HELIUM 10 AFFILIATE AGREEMENT

Effective Date: [May 1st]

This Affiliate Agreement (“Agreement”) is entered into by and between you (“Affiliate,” “you,” or “your”) and Helium 10 (“Company,” “we,” “us,” or “our”), a subsidiary of Assembly, governing your participation in the Helium 10 Affiliate Program (“Program”).

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 in the Program

To enroll, you must complete the registration process on our affiliate platform and be approved by our team. We reserve the right to accept or reject your application at our sole discretion.

2. Affiliate Responsibilities

2.1 As an Affiliate, you agree to:

1. 1. Promote Helium 10 in a lawful and ethical manner

1. 2. Not make false or misleading claims about Helium 10

1. 3. Keep your account information accurate and up to date. Failure to maintain accurate information may result in the Company withholding any commissions

1. 4. Disclose your affiliate relationship where required by law (e.g., FTC guidelines)

1. 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.

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. Commission and Payment

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 current 25% lifetime recurring commission on qualifying purchases made by customers who use your unique affiliate link, expires July 31,2025

Beginning on August 1, 2025 the commission structure which are provided and tracked through our designated affiliate platform. Effective September 1, 2025 all affiliates will be required to move to the new platform Impact. Payouts are made monthly, provided the following conditions are met:

• A minimum threshold must be reached before payment is issued (as defined on our affiliate platform or communicated by our team).
• Commissions are paid after a holding period to account for refunds, chargebacks, and fraud checks.

3.2 All commission structures are subject to change at any time, with or without notice.

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 after 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. Program Modifications

4.1 We reserve the right to:

• Change commission rates
• Update or change Program terms
• Modify or terminate the Program
• 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

1. 2. Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

1. 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

1. 4. Includes Helium 10, Pixel Labs, variations or misspellings thereof in its domain name

1. 5. Engage in paid advertising using our brand name or URLs

1. 6. Use SPAM, cookie stuffing or other deceptive tracking methods

1. 7. Pretend to be Helium 10 or claim partnership beyond the affiliate relationship

1. 8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

1. 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:

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

7. Limitation of Liability

We are not liable for indirect, incidental, or consequential damages or any loss of revenue, profits, or data arising from your participation in the Program.

8. Independent Contractor Relationship

You are an independent contractor. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship.

9. Governing Law

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

10. Miscellaneous

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.

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.

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.