Affiliate Program Agreement

By engaging with Cloud Winnings’ affiliate marketing program (“Program”), using the Cloud Winnings platform (“Platform”), clicking “Create an Account,” making a purchase, or registering using a referral code (whether your own or another user’s), you agree that you are an Affiliate of Cloud Winnings Inc. (“Cloud Winnings,” “we,” “our,” or “us”) and are bound by the terms of this Affiliate Program Agreement (“Agreement”).

Any user who uses their own referral code or the referral code of another person to create an account on Cloudwinnings.com is automatically deemed an Affiliate under this Agreement. Affiliates may be displayed on the leaderboard during Referral Competitions, which are part of a patent pending referral leaderboard system operated exclusively by Cloud Winnings. Placement on the leaderboard does not guarantee rewards, and all rankings are subject to verification and potential adjustment.

This Agreement is a binding contract between you (“Affiliate”), Cloud Winnings Inc., and, where applicable, our approved third-party partners. Failure to comply with any part of this Agreement may result in removal from the Program, loss of leaderboard position, forfeiture of earned entries, or other actions at Cloud Winnings’ sole discretion.

Cloud Winnings may update or revise this Agreement at any time. Updates will be communicated via the Platform, by posting on our website, or through other reasonable means. Significant changes may also be sent via email or in-app notifications. Your continued participation in the Program after any update constitutes acceptance of the revised terms.

If you do not agree with any provision of this Agreement, do not create an account, use a referral code, or participate in any way in the Cloud Winnings Affiliate Program.

Right to Modify Agreement

Cloud Winnings Inc. reserves the right to amend, modify, or update this Agreement, including any incorporated policies, at any time and at its sole discretion. Any such changes will be effective immediately upon posting to the Cloud Winnings Platform or related websites, unless otherwise stated. It is your responsibility to review this Agreement periodically to remain informed of any updates. Your continued participation in the Affiliate Program, use of a referral code, or engagement with the Platform after any changes have been posted constitutes your full and binding acceptance of the updated Agreement. If you do not agree with any modification, your sole remedy is to discontinue participation in the Program and cease all use of the Platform.

Section A – General Terms for All Affiliates

Terminology

·       Affiliate or You – Any person or organization that has consented to and accepted the terms laid out in this Agreement, including any user who registers on Cloud Winnings by using a referral code (their own or another’s) or who engages in any referral-based activity.

·       Affiliate Account – A program-specific account for Affiliates.

·       Referral Affiliate – An Affiliate who actively promotes Cloud Winnings using an authorized referral link or code and participates in referral-based activities, which may include patent pending leaderboard competitions.

·       Leaderboard – A publicly or semi-publicly displayed ranking system for Affiliates during Referral Competitions. Rankings are based on referral performance as determined by Cloud Winnings and are subject to verification and adjustment.

·       Customer – Any individual who visits or conducts a transaction with the Merchant Store.

·       Customer Data – All data related to a Customer, including personal details, order history, payment information, and account particulars.

·       Link or Links – The text and graphic-based hyperlinks supplied by the Platform to facilitate navigation to Cloud Winnings’ website or mobile app, which may also include a referral code.

·       Service – The commerce platform hosted by Cloud Winnings, accessible at www.cloudwinnings.com, including any associated websites, products, or services.

·       Cloud Winnings Creative – Any marketing or promotional materials related to Cloud Winnings.

·       Cloud Winnings Related Entity/ies – Any entities under common control with Cloud Winnings.

·       Cloud Winnings Trademarks – All registered and unregistered trademarks owned by Cloud Winnings Inc.

·       Taxes – All forms of governmental taxes, fees, or charges.

·       Websites – Any web pages or platforms, including social media pages, operated or controlled by the Affiliate.

FTC Compliance

2.1 The United States Federal Trade Commission (“FTC”) has established guidelines for endorsements and testimonials to ensure transparency between endorsers and consumers. As a participant in the Cloud Winnings Program, an Affiliate earns mini entries or main entries for referring new users to Cloud Winnings. This incentive may create a “material connection” as defined by FTC regulations, thereby imposing a duty on the Affiliate to disclose this connection to consumers.

2.2 To comply fully with these guidelines, Affiliates are required to (a) clearly and conspicuously disclose that they earn entries for referring new users to Cloud Winnings, and (b) refrain from any advertising that could be perceived as misleading or deceptive. Affiliates should consult the FTC’s official statement to understand these guidelines thoroughly.

Duties of the Affiliate

3.1 Promotional Efforts – Affiliates are responsible for all costs and expenses incurred in their marketing or promotional activities for Cloud Winnings, any Cloud Winnings Related Entity, their own Websites, or other products or services linked to their participation in the Program (“Affiliate Marketing Activities”).

3.2 Adherence to Legal and Industry Standards – Affiliates must comply with all laws, obtain necessary permits, and uphold industry standards.

3.3 Obligation to Report – Affiliates must promptly inform Cloud Winnings of any issue that could result in liability.

3.4 Transparency with Merchants – Affiliates must disclose any fees or benefits received in connection with referrals.

3.5 Additional Provisions for Affiliates – Must be 18+ (or age of majority), act for business purposes, and ensure compliance by any agents or subcontractors.

Entries and Incentives

4.1 Affiliates earn non-monetary entries (“Entries”) by participating in the Program.

4.2 Affiliates are responsible for any taxes on prizes or rewards.

4.3 Cloud Winnings may retract or adjust Entries for fraud, invalid activity, or technical errors.

Termination Protocols

Cloud Winnings or the Affiliate may terminate this Agreement at any time. Upon termination, all Entries are void, and the Affiliate must cease use of Cloud Winnings promotional materials and trademarks.

Intellectual Property Rights

All Cloud Winnings trademarks, content, and patents (including the patent pending referral leaderboard system) remain the sole property of Cloud Winnings. Unauthorized use is prohibited.

Confidentiality

Affiliates must protect all non-public business and technical information of Cloud Winnings and may only use it to fulfill obligations under this Agreement.

Disclaimer of Warranty & Limitation of Liability

The Program and services are provided “as-is.” Cloud Winnings is not liable for indirect, incidental, or consequential damages, including leaderboard position loss or lost entries.

General Provisions

Includes force majeure, independent contractor status, non-exclusivity, notice requirements, governing law, and severability.

Part B – Additional Terms Applicable to Referral Affiliates

This Part B applies to all Affiliates who participate in referral-based activities, including anyone who: Registers using a referral code, Shares their own referral code, or Participates in any patent pending Cloud Winnings referral leaderboard competition.

Affiliate Leaderboard Ranking System Disclaimer

The leaderboard ranking system is part of a patent pending technology. While we strive for accuracy and fairness, technical issues, third-party errors, or unforeseen events may impact rankings. Cloud Winnings reserves the right to adjust rankings at any time, and such determinations are final.

System Disruption and Miscalculation Disclaimer

By participating in the Cloud Winnings Affiliate Program, you acknowledge and agree that the Program relies on complex computer systems, servers, databases, and proprietary algorithms. As with any technology-based system, there is a possibility of disruptions, outages, system errors, bugs, or miscalculations in logic that could temporarily or permanently affect your account, leaderboard position, entries, or rewards. These issues may be caused by factors including, but not limited to, scheduled maintenance, server failures, software defects, third-party service disruptions, cyberattacks, or other unforeseen events beyond our reasonable control.

While Cloud Winnings will make reasonable efforts to detect, prevent, and resolve such issues promptly, we make no guarantee that the systems will be uninterrupted or error-free. Cloud Winnings shall not be liable for any losses, perceived or actual, arising from such disruptions, errors, or miscalculations. We reserve the right to make adjustments or corrections to accounts, entries, and leaderboard rankings as necessary to address these issues, and such determinations will be final and binding.

Right to Decline Participation

If you do not agree with this Agreement, including any updates or changes, or if you are unwilling to accept the possibility of system disruptions, leaderboard adjustments, or other limitations described herein, you have the right to decline participation. To exercise this right, you must immediately cease using your Affiliate Account, stop all referral activity, and refrain from accessing or using any part of the Cloud Winnings Platform. Continued use of the Platform, a referral code, or participation in any Affiliate Program activities after the effective date of these terms will be deemed as your full and informed acceptance of this Agreement.

Identity Verification and Anti-Fraud Measures

To protect the integrity of the Affiliate Program and combat fraudulent activity, Cloud Winnings reserves the right to request identity verification and additional information from any Affiliate at any time. This may include, but is not limited to:

·       • Live video call verification with a Cloud Winnings representative.

·       • Submission of valid government-issued identification, such as a driver’s license or passport.

·       • Submission of recent bank statements or utility bills.

·       • Confirmation of home address and other relevant contact information.

Failure to comply with any such request within a reasonable timeframe may result in suspension or termination of your Affiliate Account, loss of leaderboard position, forfeiture of earned entries, and/or disqualification from current or future competitions. Cloud Winnings reserves the sole discretion to determine whether the provided documentation is satisfactory and may take further actions as necessary to protect the Program from abuse.

Affiliates may also be required to upload the requested documentation through approved third-party verification software for the purpose of confirming identity, validating winners, or verifying affiliate eligibility. By providing such information, you acknowledge and agree that Cloud Winnings Inc. retains the rights to use this information as necessary to enforce program rules and maintain platform integrity. Failure to provide the requested documentation within a reasonable period of time, not less than thirty (30) days from the date of request, may result in forfeiture of any prize or prizes and may lead to permanent banning from the Cloud Winnings Platform.

Cloud Winnings Inc. shall have sole and absolute discretion to determine whether the verification materials provided are complete, authentic, and satisfactory. All such determinations are final, binding, and not subject to appeal. By participating in the Affiliate Program, you waive any right to contest Cloud Winnings’ decision regarding verification outcomes, prize eligibility, or account status.