Affiliate Partner Agreement

Last Revised: February 20, 2026

This Affiliate Partner Agreement ("Agreement") is entered into by and between Dealer Essential (operating under its registered DBA, hereinafter "Company," "we," "us," or "our"), headquartered in Dallas, Texas, and the applicant ("Affiliate," "you," or "your") applying to join the Dealer Essential Affiliate Partner Program (the "Program").

By submitting an application or participating in the Program, you acknowledge that you have read, understood, and agree to be legally bound by the terms and conditions set forth below.

1. Overview and Approval

1.1. Purpose

The purpose of the Program is to allow approved Affiliates to earn commissions by referring new, paying dealership customers to the Dealer Essential platform using a unique tracking link and/or promotional code provided by the Company.

1.2. Approval

The Company reserves the right, in its sole and absolute discretion, to accept or reject any application for the Program for any reason.

2. Commission Structure and Qualifying Referrals

2.1. Bounty Amount

The Company agrees to pay the Affiliate a flat, one-time commission of $250.00 USD (the "Bounty") for each Qualifying Referral.

2.2. Qualifying Referral Definition

A "Qualifying Referral" occurs only when a referred dealership:

• Clicks the Affiliate's unique tracking link OR enters the Affiliate's unique promotional code at checkout;
• Creates a new account with Dealer Essential;
• Upgrades from a free/trial tier to a paid tier; and
• Successfully completes their first payment via our third-party payment processor (Stripe), and those funds clear without dispute, chargeback, or immediate refund.

2.3. Cookie Duration

The Program utilizes a 60-day tracking cookie. If a referred user clicks an Affiliate link but does not create an account within 60 days of the initial click, no commission will be attributed.

2.4. Attribution Conflict

In the event a dealership clicks one Affiliate's tracking link but utilizes a different Affiliate's promotional code at checkout, the promotional code shall strictly take precedence, and the Affiliate associated with the promotional code applied at checkout will receive the Bounty.

3. Payout Terms

3.1. Schedule

Bounties are processed on a semi-monthly schedule. Approved commissions will be paid out on the 2nd and 16th of every month.

3.2. Payment Method

All payouts will be issued via the Affiliate portal through our integrated payment processors (e.g., PayPal, Wise, or Stripe). Affiliates are responsible for ensuring their payment details are accurate and up to date within their dashboard.

3.3. Chargebacks and Refunds

If a Qualifying Referral requests a refund or initiates a credit card chargeback shortly after their initial payment, the Company reserves the right to claw back, deduct, or withhold the corresponding $250 Bounty from the Affiliate's current or future pending payouts.

4. Prohibited Activities

To protect the integrity of the Dealer Essential brand, Affiliates are strictly prohibited from engaging in the following activities. Violation of this section will result in immediate termination of this Agreement and forfeiture of all pending commissions:

4.1. Self-Dealing

Affiliates may not refer themselves, their own dealerships, or dealerships in which they hold an ownership stake or employment status, to generate a commission.

4.2. Brand Bidding (PPC)

Affiliates may not run Pay-Per-Click (PPC) advertising (e.g., Google Ads, Bing Ads) bidding on trademarked terms including "Dealer Essential," "DealerEssential," or any misspellings thereof.

4.3. Spam and Unsolicited Communications

Affiliates must comply with the CAN-SPAM Act of 2003 and the Telephone Consumer Protection Act (TCPA). Affiliates may not send unsolicited mass emails or text messages to promote the Company.

4.4. Misrepresentation

Affiliates may not make false, misleading, or unauthorized claims regarding the functionality, pricing, or features of the Dealer Essential platform.

4.5. Employer Conflicts

The Affiliate represents and warrants that their participation in this Program does not violate any employment agreement, non-compete, or corporate policy of their current employer. The Company assumes no liability for an Affiliate's breach of third-party employment policies.

5. FTC Compliance

Affiliates must comply with all Federal Trade Commission (FTC) guidelines regarding endorsements and testimonials. Whenever an Affiliate shares their tracking link or promotional code in a public forum, social media, or written publication, they must clearly and conspicuously disclose their financial relationship with Dealer Essential (e.g., "As a Dealer Essential Partner, I earn a commission if you sign up using my link or code").

6. Independent Contractor Status

The relationship between the Company and the Affiliate is strictly that of independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship.

6.1. Taxes

The Affiliate is solely responsible for all federal, state, and local taxes associated with commissions earned. If required by law, the Company will issue a Form 1099-NEC to the Affiliate at the end of the tax year.

7. Limitation of Liability and Indemnification

7.1. Limitation of Liability

The Company shall not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages.

7.2. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless Dealer Essential, its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including legal fees) arising from the Affiliate's breach of this Agreement, violation of third-party employment policies, or negligent acts.

8. Term and Termination

8.1. At-Will Termination

Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice.

8.2. Effect of Termination

Upon termination, the Affiliate must immediately cease using all tracking links, promotional codes, and Company intellectual property. If the Agreement is terminated by the Company due to a breach of Section 4 (Prohibited Activities) or suspected fraud, all pending and future commissions shall be permanently forfeited.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles. Any disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas.

10. Modification

The Company reserves the right to modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice.