KudoKids Partner Program Agreement

As used in this Agreement:

• "KudoKids" means Kudo Kids, LLC, a North Carolina limited liability company.
• "Service" means the KudoKids platform and applications.
• "Premium" means a paid KudoKids subscription (as distinct from the free/Explorer tier).
• "Net Premium Payment" means the amount charged to a referred customer for a Premium subscription as recorded in KudoKids' payment system (Stripe) or the applicable app store (Apple App Store / Google Play), before deduction of any payment-processing fees or app-store platform commissions (including Apple/Google in-app-purchase commissions), which KudoKids bears. Refunds and chargebacks are not deducted in this definition; they are handled exclusively under Section 5. Commission is computed on this same gross basis whether the customer subscribed via the web (Stripe) or an in-app purchase (Apple/Google).
• "Active Premium Family" means a referred family with a then-current active Premium subscription.
• "Founding Partner" means a Partner who joined the program before May 1, 2026. A "Non-Founding Partner" is a Partner who joined on or after May 1, 2026.
• "Commission Window" means the period during which a referred customer's payments generate commission: 12 months from the customer's first paid subscription for Non-Founding Partners; the lifetime of the customer's subscription for Founding Partners.
• "Earning Period" means a calendar month, for purposes of the Section 3A election.

KudoKids operates a partner program that allows qualified partners to earn revenue-share commissions by referring paying customers to the KudoKids platform (the "Service"). This Agreement governs the terms of that relationship. The partner program is available to individuals and entities located in the United States, and to individuals and entities located in any other jurisdiction that KudoKids designates as eligible, in which case participation is additionally governed by the International Partner Addendum. KudoKids may expand or restrict geographic eligibility at its sole discretion.

Standard (post-launch): 20% of each referred customer's Net Premium Payment (as defined in Section 0). Founding Partners (joined before May 1, 2026): 30% for the life of each customer.

Performance Tiers (Non-Founding Partners), measured by Active Premium Families: • Standard (0–9): 20% • Silver (10–24): 22% • Gold (25–49): 24% • Platinum (50+): 25%

Commissions are earned only when KudoKids receives payment from the referred customer. Tier upgrades apply to commissions generated after the threshold is reached; they are not retroactive. Referral attribution cookies are valid for 60 days (Standard/Silver) or 90 days (Gold/Platinum/Founding).

Referral attribution is permanent: once a customer is attributed to a Partner, the attribution persists regardless of subscription gaps, cancellations, or plan changes. Permanent attribution determines which Partner is credited for a referred customer; it does not extend the applicable Commission Window or cookie duration. A permanently-attributed customer simply stops generating commissions once the Commission Window closes.

Commission Window: Non-Founding Partners earn commissions on each referred customer's payments for the first 12 months of that customer's paid subscription. Founding Partners earn commissions for the lifetime of each referred customer's subscription.

3.1 Stripe Connect Requirement. Partner must complete Stripe Connect onboarding, including identity verification and bank account linkage, before any commissions are eligible for payout. Commissions will accrue in Partner's dashboard during onboarding but will not be disbursed until Stripe Connect setup is complete. KudoKids is not responsible for delays caused by incomplete or failed Stripe Connect verification. 3.2 Payout Schedule. KudoKids will issue payouts NET 30 days after receiving payment from the referred customer. 3.3 Minimum Payout Threshold. A minimum balance of $25.00 (USD) must be accumulated before a payout is issued. 3.4 Payment Method. Payouts are made exclusively via Stripe Connect direct deposit to Partner's connected bank account. No alternative payment methods are available. 3.5 Currency. All commissions and payouts are denominated in US Dollars (USD).

3A.1 Election. Partner may elect to designate all commission earnings as a "Marketing Impact Fee" payable directly by KudoKids to one or more pre-approved nonprofit organizations. This election must be made prior to the beginning of the Earning Period (prospective only). Changes take effect on the first day of the following calendar month. 3A.2 Nature of Payment. KudoKids intends to structure Marketing Impact Fees as a company marketing expense paid directly by KudoKids to the designated nonprofit(s), and Partner has no right, title, or interest in such payments. KudoKids does not provide tax advice and makes no representation or warranty regarding the tax treatment of amounts directed under this Section; Partner should consult Partner's own tax advisor. KudoKids does not expect to issue an IRS Form 1099 to Partner for amounts paid directly to a nonprofit under this Section, but does not guarantee any particular tax characterization. 3A.3 Designations. Partner may designate up to three (3) pre-approved nonprofit organizations, with allocation percentages that must sum to exactly 100%. KudoKids maintains a list of pre-approved nonprofits; Partner may request additions. 3A.4 Tax Advice Disclaimer. Partner is solely responsible for determining the tax treatment of any election under this Section and for any related filings. 3A.5 Election Mechanics. Partner acknowledges that the election is prospective and that: (a) the election is irrevocable for the current Earning Period; (b) Partner cannot redirect earned commissions retroactively; (c) commissions earned before the election remain subject to standard payout terms. KudoKids has structured the election to be prospective only, but makes no representation regarding its tax treatment for Partner. 3A.6 Mode Switch. Partner may switch between standard commission mode and impact mode at any time, with the change taking effect on the first day of the following calendar month. Commissions created during a given mode are permanently tagged with that mode.

Stripe Connect collects all required tax information through its secure hosted onboarding flow before any payout is issued: a W-9 for US Partners, a W-8BEN for a foreign individual Partner, or a W-8BEN-E for a foreign entity Partner. KudoKids will issue IRS Form 1099-NEC to any US-based Partner whose commissions during a calendar year meet or exceed the then-current IRS reporting threshold under the Internal Revenue Code — $2,000 for payments made on or after January 1, 2026, $600 for earlier years, and as adjusted by the IRS thereafter. Commissions earned by an International Partner (as defined in the International Partner Addendum) for promotional services performed outside the United States are intended to be foreign-source income not subject to U.S. withholding or Form 1042-S reporting; if any payment is nonetheless determined to be U.S.-source, KudoKids may withhold at the statutory rate (currently 30%) or the lower rate available under an applicable income-tax treaty for which Partner has furnished a valid W-8 claiming treaty benefits, and will report such payment on IRS Form 1042-S. Partner is solely responsible for all taxes, duties, and levies arising from commission payments received under this Agreement.

5.1 Chargeback Clawback. If a referred customer initiates a chargeback on a payment for which a commission was previously paid or approved, the full commission amount will be clawed back from Partner's next payout batch. 5.2 Refund Reversal. If KudoKids issues a refund on a payment for which a commission was previously paid or approved, 100% of the commission attributable to the refunded amount will be reversed. Commission reversals under this Section apply only to refunds or chargebacks occurring within 180 days of the original payment; KudoKids will not reverse a commission for a refund issued more than 180 days after the underlying payment. 5.3 Chargebacks and Standing. Isolated, good-faith chargebacks will not, by themselves, negatively affect Partner's program standing or eligibility, and financial clawbacks under Section 5.1 always apply. However, an excessive chargeback rate (exceeding 2% of referred transactions), or three (3) or more chargebacks within any rolling 90-day period, may result in suspension or termination under Sections 11 and 12. The 2% rate and 90-day-count thresholds in this Section and Section 12.2 are the same standard. "Suspension" means temporary deactivation of Partner's referral link pending review; during suspension no new commissions accrue, but commissions already in pending/hold or vested status continue to be treated under Section 12.3 unless and until the matter is resolved as a for-cause termination under Section 12.4. 5.4 Negative Balances. If commission reversals exceed Partner's pending balance, the balance may become negative. Negative balances will be deducted from future earnings. Upon termination, Partner is responsible for any remaining negative balance. 5.5 Commission Hold Period. Commissions are held in 'pending' status for thirty (30) days after the underlying payment is received before becoming eligible for payout, up to forty-five (45) days for purchases made through the Apple App Store or Google Play, reflecting platform remittance and refund windows. 5.6 Clawback Disputes. Partner may dispute a clawback within 14 days of notification by contacting KudoKids in writing. KudoKids will review and respond within 14 business days.

6.1 General Requirement. Partner must clearly and conspicuously disclose their material connection to KudoKids in all promotional content in compliance with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), as updated by the 2023 Endorsement Guides. 6.2 Disclosure Placement. Disclosures must be placed where they are unavoidable by the audience: • Written content (blogs, articles, social posts): Before or immediately adjacent to the first partner link or product mention. • Video content: Within the first 30 seconds of the video AND in the video description. On-screen text overlay is required; description-only disclosure is not sufficient. • Audio content (podcasts): Verbally stated before the first product mention in each episode. • Multi-page content: On every page that contains a partner link or product mention. • Social media stories or ephemeral content: In each individual story frame or slide that references KudoKids. 6.3 Disclosure Content. Disclosures must identify KudoKids by name and make the financial relationship clear. Acceptable examples: "I earn a commission from KudoKids if you purchase through this link," "KudoKids partner — I may earn a commission at no extra cost to you," "Ad — KudoKids partner." Generic hashtags such as "#ad" alone, without identifying KudoKids, are not sufficient. 6.4 Platform Tools. Use of built-in platform partnership or sponsorship tools (e.g., Instagram's "Paid partnership" label) is encouraged but does not replace the disclosure requirements above. Platform tools supplement but do not substitute for FTC-compliant disclosures. 6.5 Monitoring. KudoKids reserves the right to monitor Partner's promotional content for FTC compliance at any time. Partner agrees to cooperate with KudoKids' partner-compliance monitoring program and to provide promotional content for review on request. If KudoKids identifies a disclosure deficiency, Partner will be notified in writing and must correct the issue within 48 hours. Failure to cure within 48 hours constitutes a material breach. 6.6 Repeated Non-Compliance. Three (3) or more disclosure deficiency notices within any 12-month period constitutes grounds for immediate termination under Section 12.

7.1 Target Audience. All marketing and promotional activities must target parents, caregivers, and adult audiences. Partner must never direct advertising, promotions, or communications to children under the age of 13. 7.2 Prohibited Child-Directed Activities. Partner must not: • Place KudoKids promotions on websites, apps, YouTube channels, social media accounts, or other online properties that are directed to children or where children comprise a significant portion of the audience. • Use images, photographs, or likenesses of any real child (including Partner's own children) in promotional materials for KudoKids. Only the illustrated, companion-based, and brand imagery provided by KudoKids may be used. • Offer contests, sweepstakes, giveaways, or incentive programs that are designed to appeal to or solicit participation from children. • Use cartoon characters, child-targeted language, bright animated ads, or other creative elements designed primarily to attract the attention of children in any promotional context outside of KudoKids-provided brand assets. 7.3 No Child Data Collection. Partner must not collect, solicit, store, or transmit any personal information from children under the age of 13, as defined by the Children's Online Privacy Protection Act (15 U.S.C. §§ 6501–6506) and its implementing regulations (16 CFR Part 312). 7.4 Child-Directed Properties. If Partner operates any website, app, or online service that is directed to children or that knowingly collects personal information from children, Partner must independently comply with all COPPA requirements for that property and must not integrate KudoKids partner links or promotions into any child-directed portion of that property. 7.5 COPPA Rule Amendments. Partner acknowledges that the Federal Trade Commission published amendments to the COPPA Rule effective June 23, 2025, with a general compliance deadline of April 22, 2026, which expand the definition of personal information, impose new data security requirements, and restrict targeted advertising to children. Partner must ensure that all promotional activities comply with COPPA as amended, including any additional obligations regarding biometric identifiers, precise geolocation data, and persistent identifiers used for targeted advertising. 7.6 Adult-Audience Contexts. All KudoKids promotional content must appear in contexts where the primary audience is adults and parents (and not children under the age of 13). Partner must not promote KudoKids within content, channels, or communities primarily consumed by children under 13. 7.7 CARU Compliance. Partner must comply with the Children's Advertising Review Unit (CARU) Self-Regulatory Guidelines for Children's Advertising (BBB National Programs) in any content that reaches or is likely to reach children, and must not employ advertising techniques directed to children. CARU compliance is in addition to, not a substitute for, the FTC and COPPA obligations in Sections 6 and 7.

8.1 License Grant. KudoKids grants Partner a limited, non-exclusive, revocable, non-transferable license to use the KudoKids name, logo, companion images, and approved brand assets solely for promoting the KudoKids Service under this Agreement. 8.2 Approved Assets Only. Partner must use only current, approved brand assets as provided through the partner dashboard or official brand kit. Partner must not use outdated logos, unauthorized color variations, or modified versions of KudoKids assets. 8.3 Custom Creative Approval. Any custom creative materials that incorporate KudoKids branding (including custom graphics, video thumbnails, merchandise, or co-branded content) require prior written approval from KudoKids before publication or distribution. 8.4 Restrictions. Partner must not: • Alter, distort, recolor, or modify KudoKids brand assets in any way. • Bid on "KudoKids" or confusingly similar branded keywords in paid search advertising. • Create domain names, subdomains, or URLs incorporating "KudoKids" or confusingly similar variations. • Use "KudoKids" or confusingly similar terms in social media handles, account names, or channel names. • Register, attempt to register, or assist others in registering any trademark, service mark, or domain name that includes "KudoKids" or any confusingly similar variation. 8.5 License Termination. The license granted in Section 8.1 terminates automatically upon termination of this Agreement for any reason. Partner must remove all KudoKids brand assets from websites, social media, marketing materials, and any other media within seven (7) days of termination.

9.1 Truthfulness. All promotional content must be truthful, non-deceptive, and based on Partner's genuine experience with or knowledge of the KudoKids platform. 9.2 Prohibited Claims. Partner must not: • Make health, therapeutic, medical, or psychological treatment claims about KudoKids (e.g., "KudoKids treats ADHD" or "clinically proven to improve behavior"). • Claim or imply that KudoKids is endorsed, certified, or recommended by any school, school district, government agency, medical professional, or regulatory body unless such endorsement has been independently verified and approved in writing by KudoKids. • Guarantee specific behavioral outcomes, academic improvements, or parenting results (e.g., "Your child will stop having tantrums" or "Guaranteed to improve grades"). • Make false urgency or artificial scarcity claims (e.g., "Only 10 spots left!" or "Price increases tomorrow!") unless such claims are factually accurate and authorized by KudoKids. • Make disparaging, defamatory, or misleading comparisons to competing products or services. 9.3 Testimonials. Partner may share genuine personal testimonials and honest reviews. All testimonials must reflect Partner's actual experience. Partner must not fabricate reviews, testimonials, or user stories. Results-based testimonials must include appropriate context that individual results may vary. 9.4 Income Claims. Partner must not make specific income claims or guarantees about the partner program (e.g., "Earn $5,000/month with KudoKids"). General statements that the program offers commission-based income are permitted.

10.1 Email Marketing (CAN-SPAM Act, 15 U.S.C. §§ 7701–7713). All promotional emails must comply with the CAN-SPAM Act, including: • Accurate "From" and "Reply-To" header information identifying the Partner. • Subject lines that are not deceptive or misleading about the email's content. • Clear identification that the message is an advertisement. • A valid physical postal address of the Partner. • A clear and conspicuous opt-out mechanism that is honored within 10 business days. • No sending to purchased, rented, scraped, or harvested email lists. 10.2 SMS and Text Messaging (TCPA, 47 U.S.C. § 227). All promotional text messages must comply with the Telephone Consumer Protection Act, including: • Obtaining prior express written consent from each recipient before sending promotional texts, consistent with the TCPA and the FCC's implementing rules as then in effect. • Maintaining records of consent for each recipient. • Honoring opt-out requests immediately. • Sending promotional texts only between 8:00 AM and 9:00 PM in the recipient's local time zone. 10.3 Unsolicited Direct Messages. Partner must not send unsolicited direct messages or private messages on any social media platform, messaging app, or forum to promote KudoKids. Promotional messaging is permitted only in response to genuine inquiries or within the context of Partner's own content. 10.4 Prohibited List Sources. Partner must not use purchased, rented, borrowed, scraped, or otherwise improperly obtained contact lists for any promotional activity related to KudoKids.

Partner must not engage in: spam, false or misleading claims, fake reviews, cookie stuffing, self-referral, disparagement of KudoKids, use of bots or click farms or automated software to generate clicks or impressions or signups, incentivized signups (paying or rewarding people to sign up) unless explicitly approved in writing by KudoKids, leaking or publicly posting private coupon or promotional codes, creating multiple partner accounts, recruiting, operating, or compensating sub-affiliates, downlines, or any multi-tier referral structure, or placing display ads that mimic official KudoKids communications.

KudoKids will determine in good faith, acting reasonably, whether activity constitutes fraud, and will give Partner notice and an opportunity to respond where practicable before withholding or forfeiting commissions. KudoKids may withhold commissions for up to 90 days during a fraud investigation.

12.1 Termination Without Cause. Either party may terminate this Agreement at any time by providing 30 days written notice. 12.2 Termination for Cause. KudoKids may terminate this Agreement immediately upon: material breach of any provision; engaging in prohibited activities (Section 11); FTC disclosure non-compliance (three or more violations per Section 6.6); COPPA or child safety violations (Section 7); anti-spam violations (Section 10); chargeback rate exceeding 2% of referred transactions; fraud or suspected fraud; or violation of any applicable law. 12.3 Effect of Termination Without Cause. Upon termination without cause by either party: • Partner's referral link is deactivated on the effective termination date. • Commissions already approved (past the hold period defined in Section 5.5) will be paid on the regular payout schedule. • Commissions in pending/hold status as of the termination date will continue through the hold period and be paid if not reversed. • No new commissions accrue after the effective termination date. • Final payout of amounts above the minimum threshold will be issued within 60 days of the effective termination date. • If the final balance is below the $25.00 minimum threshold, KudoKids will issue a final payout within 90 days of the effective termination date regardless of the threshold. 12.4 Effect of Termination for Cause. Upon termination for cause by KudoKids: commissions in pending/hold status, and any commissions attributable to the conduct giving rise to the for-cause termination (including commissions on any referral procured through the prohibited conduct), as reasonably determined by KudoKids, are forfeited regardless of whether they have cleared the hold period. Commissions that have already vested and cleared the hold period and are unrelated to the breaching conduct remain payable on the regular schedule. Partner's referral link is deactivated immediately; no further commissions accrue. 12.5 Negative Balance Upon Termination. If Partner's commission balance is negative at the time of termination, KudoKids will issue an invoice for the outstanding amount. Payment is due within 30 days of invoice date. 12.6 Survival. Sections 5 (Chargebacks), 7 (COPPA), 13 (Indemnification), 14 (Limitation of Liability), 17 (Data Privacy), 18 (Confidentiality), and 19 (Dispute Resolution) survive termination of this Agreement.

Partner agrees to indemnify, defend, and hold harmless KudoKids, its officers, directors, employees, agents, and partners from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: • Partner's promotional activities, marketing content, or advertising methods; • Any breach of this Agreement by Partner; • Partner's violation of any applicable law, regulation, or third-party right; • Content created, published, or distributed by Partner in connection with the partner program; • Partner's tax liability or failure to comply with tax obligations; • Any claim by a third party resulting from Partner's promotional activities; • Partner's use of KudoKids brand assets outside the scope of the license granted herein.

Notwithstanding the foregoing, Partner's indemnification obligation does not extend to any claim arising solely from Partner's use of current, unmodified KudoKids brand assets strictly in accordance with the license in Section 8 and KudoKids' brand guidelines (i.e., a claim that the KudoKids assets themselves infringe a third party's rights), which claim KudoKids retains responsibility for.

THE SERVICE, PARTNER DASHBOARD, TRACKING LINKS, AND COMMISSION CALCULATIONS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, KUDOKIDS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. KUDOKIDS'S TOTAL LIABILITY WILL NOT EXCEED COMMISSIONS PAID TO PARTNER IN THE 6 MONTHS PRECEDING THE CLAIM.

KudoKids may award Premium Passes to Partner as milestone rewards. Partner is encouraged to distribute Premium Passes freely to friends, family, or community members at no charge. Partner must NOT sell, auction, barter, or exchange Premium Passes for monetary value. Violation of this clause constitutes grounds for immediate termination and clawback of all unpaid commissions.

By signing this Agreement electronically, Partner: (a) consents to transact business electronically; (b) acknowledges their electronic signature is legally equivalent to a handwritten signature under the E-SIGN Act (15 U.S.C. § 7001 et seq.); (c) agrees this Agreement is binding and enforceable when signed electronically.

17.1 Dashboard Data. The partner dashboard displays only Partner's own aggregate performance metrics (referral counts, conversion rates, commission amounts, payout history). It contains no personal information of referred customers or children of any kind — neither identified nor de-identified. 17.2 No Re-Identification. Partner must not attempt to re-identify, de-anonymize, or correlate dashboard data with individual customers or families. 17.3 Data Collection Limitations. Partner must not collect personal data beyond what is strictly necessary for referral activities. Partner must not store, copy, or retain any personal data of referred customers beyond what is displayed in their partner dashboard. 17.4 Applicable Law Compliance. Partner must comply with all applicable data protection laws, including the California Consumer Privacy Act/California Privacy Rights Act (CCPA/CPRA), the Virginia Consumer Data Protection Act (VCDPA), the Colorado Privacy Act (CPA), the Connecticut Data Privacy Act (CTDPA), the Texas Data Privacy and Security Act (TDPSA), and all other applicable state comprehensive privacy laws, and COPPA. To the extent Partner processes personal information of California residents on behalf of or in connection with the partner program, Partner agrees to act as a "service provider" under the CCPA and will not sell, share, or use such information for any purpose other than performing under this Agreement. 17.5 Privacy Policy Requirement. If Partner operates a website, blog, or online property that is used to promote KudoKids, Partner must maintain a publicly accessible privacy policy that accurately describes Partner's data collection and sharing practices, including the use of partner tracking cookies. 17.6 Cookie Consent. If Partner uses tracking cookies on their website, Partner must implement proper cookie consent mechanisms as required by applicable law. 17.7 Breach Notification. Partner must notify KudoKids within 72 hours of discovering any data breach involving referred customer data. 17.8 Cooperation. Partner must cooperate with data deletion requests from referred customers or KudoKids, including cooperating with parental requests to delete a child's personal information under COPPA (16 CFR § 312.7). 17.9 Child Data. Partner must never knowingly collect, store, or transmit personal information from anyone under the age of 13.

Partner agrees to treat as confidential all non-public information received through participation in the partner program, including but not limited to commission rates, conversion data, dashboard analytics, program terms, and internal KudoKids communications. Partner must not disclose confidential information to any third party without the prior written consent of KudoKids. This confidentiality obligation survives termination of this Agreement for a period of two (2) years.

19.1 Negotiation. Any dispute arising out of or relating to this Agreement will first be submitted to good-faith negotiation between the parties via email for a period of thirty (30) days. 19.2 Binding Arbitration. If the dispute is not resolved through negotiation, it will be submitted to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA). Arbitration will be conducted by a single arbitrator. The arbitration seat is Wake County, North Carolina, conducted in virtual proceedings unless the parties agree otherwise. Each party will bear its own attorneys' fees unless the arbitrator determines otherwise. For any claim that cannot be brought in small claims court (Section 19.4), KudoKids will pay the portion of AAA filing, administrative, and arbitrator fees that exceeds the cost Partner would incur to file the same claim in a North Carolina state court, so that arbitration cost does not preclude Partner from pursuing a claim. 19.3 Class Action Waiver. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. 19.4 Small Claims Court Exception. Notwithstanding Section 19.2, either party may bring an individual action in small claims court if the dispute falls within the court's jurisdictional limits. 19.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction for violations of intellectual property rights, confidentiality obligations, or other matters requiring urgent equitable relief.

Partner must complete the KudoKids Partner Compliance Training module before their partner account is activated and referral links are enabled. The training covers FTC disclosure requirements, COPPA obligations, brand guidelines, and program rules. KudoKids may require Partner to complete updated training modules when material changes are made to this Agreement, applicable regulations, or program policies. Failure to complete required training within 14 days of notification constitutes grounds for account suspension.

KudoKids reserves the right to modify this Agreement at any time. For material changes to commission rates, payment terms, or program structure, KudoKids will provide 30 days written notice via email. Non-material changes (clarifications, formatting, typographical corrections) are effective immediately upon posting. Continued participation in the partner program after the notice period constitutes acceptance of the modified terms. If Partner disagrees with any material modification, Partner may terminate this Agreement per the Termination clause above. Changes to privacy practices are governed separately by the KudoKids Privacy Policy.

A "change of control" means a merger, acquisition, sale of substantially all assets, or transfer of more than 50% of voting equity of KudoKids. KudoKids may assign this Agreement to a successor entity in connection with a change of control without Partner's consent, provided the successor assumes all of KudoKids's obligations under this Agreement. Commissions survive a change of control on their existing terms — Founding-Partner lifetime terms and Non-Founding 12-month Commission Windows continue unchanged. Partner may not assign or transfer this Agreement or any rights hereunder without the prior written consent of KudoKids.

Partner represents and warrants that: (a) Partner is at least 18 years of age; (b) Partner has full authority to enter into and perform this Agreement; (c) Partner's promotional activities will comply with all applicable laws and regulations; (d) Partner has no outstanding legal judgments, regulatory actions, or pending investigations related to marketing fraud, FTC violations, or data privacy breaches; (e) Partner is located in the United States, or in a jurisdiction KudoKids has designated as eligible under Section 27.2 and the International Partner Addendum, and is not a person or entity with whom transactions are prohibited under U.S. sanctions law (see Section 23(f)); (f) Neither Partner, nor any principal, owner, or beneficial owner of Partner, is (i) identified on the U.S. Treasury Office of Foreign Assets Control (OFAC) Specially Designated Nationals and Blocked Persons List or any other U.S. government restricted-party list, or (ii) ordinarily resident in, or organized under the laws of, a country or region subject to comprehensive U.S. sanctions. Partner will notify KudoKids immediately if this representation becomes untrue, and KudoKids may suspend or terminate this Agreement and withhold payouts to the extent required to comply with applicable sanctions law.

KudoKids reserves the right to audit Partner's promotional activities, traffic sources, and marketing materials at any time to verify compliance with this Agreement. Partner must disclose primary traffic sources and marketing channels upon request. Partner must retain records of promotional activities for a minimum of two (2) years from the date of each activity. Each party bears its own costs of an audit under this Section, unless the audit reveals a material breach by Partner, in which case Partner bears the reasonable cost of the audit.

Partner is not exclusive to KudoKids and may promote competing products. However, Partner must not use referral data, customer information, or relationships gained through the partner program to direct KudoKids customers to competing products. Partner must not solicit or recruit KudoKids employees or contractors during the term of this Agreement and for twelve (12) months following termination.

Partner may use artificial intelligence tools to create promotional content, provided all FTC disclosure requirements under Section 6 of this Agreement are met. AI-generated content must be reviewed by Partner for accuracy before publication. Partner remains fully responsible for all promotional content regardless of how it was produced.

27.1 Governing Law. This Agreement is governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. 27.2 Geographic Scope. The partner program is available within the United States and within any additional jurisdiction KudoKids designates. A Partner located outside the United States participates subject to the International Partner Addendum, which governs tax documentation, payout currency, sanctions, and local-law equivalents. KudoKids makes no representation regarding the program's legality or suitability in any jurisdiction it has not designated as eligible. 27.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the partner program. 27.4 Independent Contractor. Partner is an independent contractor, not an employee or agent of KudoKids. Nothing in this Agreement creates a partnership, joint venture, franchise, or employer-employee relationship. 27.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. 27.6 Force Majeure. Neither party will be liable for failure to perform obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or internet or infrastructure failures. 27.7 Notices. All notices under this Agreement will be sent via email to the registered email address on file. Notices are effective upon delivery. 27.8 Waiver. Failure by either party to enforce any provision of this Agreement does not constitute a waiver of that provision or the right to enforce it later.

This Addendum supplements the KudoKids Partner Agreement (the "Agreement") for any Partner located outside the United States in a jurisdiction KudoKids has designated as eligible (an "International Partner"). Capitalized terms have the meanings in the Agreement. Where this Addendum conflicts with the Agreement, this Addendum controls for International Partners only. 28.1 Eligibility. An International Partner may participate only from a jurisdiction KudoKids designates and Stripe Connect supports for payouts. 28.2 Tax Documentation and Withholding. (a) Through Stripe Connect's hosted onboarding, Partner must provide the correct IRS form — W-8BEN (foreign individual) or W-8BEN-E (foreign entity) — before any payout; US Partners provide a W-9. (b) The parties intend that commissions earned by an International Partner for promotional services performed outside the United States are foreign-source income not subject to U.S. withholding or Form 1042-S reporting. (c) If any payment is nonetheless determined to be U.S.-source, KudoKids may withhold at the statutory rate (currently 30%) or the lower rate available under an applicable income-tax treaty for which Partner has furnished a valid W-8 claiming treaty benefits, and will report on Form 1042-S. (d) Partner is solely responsible for all taxes, duties, VAT/GST, and filings in Partner's own jurisdiction; KudoKids does not provide tax advice. 28.3 Payout Currency and Method. Payouts are made via Stripe Connect to Partner's connected account in a Stripe-supported country. Payouts may be denominated in USD or, where Stripe supports it, Partner's local currency; any currency-conversion cost or FX spread is borne by Partner. The $25.00 minimum payout threshold applies, expressed in USD or its local-currency equivalent at payout. 28.4 Sanctions. The sanctions representation in Section 23(f) applies. An International Partner further represents it is not subject to comprehensive sanctions of its own jurisdiction that would prohibit this relationship. 28.5 Advertising-Disclosure and Consumer-Protection Equivalents. In addition to the FTC obligations in Section 6, Partner must make clear-and-conspicuous material-connection disclosures compliant with the equivalent law of Partner's jurisdiction — including, as applicable, the UK CAP Code / ASA guidance and CMA rules, the EU Unfair Commercial Practices Directive and national transpositions, Canada's Competition Act misleading-advertising rules, and Australia's Australian Consumer Law. Where the local standard is stricter, the stricter standard applies. 28.6 Children's-Privacy and Anti-Spam Equivalents. The child-safety covenants in Section 7 and the anti-spam covenants in Section 10 apply, and Partner must additionally comply with the equivalent laws of Partner's jurisdiction — including the UK/EU GDPR (including Art. 8 age-of-consent as set by the relevant member state) and ePrivacy/PECR, and Canada's CASL for commercial electronic messages. 28.7 Data Protection (Partner as Data Subject). KudoKids processes Partner's personal data (identity, contact, bank, and tax information) to administer the program and pay commissions. For Partners in the UK/EEA, the lawful basis is performance of this Agreement (UK/EU GDPR Art. 6(1)(b)) and compliance with legal obligations (Art. 6(1)(c)) for tax and records; transfers to the United States rely on Standard Contractual Clauses. KudoKids' handling of Partner data is described in the KudoKids Privacy Policy. 28.8 Everything Else Unchanged. All other terms of the Agreement — including commission structure (Section 2), chargeback and clawback (Section 5), the intellectual-property and brand license (Section 8), governing law (North Carolina, Section 27.1), and dispute resolution and arbitration (Section 19) — apply to International Partners without change.