Amboss Affiliate Program Terms

1. The Program

These Affiliate Program Terms (the “Terms”) govern participation in the Amboss Affiliate Program (the “Program”), operated by Amboss Technologies, Inc., a Delaware corporation (“Amboss”). The Program pays approved participants (“Affiliates”) a recurring share of the platform fees Amboss actually collects from merchants the Affiliate refers to the Amboss Payments API. By applying to the Program, you agree to these Terms.

2. Definitions

• Referred Merchant. A business that (a) creates an Amboss Payments account through the Affiliate’s unique tracked referral link or another attribution method Amboss designates, and (b) was not already an Amboss customer or an active sales prospect identified in Amboss’s records at the time of referral.

• Activation. The date a Referred Merchant creates its Amboss Payments account and is attributed to the Affiliate.

• Commissionable Revenue. Volume-based platform fees actually collected by Amboss from a Referred Merchant, net of refunds, credits, and adjustments. It excludes monthly platform fees, on-ramp and off-ramp charges of third-party providers, Rails yield, and any amounts invoiced but not collected.

• Commission Term. The twelve (12) calendar months beginning on a Referred Merchant’s Activation. After the Commission Term ends for a given Referred Merchant, no further commission accrues on that merchant’s activity.

• Rewards Balance. The ledger balance, denominated in USD, of commissions accrued to an Affiliate and not yet claimed.

3. Enrollment, Eligibility, and Screening

3.1 Application. Enrollment is open to individuals (18 years or older) and entities. Applicants must provide: full legal name, date of birth (individuals), country and state/province of residence or organization, email address, and a short description of how they intend to reach merchants. Amboss may request additional information where required for screening.

3.2 Screening. Every application is screened against applicable sanctions lists (including OFAC SDN, UN, and EU designated-party lists) and for politically exposed person (PEP) status before activation. Persons located in, organized in, or ordinarily resident in jurisdictions subject to comprehensive OFAC sanctions or on the FATF blacklist are not eligible.

3.3 Approval. Participation is subject to Amboss’s approval, which Amboss may grant or withhold in its discretion. Approval activates the Affiliate’s referral link and dashboard access. Amboss employees, contractors, and their immediate family members are not eligible. An Affiliate may not refer itself or its own affiliates, subsidiaries, or alter egos.

4. Referrals and Attribution

4.1 Attribution. A merchant is attributed to the Affiliate whose referral link the merchant used when creating its account. Where multiple links are involved, the last link used before account creation controls. Amboss’s records are the system of record for attribution; Amboss will consider, but is not bound by, other evidence an Affiliate submits.

4.2 Manual attribution. Attribution occurs only through the Affiliate’s tracked referral link. Amboss may, in its sole discretion, agree in a signed writing to attribute a specific merchant manually, but has no obligation to offer or support manual attribution.

4.3 One affiliate per merchant. Each Referred Merchant is attributed to exactly one Affiliate. Attribution is not transferable and does not extend to a merchant’s separately onboarded corporate affiliates.

5. Commissions

5.1 Rates. During each Referred Merchant’s Commission Term, the Affiliate earns the applicable percentage of Commissionable Revenue from that merchant:

5.2 Tier evaluation. Elite status is evaluated daily on the trailing 30 days of combined processing volume of the Affiliate’s active Referred Merchants. The rate in effect on the day a commission accrues applies to that commission, across the Affiliate’s entire portfolio. An Affiliate moves between tiers automatically as volume qualifies or lapses.

5.3 Accrual. Commissions accrue to the Rewards Balance as Amboss collects the underlying platform fees, and are stated in USD. Each commission is subject to a pending period for reconciliation and fraud review and becomes claimable when Amboss approves it, and in any event no later than fourteen (14) days after it accrues.

5.4 Adjustments. If collected fees are later refunded, reversed, or determined to result from fraud, self-dealing, or a breach of these Terms, Amboss may deduct the corresponding commission from the Rewards Balance or offset it against future accruals.

5.5 End of Commission Term. No commission accrues on a Referred Merchant’s activity after that merchant’s Commission Term ends. Amboss may, in its discretion, offer extended or renewed terms to individual Affiliates in a signed writing; no course of dealing creates an extension.

6. Rewards Balance and Payouts

6.1 Claim-based payout. Affiliates claim their claimable Rewards Balance from the dashboard to a destination they choose. There is no minimum claim amount. Each commission expires and is forfeited if it remains unclaimed ninety (90) days after it accrues; the dashboard shows the expiry date of every claimable commission.

6.2 Payout rail. At launch, payouts are made exclusively in bitcoin over the Lightning Network, to a Lightning address or invoice the Affiliate provides. The USD-denominated claim amount is converted to BTC at the prevailing market rate at the time the payout is executed. Amboss may add payout methods in the future; no other method is promised.

6.3 Nature of the balance. The Rewards Balance is a bookkeeping entry reflecting amounts payable under these Terms. It is not a deposit, stored value, or investment; it bears no interest; and it is not insured by the FDIC or any other body.

6.4 Compliance holds. Amboss may pause claims where required for sanctions screening, fraud review, or collection of tax documentation under Section 7, and will notify the Affiliate of what is needed to release the hold.

6.5 Dormancy. If an account is terminated for cause, accrued but unclaimed amounts attributable to the violating conduct are forfeited. On termination without cause, Amboss will pay out the remaining properly accrued Rewards Balance following the standard pending period.

7. Taxes

7.1 Documentation threshold. Before a claim that would bring an Affiliate’s cumulative payouts in a calendar year to or above the applicable IRS information-reporting threshold (currently $2,000 for payments made on or after January 1, 2026, indexed for inflation thereafter), the Affiliate must provide: (a) for U.S. persons, a completed IRS Form W-9; or (b) for non-U.S. persons, the applicable IRS Form W-8 (e.g., W-8BEN or W-8BEN-E). Claims that would cross the threshold are paused until valid documentation is received. Amboss may request tax documentation earlier for any Affiliate it reasonably expects to exceed the threshold.

For purposes of this Section, amounts are treated as paid when a claim is executed and funds are delivered, not when commissions are credited to the Rewards Balance. The reporting threshold is measured against amounts actually paid within each calendar year.

7.2 Reporting and withholding. Amboss will file IRS Form 1099-NEC (or any successor form) where required, valuing bitcoin payouts at their fair market value in USD at the time of payment. Where a payee fails to furnish a valid taxpayer identification number, or where withholding is otherwise required by law, Amboss may withhold from payouts (including backup withholding at the applicable rate) or decline to pay until the failure is cured.

7.3 Affiliate responsibility. Affiliates are independent contractors and are solely responsible for their own income, self-employment, VAT, and other taxes, in all applicable jurisdictions, regardless of whether an information return is issued. The Rewards Balance is a bookkeeping entry reflecting amounts payable under these Terms and constitutes a general unsecured obligation of Amboss until claimed.

8. Affiliate Conduct

Affiliates must market the Amboss Payments API truthfully and lawfully. Without limiting that obligation, Affiliates must not:

• Send unsolicited bulk messages (spam) or use purchased contact lists to distribute referral links;

• Bid on “Amboss” or confusingly similar terms in paid search, or register domains, social handles, or app listings containing Amboss trademarks;

• Make earnings claims, guarantees of approval, or representations about the product beyond Amboss’s published materials;

• Hold themselves out as an agent, employee, or representative of Amboss, or purport to bind Amboss to any obligation;

• Offer unapproved rebates, kickbacks, or inducements funded from commissions to the referred merchant;

• Refer merchants engaged in activity that is unlawful where they operate, or located in jurisdictions excluded under Section 3.2;

• Use bots, incentivized clicks, cookie stuffing, or any scheme that manufactures attribution without a genuine referral.

Violation of this Section is a material breach permitting immediate termination for cause and forfeiture under Section 6.5.

9. Trademark License

Amboss grants each approved Affiliate a revocable, non-exclusive, non-transferable license to display Amboss’s name, logo, and approved marketing assets solely to promote the Amboss Payments API in accordance with brand guidelines Amboss publishes. The license ends automatically when participation ends. All goodwill inures to Amboss.

10. Relationship of the Parties

Affiliates are independent contractors. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship. Affiliates have no authority to negotiate pricing, accept merchants, or make commitments on Amboss’s behalf; onboarding, pricing, and acceptance of every merchant remain in Amboss’s sole discretion.

11. Confidentiality

Non-public information an Affiliate learns through the Program (including merchant identities, pipeline information, commission data of others, and unreleased product information) is Amboss confidential information. Affiliates may not use it except to perform under these Terms, and may not disclose it without Amboss’s written consent, during participation and for two (2) years after.

12. Term, Suspension, and Termination

12.1 These Terms apply from approval until terminated. Either party may terminate at any time on notice; Amboss may suspend or terminate immediately for breach, fraud, sanctions exposure, or legal risk.

12.2 On termination without cause, commission continues to accrue through the end of the calendar month of termination on existing Referred Merchants within their Commission Terms, and the resulting balance is payable per Section 6. On termination for cause, accrual stops immediately and Section 6.5 applies.

12.3 Sections 5.4, 6.3, 7, 10, 11, 12, 14, and 15 survive termination.

13. Program Changes

Amboss may amend these Terms, including rates and tiers, on thirty (30) days’ notice by email or dashboard notice. Changes apply prospectively only: commissions already accrued, and the rate applicable to a Referred Merchant for the remainder of the calendar month in which notice is given, are unaffected. Continued participation after the effective date is acceptance. Amboss may wind down the Program on ninety (90) days’ notice, honoring accrued balances and, for then-active Referred Merchants, the remainder of their Commission Terms.

14. Disclaimers; Liability; Indemnity

14.1 The Program is provided “as is.” Amboss does not warrant any level of merchant approvals, volume, fees, or earnings, and tracking or dashboard availability may be interrupted for maintenance or causes beyond Amboss’s control.

14.2 Neither party is liable for indirect, incidental, consequential, special, or punitive damages, or lost profits. Amboss’s total liability under these Terms is capped at the commissions paid and payable to the Affiliate in the twelve (12) months preceding the claim.

14.3 Each Affiliate will indemnify Amboss against third-party claims arising from the Affiliate’s marketing practices, breach of these Terms, or violation of law.

15. General

These Terms are governed by Delaware law, without regard to conflicts rules. Disputes will be resolved in the state or federal courts located in Delaware, and each party consents to their jurisdiction. Affiliates may not assign these Terms without Amboss’s consent; Amboss may assign to an affiliate or successor. Notices to Amboss: [email protected]. If any provision is unenforceable, the remainder stands. These Terms, the application, and any signed attribution confirmations are the entire agreement regarding the Program and supersede prior drafts, including the June 29, 2026 proposal and any published concept pages.