Become a Helium 10 Affiliate

HELIUM 10 AFFILIATE AGREEMENT

Effective Date: [September 1, 2025]

This Affiliate Agreement (“Agreement”) is entered into by and between you (“Affiliate,” “you,” or “your”) and Pixel Labs, LLC dba Helium 10 (“Company”, “we”, “us” or “our”), governing your participation in the Helium 10 Affiliate Program (“Program”). If you use the Services on behalf of a company or other entity, then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to the Agreement, and (b) you agree to the Agreement on the entity’s behalf.

By applying for and/or participating in the Program, you agree to be bound by the terms of this Agreement. If you do not agree, you may not participate in the Program.

1. Enrollment

To enroll into the Program, you must complete the registration process on our affiliate platform which is subject to approval by us. We reserve the right to accept or reject your application at our sole discretion.

2. Responsibilities

2.1 As an Affiliate, you agree to:

1. 1. Promote Helium 10 in a lawful and ethical manner
   2. Not make false or misleading claims about Helium 10
   3. Keep your account information accurate and up to date. Failure to maintain accurate information may result in the Company withholding any commissions
   4. Disclose your affiliate relationship where required by law (e.g., FTC guidelines)
   5. You agree to comply with all applicable laws, regulations, and guidelines in connection with your participation in the Program, including, but not limited to, advertising laws, privacy and data protection laws (such as the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and other applicable privacy regulations), intellectual property laws, and anti-spam laws.

2.2 In addition to the terms of the Agreement, you agree to the Helium 10 Terms of Service (“Terms). Should any conflict exist between this Agreement and the Terms, this Agreement shall control.

3. Commissions and Payments

3.1 As part of your enrollment you agree to receive commissions based on certain metrics you meet including but not limited to new subscribers to the Helium 10 platform. The following is an outline of the current commission structure applicable for each individual month.

1. Default Tier (Bronze)

• Eligibility: Applies to an Affiliate who generates between one (1) and ten (10) new monthly Subscribers in a given calendar month.
• Upfront Commission: One hundred percent (100%) of the first payment received for each monthly subscription.
• Payout Type: One-time payout only.
• Annual Plan Commission: Twenty-five percent (25%) of the subscription fee for each annual plan
• Eligibility: Applies to an Affiliate who generate between one (1) and ten (10) new monthly Subscribers.

2. Tier 1 (Silver)

• Eligibility: Applies to an Affiliate who generates between eleven (11) and fifty (50) new monthly Subscribers in a given calendar month.
• Upfront Commission: One hundred percent (100%) of the first payment received for each monthly subscription.
• Recurring Commission: Starting the second month, Twenty-five percent (25%) of the subscription fee for a period of twelve (12) months for the eligible monthly Subscriptions in excess of ten (10) (i.e., subscriber numbers eleven (11) and above).
• Annual Plan Commission: Twenty-five percent (25%) of the subscription fee for each annual plan.
• Example: If an Affiliate generates sixty (30) new Subscribers in a single given month, twenty (20) of those Subscribers (30 minus 10) will be eligible for twenty-five percent (25%) recurring commission beginning in the following month after receiving the Upfront Commission.

3. Tier 2 (Platinum)

• Eligibility: Applies to an Affiliate who generates fifty-one (51) or more new monthly Subscribers in each calendar month.
• Upfront Commission: One hundred twenty-five percent (125%) of the first payment received for each monthly subscription.
• Recurring Commission: Starting the second month, Affiliate will receive Twenty-five percent (25%) of the subscription fee for a period of twelve (12) months for the eligible monthly Subscriptions more than ten (10) (i.e., subscriber numbers eleven (11) and above)
• Annual Plan Commission: Twenty-five percent (25%) of the subscription fee for each annual plan.
• Recuring Commission Example: If an Affiliate generates sixty (60) new Subscribers in a single given month, fifty (50) of those Subscribers (60 minus 10) will be eligible for twenty-five percent (25%) recurring commission beginning in the following month after receiving the Upfront Commission.

3.3 If an Affiliate demands early release of unpaid commissions or attempts to bypass the standard payment schedule or platform processes, Helium 10 reserves the right to immediately terminate the Affiliate from the Program for non-compliance with this Agreement. No further commissions will be paid following termination under these circumstances.

3.4 You are solely responsible for any taxes, duties, or fees related to commissions earned under this Agreement. We may provide a Form 1099 or other applicable tax document as required by law. Helium 10 will provide 60 day notice if we are unable process payment due to out-of-date forms, after such notice period, Helium 10 reserves the right to retire or expire any unpaid commissions, including both past and future amounts.

4.Modifications

4.1 Company reserve the right to:

1. 1. Change applicable commission rates and conditions
   2. Update or change Agreement or Program terms
   3. Modify or terminate the Program
   4. Migrate to a new affiliate platform

4.2 Such changes may affect your continued eligibility, commission rates, and the tracking or payout of commissions. We will make reasonable efforts to notify you of material changes, but it is your responsibility to review this Agreement periodically.

5. Prohibited Activities

Helium 10 reserves the right to terminate your application or this Agreement if it determines your site or use is unsuitable for our Program, including but not limited to:

1. 1. Promote violence or illegal activities
   2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
   3. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
   4. Includes Helium 10, Pixel Labs, variations or misspellings thereof in its domain name
   5. Engage in paid advertising using our brand name or URLs
   6. Use SPAM, cookie stuffing or other deceptive tracking methods
   7. Pretend to be Helium 10 or claim partnership beyond the affiliate relationship
   8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
   9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Jungle Scout or any other affiliated business.
   10. You become an affiliate of or promote a competitor of Helium10

6. Term and Termination

This Agreement is effective upon your acceptance and continues until terminated. Either party may terminate the agreement at any time, for any reason, by providing written notice. Upon termination:

1. 1. You will stop using all affiliate links and promotional materials
   2. Any unpaid commissions may be forfeited if you violate this Agreement

7. Representations and Warranties

In accordance with this Agreement You represent and warrant that:

1. 1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
   2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
   3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

8. Indemnification

You hereby agree to indemnify and hold harmless Helium 10, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

9. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

10. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL THE COMPANIES CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

11. Indemnification

You hereby agree to indemnify and hold harmless Helium 10, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Governing Law

This Agreement shall be governed by the laws of the State of California without regard to its conflict of law principles.

13. Miscellaneous

1. 1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Helium 10. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
   2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
   3. We reserve the right to update this Agreement at any time. Continued participation in the Program after changes are posted constitutes acceptance of those changes.
   4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
   5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
   6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
   7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
   8. Any disputes under this Agreement will first be attempted to be resolved through informal negotiations. If unresolved, the dispute shall be submitted to binding arbitration in Orange County, California, in accordance with the rules of the American Arbitration Association.
   9. By participating in the Helium 10 Affiliate Program, you agree that Helium 10 may contact you via the email address or phone number you provided during registration for purposes related to program updates, promotions, compliance, or support.
   10. You also grant Helium 10 permission to use your name, likeness, and affiliate performance data (including screenshots of commissions) for promotional purposes. This may include referencing you as an Affiliate Partner on the Helium 10 website or in other marketing materials. We will make reasonable efforts to notify you in advance of such use.