorize you to alter Merchant Program Terms without following Section 6.

25. General terms

This agreement is governed by Indiana law, without regard to conflict-of-law principles. Exclusive venue will lie in the state or federal courts serving Lake County, Indiana, unless applicable law requires otherwise. The parties waive jury trial to the extent permitted by law.

You may not assign this agreement without DA's written consent. DA may assign it to an affiliate, successor, purchaser, or as part of a reorganization. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder continues. Failure to enforce is not waiver. Electronic records and signatures are valid. The DA Terms and incorporated policies are the entire agreement concerning platform use.

Contact: merchants@diversifiedaffiliates.com

Diversified Affiliates is a service of Diversified SaaS, Inc., a Diversified Universal LLC company.