CLOUDFILES AFFILIATE PROGRAM AGREEMENT

Last Updated: 21 May, 2026

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This Affiliate Program Agreement ("Agreement") is entered into between CloudFiles Technologies, Inc. ("CloudFiles", "Company", "we", "our", or "us") and the individual or entity applying to or participating in the CloudFiles Affiliate Program ("Affiliate", "you", or "your").

By applying to or participating in the Affiliate Program, you acknowledge that you have read, understood and agree to be bound by this Agreement and any policies referenced herein.

1. DEFINITIONS

"Affiliate Program" means the CloudFiles affiliate program for HubSpot.

"Affiliate Tool" means the portal provided by CloudFiles for managing participation in the Affiliate Program and includes referral tracking, reporting, payouts and Affiliate Links.

"Affiliate Link" means the unique referral tracking link or code provided by CloudFiles to Affiliate.

"Affiliate Lead" means a prospective customer who accesses CloudFiles through an Affiliate Link.

"Commission" means the referral commission payable to Affiliate for eligible Customer Transactions under this Agreement.

"Customer" means a new customer who purchases CloudFiles products through a valid Affiliate referral.

"Customer Transaction" means an eligible completed purchase of CloudFiles products or subscriptions by a Customer.

"Program Policies" means the operational rules, commission structures, payout rules, branding guidelines, and policies published by CloudFiles and updated from time to time.

2. AFFILIATE PROGRAM ENROLLMENT

2.1 Application and Acceptance

To participate in the Affiliate Program, you must complete and submit the Affiliate application through our website. You agree to provide accurate, complete and up-to-date information during the application process, including a valid and actively monitored email address. CloudFiles reserves the right to approve or reject any Affiliate application at its sole discretion.

Upon acceptance into the Affiliate Program, you may be provided access to the Affiliate Tool, which includes referral links, tracking tools, reporting dashboards, and related program resources. You are solely responsible for maintaining the confidentiality and security of your account credentials and for all activities occurring under your account. CloudFiles shall not be responsible for unauthorized access to or use of your Affiliate account.

Affiliate referrals and Customer Transactions will be tracked using Affiliate Links, cookies, IP logging and related attribution technologies. In order for a referral to qualify for Commission, the prospective customer must access CloudFiles through your valid Affiliate Link and complete an eligible Customer Transaction in accordance with this Agreement and the Program Policies.

CloudFiles may collect, process, and use referral attribution, tracking, and usage information generated through the Affiliate Program for business, operational, fraud prevention, analytics, and program administration purposes.

2.2 Non-Exclusive Relationship

This Agreement does not create an exclusive relationship between the parties. Both parties may market or promote competing products or services.

2.3 Program Policies

Your participation in the Affiliate Program is subject to this Agreement and the Program Policies. CloudFiles may update the Program Policies from time to time. Continued participation in the Affiliate Program constitutes acceptance of such updates.

3. AFFILIATE RESPONSIBILITIES

Affiliate agrees to:

market CloudFiles professionally and ethically;
comply with all applicable laws and regulations;
use only approved CloudFiles marketing materials and Affiliate Links;
provide accurate and non-misleading information regarding CloudFiles products and services. Affiliate shall not:
engage in spam or unsolicited marketing;
bid on CloudFiles trademarks or branded keywords without prior written approval;
use misleading claims or deceptive marketing practices;
use cookie stuffing, bots, fake traffic, or fraudulent referrals;
refer itself or create self-referrals;
impersonate CloudFiles or misrepresent any relationship with CloudFiles;
offer unauthorized discounts, incentives, cashback, or rewards;
use CloudFiles trademarks in domain names, social handles, or advertising without authorization. CloudFiles reserves the right to suspend or terminate Affiliate participation for violations of this Agreement or Program Policies.

4. REFERRALS AND ATTRIBUTION

4.1 Referral Tracking

Referrals will be tracked through Affiliate Links and attribution systems provided by CloudFiles. CloudFiles shall determine referral attribution and eligibility in its sole discretion.

4.2 Eligible Referrals

A referral will qualify for Commission only if:

the Customer is new to CloudFiles;
the Customer is not already engaged in CloudFiles' sales pipeline;
the Customer completes an eligible Customer Transaction within the applicable attribution period of 30 days;
the referral complies with this Agreement and Program Policies.

4.3 Attribution Window

Referral attribution windows, cookie durations, and attribution rules shall be defined in the Program Policies and may be updated by CloudFiles from time to time.

5. COMMISSIONS AND PAYMENTS

5.1 Commission Eligibility

Affiliate shall earn Commission only on eligible Customer Transactions for which CloudFiles has successfully received payment from the Customer. Commission eligibility is subject to compliance with this Agreement and the Program Policies.

5.2 Commission Structure

Unless otherwise stated in writing or in the Program Policies:

Affiliate shall receive thirty percent (30%) recurring commission on eligible subscription revenue received by CloudFiles from referred Customers;
recurring commissions shall apply for a maximum period of twelve (12) months from the Customer's initial paid subscription date.

5.3 Exclusions

Commission shall not apply to:

taxes;
refunds;
chargebacks;
credits;
failed payments; CloudFiles may reverse or withhold Commission for refunded, disputed, fraudulent, or invalid transactions.

5.4 Payment Terms

Commission payouts shall be processed quarterly, subject to:

Valid Invoice and payment information OR an active Stripe payout connection
compliance with this Agreement. CloudFiles may establish minimum payout thresholds in the Program Policies. Affiliate is solely responsible for taxes, fees, and banking charges related to Commission payments.

6. INTELLECTUAL PROPERTY

CloudFiles retains all ownership rights in its products, services, trademarks, logos, branding, content, and materials. Subject to this Agreement, CloudFiles grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use approved CloudFiles marketing materials solely for participation in the Affiliate Program. Affiliate shall not modify or misuse CloudFiles branding or intellectual property. CloudFiles may revoke branding permissions at any time.

7. CONFIDENTIALITY

Each party agrees to protect the confidential information of the other party using reasonable care and to use such information solely for purposes related to this Agreement. Confidential Information does not include information that:

is publicly available;
was independently developed;
was lawfully obtained from a third party;
is required to be disclosed by law.

8. TERM AND TERMINATION

8.1 Term

This Agreement begins upon Affiliate acceptance into the Affiliate Program and continues until terminated.

8.2 Termination Without Cause

Either party may terminate this Agreement at any time upon fifteen (15) days written notice.

8.3 Termination for Cause

CloudFiles may terminate this Agreement immediately if Affiliate:

breaches this Agreement or Program Policies;
engages in fraudulent or unethical conduct;
violates applicable laws;
damages or may damage CloudFiles' reputation or business interests.

8.4 Effect of Termination

Upon termination:

Affiliate shall cease all use of CloudFiles trademarks and marketing materials;
Affiliate Links may be disabled;
unpaid Commission may be forfeited for violations of this Agreement;
CloudFiles may continue engaging referred leads and customers directly. Eligible earned Commission prior to termination shall remain payable in accordance with this Agreement unless termination resulted from Affiliate misconduct or breach.

9. DISCLAIMERS

THE AFFILIATE PROGRAM, AFFILIATE LINKS, AND ALL CLOUDFILES MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. CLOUDFILES DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

CloudFiles does not guarantee uninterrupted operation of the Affiliate Program or tracking systems.

10. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
CLOUDFILES' TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO AFFILIATE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INDEMNIFICATION

Affiliate agrees to indemnify and hold harmless CloudFiles and its affiliates, officers, employees, and agents from claims, liabilities, damages, losses, and expenses arising from:

Affiliate's participation in the Affiliate Program;
Affiliate's violation of this Agreement;
Affiliate's marketing activities;
misuse of CloudFiles trademarks or materials;
violations of applicable laws or third-party rights.

12. COMPLIANCE WITH LAWS

Affiliate shall comply with all applicable laws, including:

advertising laws;
anti-spam regulations;
anti-bribery laws;
export and sanctions regulations;
privacy and data protection laws. Affiliate shall not market or provide access to CloudFiles services to sanctioned or prohibited entities or jurisdictions.

13. GOVERNING LAW

This Agreement shall be governed by the laws of the State of California, United States, without regard to conflict of law principles. Any disputes arising from this Agreement shall be resolved exclusively in the state or federal courts located in San Francisco County, California.

14. GENERAL

14.1 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

14.2 Assignment

Affiliate may not assign this Agreement without prior written consent from CloudFiles. CloudFiles may assign this Agreement without restriction.

14.3 Force Majeure

Neither party shall be liable for delays or failures caused by events beyond reasonable control.

14.4 Severability

If any provision is held unenforceable, the remaining provisions shall remain in effect.

14.5 Entire Agreement

This Agreement, together with the Program Policies, constitutes the complete agreement between the parties regarding the Affiliate Program and supersedes prior agreements or understandings.

14.6 Modifications

CloudFiles may modify this Agreement from time to time. Updated versions will become effective upon posting or notification. Continued participation in the Affiliate Program constitutes acceptance of updated terms.