Affiliate Terms of Service

These Affiliate Program Terms of Service (the “Terms”) govern participation in the affiliate program (the “Affiliate Program”) operated by DN MEDIA INC, a Wyoming corporation doing business as DFY Dave (“Company,” “DFY Dave,” “we,” “us,” or “our”). They form a binding agreement between the Company and you (“Affiliate,” “you,” or “your”). By applying to, accepting an offer from, accessing the dashboard of, generating a link under, or otherwise participating in the Affiliate Program, you accept these Terms and our Terms & Conditions, Privacy Policy, and Refund Policy. If you do not accept these Terms, you may not participate in the Affiliate Program.

Summary of Key Terms

The summary below is informational only. The detailed sections below control in any conflict.

1. Definitions

In these Terms:

• “Affiliate Dashboard” means the affiliate portal at buy.dfydave.com/portal (or any successor URL) where commission rates, tracking links, performance data, and payment information are made available to you.
• “Affiliate Link” means the unique tracking URL or coupon code issued by us to attribute referred Customers and Qualifying Sales to you.
• “Approved Commission” means a commission attributable to a Qualifying Sale that has cleared our internal risk review and the applicable refund window and is marked “approved” in the Affiliate Dashboard.
• “Brand Assets” means our trademarks, service marks, trade names, logos, product names, founder names, screenshots, copy, creative materials, videos, and other proprietary content, whether or not registered.
• “Cookie Window” has the meaning given in Section 5.
• “Customer” means any person or entity who purchases a Product through your Affiliate Link.
• “Product” means any product, service, course, coaching program, digital asset, website, or other offering sold by the Company, including without limitation YouTube Monetization, TikTok Monetization, DFY YouTube Videos, Channel Reviews, HRPV Channel Reviews, Amazon Affiliate Websites, and YouTube Coaching with Dave Nick.
• “Qualifying Sale” has the meaning given in Section 6.

2. Program Overview and Relationship of the Parties

The Affiliate Program permits approved Affiliates to promote our Products through Affiliate Links and earn commissions on Qualifying Sales they refer to us, subject to these Terms.

You are an independent contractor. These Terms do not create an employment, partnership, joint venture, franchise, agency, fiduciary, or representative relationship. You have no authority to bind or act for the Company, and you may not represent yourself as an employee, owner, agent, partner, or official representative of the Company.

You are solely responsible for your own marketing strategy, content, websites, advertising spend, business operations, taxes, employees, contractors, and legal compliance.

3. Eligibility and Application

Participation is by application only and subject to our acceptance.

To be eligible, you must (a) be at least eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) have the legal capacity to enter into a binding contract; (c) not be located in, organized under the laws of, or be a national of any country subject to comprehensive U.S. economic sanctions; (d) not appear on any U.S. or international restricted-party or sanctions list; and (e) provide accurate, current, and complete information in your application.

We may accept, reject, suspend, or remove any Affiliate at our sole discretion, with or without cause, and with or without notice. We may reject or remove Affiliates whose websites, social channels, content, advertising practices, audience composition, or business activities are, in our reasonable judgment, misleading, unlawful, offensive, low-quality, off-brand, or otherwise inconsistent with our standards.

Approval as an Affiliate is not an endorsement of you by the Company.

4. Affiliate Account and Account Security

On approval, you will be provisioned an account on the Affiliate Dashboard. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account, whether or not you authorized it. You must notify us promptly at affiliates@dfydave.com of any suspected unauthorized use of your account.

You may not (a) maintain more than one Affiliate account without our prior written consent; (b) transfer, sell, or assign your account to a third party; or (c) use another Affiliate’s account, link, or coupon code.

5. Tracking, Attribution, and Cookie Window

Approved Affiliates will be issued a unique Affiliate Link. Commissions are credited on a last-click attribution basis: the most recent Affiliate Link clicked by the Customer before the Qualifying Sale receives the credit.

We use a one-hundred-eighty (180) day Cookie Window. If a Customer clicks your Affiliate Link and completes a Qualifying Sale within that window, you may be eligible for a commission, subject to these Terms.

Commissions are tracked solely through our affiliate-tracking system. We are not responsible for, and no commission is payable on, any sale not properly attributed to your Affiliate Link, including sales lost to deleted, blocked, or expired cookies; private or incognito browsing; ad-blockers or privacy extensions; cross-device or cross-browser purchases; manual link entry; or any other technical failure outside our reasonable control.

We reserve the right to change tracking technology, attribution methodology, and the Cookie Window prospectively at any time.

6. Qualifying Sales

A “Qualifying Sale” is a completed purchase that satisfies all of the following:

• it is properly tracked through your Affiliate Link in our tracking system;
• it is paid in full by the Customer in cleared funds;
• it is not refunded, canceled, charged back, disputed, reversed, or flagged as suspicious;
• it does not involve actual or suspected fraud, stolen card use, unauthorized payment activity, identity misuse, or payment-method abuse;
• it is not a self-referral or a purchase by a member of your household, your business, or any account or entity you control or are affiliated with;
• it is not made primarily to generate a commission; and
• it is otherwise compliant with these Terms.

We may review, reject, cancel, reverse, claw back, or withhold commissions on any sale that we believe, in our reasonable discretion, may involve fraud, abuse, suspicious billing, stolen payment information, self-referrals, duplicate accounts, coupon abuse, prohibited paid-ads activity, misleading marketing, undisclosed material connections, or any other violation of these Terms.

For the avoidance of doubt, a sale is not final or commissionable until it has passed our internal risk review, the applicable refund window has expired, and the sale remains valid and unreversed.

7. Commission Structure

Commission rates vary by Product, offer, promotion, and Affiliate. The applicable rate for each Product is displayed in the Affiliate Dashboard or otherwise communicated to you in writing. You are responsible for confirming the current rate before promoting a Product.

Unless otherwise agreed in writing, commissions are calculated on the net amount actually received by the Company after taxes, shipping, payment-processing fees, refunds, chargebacks, and discounts.

We may at any time, in our sole discretion and with or without prior notice: (a) change, increase, reduce, or remove any commission rate; (b) exclude specific Products, offers, upsells, downsells, payment plans, custom-priced deals, manually processed transactions, or promotional campaigns from commission eligibility; (c) cap per-Affiliate or per-Customer commissions; or (d) introduce new commission tiers, bonuses, or promotional rates.

Unless otherwise stated, commission changes apply only to sales made after the updated rate becomes active in the Affiliate Dashboard. Commissions earned before the change remain subject to the rate in effect at the time of the original sale, provided the sale remains a Qualifying Sale.

8. Payouts: Minimum, Methods, and Schedule

8.1 Payout minimum.

You must accumulate a minimum unpaid Approved Commission balance of one hundred U.S. dollars ($100 USD) before requesting a payout. Balances below the minimum roll over until the threshold is met.

8.2 Payout methods.

Payouts are issued by bank transfer only. We may add, change, or remove payout methods at our discretion. You are responsible for providing accurate and current bank or payment details. We are not liable for delayed, failed, or misdirected payments resulting from inaccurate or incomplete information you have provided.

8.3 Payout schedule.

Commissions are paid on a net thirty (30) basis. A commission becomes eligible for payout request no earlier than thirty (30) days after the date of the Qualifying Sale, provided the sale remains an Approved Commission and has not been refunded, canceled, charged back, disputed, or reversed. Example: a Qualifying Sale dated January 1 may be requested on or after January 31, subject to the $100 minimum and our approval.

8.4 Fees.

Bank, intermediary, currency-conversion, and transfer-related fees may be deducted from the payout or borne by you.

8.5 Holds.

We may delay or withhold any payout pending investigation of suspicious activity, refund or chargeback risk, policy violations, fraud, tracking disputes, or compliance concerns.

8.6 Stale balances.

If your account is closed, or if you record no clicks, sales, or logins for twelve (12) consecutive months, we may, to the extent permitted by applicable law, forfeit any unpaid commission balance below the minimum payout threshold.

9. Refunds, Chargebacks, Reversals, and Right of Set-Off

If a Customer receives a refund, files a chargeback, cancels a purchase, disputes a transaction, or otherwise reverses a sale, the related commission is not payable. If a commission has already been paid on a sale that is later refunded, charged back, or reversed, you authorize us to deduct, recoup, or set off the amount against current or future commissions, and you agree to repay any negative balance on demand.

We further reserve a right of set-off against any amounts payable to you for any other amounts you owe to us, including under any other agreement between you and the Company.

10. Approved Promotional Channels and Sub-Affiliates

You may promote our Products through your own websites, blogs, email lists you own (and have collected with proper consent), social-media channels, podcasts, video platforms, paid-ad accounts (subject to Section 11), and similar channels you control, in each case in accordance with these Terms.

You may not (a) place Affiliate Links on incentivized-traffic, autosurf, paid-to-click, or click-farm sites; (b) operate the Affiliate Program through a sub-affiliate, downline, multi-tier, or network arbitrage model without our prior written consent; (c) re-distribute or resell your Affiliate Link to third parties; or (d) bundle our Products with third-party offers or rebates without our prior written consent.

Unless we expressly approve a coupon, discount, cashback, or loyalty arrangement in writing, you may not place Affiliate Links on coupon, cashback, deal-aggregator, browser-toolbar, browser-extension, or pop-up sites or apps.

11. Paid Advertising Policy

You may use paid advertising only if you fully comply with this Section 11 and all applicable platform policies, including those of Google Ads, Meta/Facebook Ads, TikTok Ads, YouTube Ads, X Ads, LinkedIn Ads, Reddit Ads, and any other platform on which you advertise.

You may not:

• bid on, or use as keywords, our brand names, company names, product names, founder names (including “Dave Nick”), trademarks, domain names, or any misspellings, variations, or confusingly similar terms thereof;
• use our brand names, product names, trademarks, or confusingly similar terms in ad copy, headlines, display URLs, ad extensions, asset names, domains, subdomains, social handles, channel names, profile names, landing-page URLs, or tracking-link slugs without our prior written approval;
• direct-link paid ads to our website, properties, or domains without our prior written approval;
• present yourself as DFY Dave, Dave Nick, an authorized representative, an employee, or the owner or operator of our Products or website;
• run advertising that violates the rules of the advertising platform, applicable law, or any advertising self-regulatory code, including the FTC Act, the U.K. CAP/ASA Code, the Australian Consumer Law, and equivalent regulations in your jurisdiction;
• use false, misleading, exaggerated, deceptive, or unsubstantiated claims, including fake countdown timers, fake stock-availability indicators, fake reviews, fake testimonials, fake earnings claims, false guarantees, or misleading income or business representations;
• use unauthorized coupon codes, discounts, promotional offers, or rebates;
• run paid traffic through bridge pages, pre-sell pages, advertorials, quizzes, surveys, or funnels containing claims that have not been approved by the Company in writing; or
• target audiences that are inappropriate, illegal, or sensitive, including children under thirteen, vulnerable individuals, or jurisdictions where our Products are not available.

You are solely responsible for all advertising costs. We will not reimburse advertising spend under any circumstances. We may require you, at any time and in our sole discretion, to pause, edit, take down, or permanently remove any advertisement, asset, or campaign.

12. Email, SMS, and Direct-Message Marketing

You may not send spam or unsolicited commercial messages.

All email, SMS, push-notification, and direct-message marketing must comply with all applicable laws, including the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), state-level privacy and messaging laws, the EU GDPR and ePrivacy Directive, the U.K. PECR, the Canadian Anti-Spam Legislation (CASL), and the Australian Spam Act, and with the rules of the platform on which the message is sent.

You must obtain proper consent from recipients, honor opt-out requests promptly, identify yourself accurately as the sender, and include any disclosures required by law.

You may not state or imply that any communication is sent by, on behalf of, authorized by, or officially endorsed by us, unless we have approved that communication in writing in advance.

13. FTC Disclosure and Advertising Compliance

You must clearly and conspicuously disclose your material connection to us whenever you promote our Products, in accordance with the FTC Endorsement Guides (16 CFR Part 255), the FTC’s “Disclosures 101 for Social Media Influencers” guidance, and any equivalent rules in your jurisdiction.

Disclosures must be (a) placed near the relevant claim, link, or endorsement, and not buried in a footer, “about” page, or separate disclosure page; (b) easy for ordinary consumers to notice and understand; (c) made in the same language as the promotional content; and (d) included in every relevant post, video, livestream, story, or message, not only one of them. For video, disclosures must appear both verbally and on screen during the promotion. For short-form social content, disclosures must appear in the visible portion of the post (above the “more” cut-off where applicable). Hashtags such as “#ad,” “#sponsored,” or “#affiliate” alone may not be sufficient if they are not prominent or are surrounded by unrelated tags.

Examples of acceptable disclosure language:

• “I may earn a commission if you buy through my link, at no extra cost to you.”
• “This is an affiliate link. I am paid if you purchase.”
• “Paid affiliate promotion.”

You must comply with all applicable advertising laws, including those prohibiting deceptive or unfair practices (such as Section 5 of the FTC Act), and platform-specific advertising and disclosure rules.

14. Earnings, Income, and Results Claims

Our Products concern online business and revenue generation. Claims about earnings, income, or business results are heavily regulated by the FTC Act, the FTC Endorsement Guides, the FTC’s October 2021 Notice of Penalty Offenses Concerning Money-Making Opportunities, and equivalent rules in other jurisdictions. You must comply with this Section in all promotional activity.

You may not make, imply, or simulate any claim, in any medium, about earnings, income, profits, traffic, sales, monetization, or business results that you cannot substantiate as truthful, typical, and supported by reliable data. This includes, without limitation, prohibitions on:

• specific or numerical income claims (for example, “I made $10,000 in my first month with DFY Dave”);
• “replace your job,” “quit your 9-to-5,” or “fire your boss” framing;
• screenshots of bank balances, payment-processor dashboards, channel earnings, or analytics presented in a manner that suggests typical or guaranteed results;
• lifestyle, luxury, or “before-and-after” imagery (cars, homes, travel, jewelry, large cash piles) presented as outcomes of using our Products;
• guarantees or promises of any specific result, ranking, monetization status, audience growth, or financial outcome;
• “anyone can do this,” “no skill required,” or “passive income on autopilot” framing;
• claims of average earnings without disclosing the actual typicality and methodology of the data;
• testimonials presented as typical when they are not, or testimonials lacking the disclosures required by the FTC Endorsement Guides;
• omission of material information that would change a reasonable consumer’s understanding of the claim; and
• use of our internal earnings, case studies, or revenue figures unless we have published them and you reproduce them accurately and in full context, including all required disclaimers.

If you reference earnings or results, you must (a) use only figures we have officially published; (b) reproduce them accurately and in full context; (c) include a clear and conspicuous disclaimer that results are not typical and that individual outcomes vary; and (d) link to, or reproduce, our Earnings Disclaimer in proximity to the reference.

You acknowledge that our Earnings Disclaimer, incorporated into our Terms & Conditions, applies to your promotional activity, and you agree not to make any representation that contradicts it.

Breach of this Section is a material breach of these Terms and may result in immediate termination, forfeiture of unpaid commissions, claw-back of paid commissions, and indemnification liability under Section 23.

15. Prohibited Marketing Activities

You may not engage in any of the following:

• false, misleading, deceptive, exaggerated, or unsubstantiated advertising;
• fake reviews, fake testimonials, fabricated case studies, or AI-generated endorsements presented as real customer experiences;
• cookie stuffing, forced clicks, hidden iframes, automatic redirects, click fraud, or any tracking manipulation, including the use of bots, click farms, or incentivized clicks;
• adware, malware, spyware, browser hijackers, browser toolbars or extensions that drop affiliate cookies without an affirmative click, or any pop-up, pop-under, or pop-over that loads our Affiliate Link without the user’s clear, intentional click;
• self-referrals, including purchases for yourself, your household, your employees, contractors, business entities, or any account or person you control or are affiliated with;
• trademark infringement, passing off, or impersonation of the Company, Dave Nick, our employees, or our Products;
• registering, using, or trafficking in domain names, social handles, channel names, app names, profile names, or usernames that include our trademarks, “Dave Nick,” “DFY Dave,” our product names, or confusingly similar terms;
• unauthorized coupon, cashback, loyalty, points, or incentive programs;
• spam, unsolicited commercial messaging, scraped or purchased contact lists, mailbox-bombing, or robocalls;
• content that is unlawful, defamatory, hateful, harassing, adult, sexually explicit, violent, gore, discriminatory, child-targeted, or otherwise damaging to our brand or reputation;
• promotion in jurisdictions where our Products are not lawfully available, or to audiences where the promotion would violate applicable law, including U.S. and international sanctions;
• any conduct that violates platform rules, payment-processor rules, search-engine rules, or applicable law; or
• any activity that could expose the Company to legal, regulatory, reputational, or financial risk.

Any breach of this Section is a material breach. We may immediately suspend or terminate your account, withhold or claw back commissions, and pursue any remedy available at law or in equity.

16. Brand Assets, Trademarks, and Intellectual Property

You may use only those Brand Assets we provide or expressly approve in writing, and only to promote our Products in compliance with these Terms. Use of Brand Assets is a limited, revocable, non-exclusive, non-transferable license; it grants you no ownership rights and no right to sublicense.

All Brand Assets, content on our website, Products, course materials, marketing copy, and intellectual property are and remain the exclusive property of DFY Dave or its licensors. You acquire no right, title, or interest in any of our intellectual property by participating in the Affiliate Program. Goodwill arising from your use of our Brand Assets inures solely to the Company.

You may not (a) modify, distort, or recreate our Brand Assets in a manner that misrepresents the Company; (b) combine our Brand Assets with third-party trademarks in a way that suggests joint ventures or co-branding; or (c) use our Brand Assets in any way that violates these Terms or our written guidance.

We may at any time and for any reason require you to remove, modify, or stop using any Brand Asset.

17. Customer Relationship

Customers who purchase through Affiliate Links are customers of the Company, not of the Affiliate. The Company is solely responsible for fulfillment, customer support, refund decisions, pricing, payment processing, billing inquiries, and Customer-account management.

You may not (a) make promises, guarantees, or representations on our behalf; (b) offer or imply discounts, refunds, payment plans, or service-level commitments without our prior written approval; (c) act as customer support for Customers; or (d) collect, store, or process Customer data on our behalf except as permitted by these Terms and applicable law.

If a Customer contacts you with a support, billing, or refund question, you must direct them to support@dfydave.com.

18. Confidentiality and Data Protection

18.1 Confidentiality.

You may receive non-public information from us, including commission rates, conversion data, EPCs, dashboard analytics, product roadmaps, internal marketing materials, draft offers, and other information marked confidential or that a reasonable person would treat as confidential (“Confidential Information”). You agree to (a) keep Confidential Information strictly confidential; (b) use it only to participate in the Affiliate Program; (c) not disclose it to any third party without our prior written consent; and (d) protect it with at least the same degree of care you use to protect your own confidential information, and in no event less than reasonable care. These obligations survive termination for two (2) years, and trade secrets remain protected for as long as they qualify under applicable law.

18.2 Data protection.

To the extent you process personal data of Customers or prospects, you do so as an independent controller under applicable data-protection laws (including GDPR, U.K. GDPR, and CCPA/CPRA). You are solely responsible for your own compliance, including providing required notices, obtaining required consents, honoring data-subject rights, and adopting appropriate technical and organizational measures. You may not sell, share, rent, or transfer Customer or prospect data to any third party except as required by law. Our handling of your personal data is described in our Privacy Policy.

19. Taxes and Payment Documentation

You are solely responsible for all taxes, duties, withholdings, social-security contributions, sales tax, VAT, GST, reporting obligations, and government filings related to your commissions and your participation in the Affiliate Program.

Before issuing any payment, we may require you to provide tax forms, identity verification, business information, bank or payment information, sanctions screening, and any other documentation we reasonably require, including IRS Form W-9 (for U.S. persons) or Form W-8BEN or W-8BEN-E (for non-U.S. persons), as applicable.

If you are a U.S. person and we pay you $600 or more in a calendar year, we will issue an IRS Form 1099-NEC (or its applicable successor). If you are a non-U.S. person, we may be required to withhold tax under U.S. law and any applicable tax treaty.

Failure to provide required documentation, or providing inaccurate information, may result in delayed payouts, withheld payouts, or termination.

20. Term, Suspension, and Termination

These Terms become effective on the date you join the Affiliate Program and continue until terminated.

20.1 Termination by you.

You may terminate at any time by closing your account, ceasing use of all Affiliate Links and Brand Assets, and notifying affiliates@dfydave.com.

20.2 Termination by us.

We may suspend or terminate your account, immediately and without notice, if we believe in our reasonable discretion that you have violated these Terms, harmed our brand, engaged in fraud or abuse, or created legal or reputational risk. We may also terminate the Affiliate Program in whole or in part at any time.

20.3 Effect of termination.

On termination: (a) you must immediately cease using all Affiliate Links, Brand Assets, promotional materials, trademarks, and any claim of association with us; (b) commissions earned before termination are payable only if they are valid Approved Commissions, not subject to refund or chargeback, and not connected to any violation of these Terms; (c) we may forfeit any unpaid commissions tied to violations; and (d) provisions that by their nature should survive termination will survive.

21. Modification of Terms

We may update, modify, or replace these Terms at any time by posting the updated version on our website, in the Affiliate Dashboard, or by emailing you. The updated Terms become effective on the date posted unless we specify a later effective date. Your continued participation in the Affiliate Program after the effective date constitutes acceptance of the updated Terms. If you do not accept the updated Terms, you must terminate your participation under Section 20.1.

22. Disclaimers, Limitation of Liability, and No Guarantee of Earnings

22.1 Disclaimers.

THE AFFILIATE PROGRAM, AFFILIATE DASHBOARD, TRACKING SYSTEMS, AND BRAND ASSETS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE PROGRAM, AFFILIATE DASHBOARD, OR TRACKING WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM LOSS OF DATA.

22.2 No guarantee of earnings.

Participation does not guarantee any commissions, sales, traffic, income, or business results. Affiliate success depends on factors outside our control, including audience, traffic quality, market conditions, offer fit, and your own marketing strategy. Our Earnings Disclaimer applies in full.

22.3 Limitation of liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR RESPECTIVE OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, PARTNERS, OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY TO ANY AFFILIATE IN CONNECTION WITH THESE TERMS OR THE AFFILIATE PROGRAM WILL NOT EXCEED THE LESSER OF (A) THE UNPAID APPROVED COMMISSIONS OWED TO THAT AFFILIATE WHEN THE CLAIM ARISES, AND (B) THE TOTAL COMMISSIONS PAID TO THAT AFFILIATE IN THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

If applicable law does not allow the exclusion or limitation of certain damages or liabilities, the foregoing limitations apply only to the extent permitted.

23. Indemnification

You will indemnify, defend, and hold harmless the Company, its affiliates, and their respective owners, officers, directors, employees, contractors, agents, partners, and licensors from and against any and all claims, demands, actions, losses, damages, judgments, settlements, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to: (a) your marketing, promotional, or business activities; (b) your breach of these Terms; (c) your violation of applicable law, regulation, or platform rule; (d) your misleading, deceptive, or non-compliant claims, disclosures, advertisements, emails, messages, or content; (e) your misuse or unauthorized use of our intellectual property or Brand Assets; (f) your handling of personal data; (g) any tax obligation arising from your commissions; or (h) any third-party claim that your activity caused harm or violated their rights.

We may, at our option and at your expense, assume exclusive control of the defense and settlement of any claim, in which case you will cooperate fully with us. You may not settle any claim that imposes any obligation on us without our prior written consent.

24. Force Majeure

Neither party will be liable for any failure or delay in performance, other than payment of finalized Approved Commissions, caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, civil unrest, government actions, sanctions, embargoes, labor disputes, internet or telecommunications outages, payment-processor or banking-system failures, platform outages, hacking, or denial-of-service attacks.

25. Governing Law and Dispute Resolution

These Terms are governed by and construed under the laws of the State of Wyoming, U.S.A., without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25.1 Informal resolution.

Before initiating any formal proceeding, the parties will attempt in good faith to resolve any dispute by informal discussion, beginning within thirty (30) days after written notice of the dispute is given.

25.2 Binding arbitration.

If informal resolution fails, any dispute, claim, or controversy arising out of or relating to these Terms or the Affiliate Program will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, by a single arbitrator, with the seat of arbitration in Sheridan County, Wyoming. The arbitrator’s award may be entered in any court of competent jurisdiction. Each party will bear its own legal costs unless the arbitrator determines otherwise.

25.3 Class-action waiver.

YOU AND THE COMPANY 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, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

25.4 Equitable relief.

Either party may seek injunctive or other equitable relief in a court of competent jurisdiction located in Wyoming to protect its intellectual property rights or Confidential Information.

26. General Provisions

26.1 Notices.

Formal notices to us must be sent in writing to affiliates@dfydave.com or to the postal address in Section 27. Notices to you may be sent to the email address on file in your affiliate account.

26.2 Assignment.

You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may freely assign these Terms, in whole or in part, to any affiliate, successor, or acquirer. Any attempted assignment in violation of this Section is void.

26.3 Severability.

If any provision of these Terms is held unenforceable, invalid, or illegal, that provision will be modified to the minimum extent necessary to make it enforceable or, if not possible, severed; the remaining provisions remain in full force.

26.4 Waiver.

No failure or delay by either party in exercising any right operates as a waiver. Any waiver must be in writing and signed by the waiving party.

26.5 Survival.

All provisions that by their nature should survive termination, including those concerning earned commissions, indemnification, confidentiality, intellectual property, disclaimers, limitation of liability, governing law, and dispute resolution, will survive.

26.6 Headings.

Section headings are for convenience only and do not affect interpretation.

26.7 Entire agreement.

These Terms, together with our Terms & Conditions, Privacy Policy, Refund Policy, Earnings Disclaimer, and any written addenda we issue, constitute the entire agreement between you and us regarding the Affiliate Program and supersede all prior or contemporaneous communications.

26.8 Order of precedence.

In any conflict between these Terms and another agreement between you and the Company, these Terms control with respect to the Affiliate Program, unless the conflicting agreement is a signed amendment that expressly references and supersedes these Terms.

27. Contact

Questions about the Affiliate Program may be sent to:

DN MEDIA INC
30 North Gould Street
Sheridan, Wyoming 82801
United States
Email: affiliates@dfydave.com
Website: https://www.dfydave.com/affiliate