1. DEFINITIONS

1.1. "CPA" (Cost Per Action): A pricing model where the Affiliate is paid for a specified action (e.g., a sale, a form submission, an install) rather than for impressions or clicks.

1.2. "Traffic": Internet users sent by the Affiliate to the Network's offers or landing pages.

1.3. "Conversion": A completed action by a user that meets the criteria defined in the specific Offer (e.g., a deposit, a purchase, a registration).

1.4. "Scrub/Chargeback": The deduction of Leads/Conversions that are determined to be fraudulent, duplicate, or non-compliant with the Offer terms.

1.5. "Insertion Order (IO)": A specific agreement outlining the details of a campaign, including payout rates and caps, which supplements this Agreement.

2. ACCEPTANCE AND MEMBERSHIP

2.1. By submitting an application to ColaPop, you represent that you are at least 18 years of age and have the legal authority to enter into this Agreement.

2.2. ColaPop reserves the right to approve or reject any Affiliate application at its sole discretion.

2.3. You agree to provide true, accurate, and current information about yourself and your business as prompted by our registration forms.

3. TRAFFIC AND PROMOTION GUIDELINES

3.1. Authorized Methods: Affiliate agrees to use only compliant marketing methods. All email marketing must comply with the CAN-SPAM Act (US) and similar anti-spam laws in the target jurisdiction.

3.2. Prohibited Activities: The following are strictly prohibited and constitute a material breach of this Agreement:

• Incentivized traffic (unless explicitly approved in the Offer description).
• Use of bots, scripts, or automated means to generate clicks or conversions.
• Misleading or deceptive advertising (e.g., "fake news" angles, unauthorized celebrity endorsements).
• I-framing of Advertiser pages.
• Brand bidding on Advertiser keywords without written permission.

4. PAYMENT TERMS

The Network offers two distinct payment models for sending traffic. The applicable model will be determined by the Network based on the Affiliate's history, volume, and creditworthiness.

4.1. MODEL A: POST-PAYMENT (Standard Net Terms)

Applicability: This is the default model for all new Affiliates.

Billing Cycle: Invoices are generated weekly or bi-weekly as assigned by your Account Manager.

Validation & Hold Period: All traffic is subject to a validation period. Payments are released on a Net-7 basis (7-day hold period after the end of the billing cycle).

Network Commission: ColaPop deducts a 10% Network Service Fee/Commission from the gross revenue generated by the Affiliate before the final payout is calculated.

Thresholds & Methods:

• USDT (TRC20): Minimum payout threshold is $100 USD.
• Wire Transfer: Minimum payout threshold is $1,000 USD.
• Balances below these amounts will roll over to the next billing cycle until the threshold is met.

4.2. MODEL B: PRE-PAYMENT (Advance Basis)

Applicability: Available strictly to approved VIP Affiliates with a proven track record of high-quality CPA traffic.

Mechanism: ColaPop agrees to pay the Affiliate an agreed sum ("Prepayment Funds") prior to the delivery of traffic.

Usage of Funds: Affiliate agrees that Prepayment Funds are solely for the purpose of purchasing media to drive traffic to ColaPop offers.

Reconciliation:

• The Affiliate must deliver traffic equivalent to the Prepayment value within the agreed timeframe.
• If the value of valid Conversions generated is less than the Prepayment Funds, the difference is considered a debt owed to ColaPop. This debt must be settled immediately via wire transfer or deducted from future earnings.
• If the traffic quality is deemed fraudulent or non-compliant by the Advertiser, ColaPop reserves the right to claw back the entire Prepayment amount.

Right to Revoke: ColaPop reserves the right to switch an Affiliate from Prepayment back to Post-Payment at any time without prior notice.

4.3. GENERAL PAYMENT PROVISIONS

Fraud Deduction: ColaPop shall not be liable to pay for any Leads or Conversions that are determined to be fraudulent. If payment has already been made for such traffic, the amount will be deducted from future payments.

Taxes: Affiliate is responsible for the payment of all taxes applicable to the fees paid to Affiliate.

Banking Fees: The Affiliate is responsible for any transaction fees associated with Wire Transfers or Crypto transactions, which will be deducted from the final payout amount.

5. FRAUD AND MONITORING

5.1. ColaPop actively monitors traffic for fraud. "Fraud" includes, but is not limited to:

• Conversions generated from the same IP address.
• Use of proxies, VPNs, or anonymizers.
• High chargeback rates or low retention rates compared to network averages.

5.2. In the event of suspected fraud, ColaPop reserves the right to withhold payment indefinitely while an investigation is conducted.

5.3. Affiliate agrees that the Network's determination of fraud is final and binding.

6. CONFIDENTIALITY

6.1. Affiliate agrees to keep confidential all non-public information provided by ColaPop, including but not limited to: high-converting offers, conversion rates, exclusive payout rates, and Advertiser identities.

6.2. This obligation survives the termination of this Agreement for a period of two (2) years.

7. TERM AND TERMINATION

7.1. Term: This Agreement begins upon acceptance of your application and continues until terminated by either party.

7.2. Termination for Convenience: Either party may terminate this Agreement with 48 hours' written notice via email.

7.3. Immediate Termination: ColaPop may terminate this Agreement immediately and without notice if Affiliate breaches Section 3 (Traffic Guidelines) or Section 5 (Fraud).

7.4. Effect of Termination: Upon termination, Affiliate must immediately cease all use of ColaPop links, creatives, and intellectual property.

8. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY HONG KONG LAW, COLAPOP AFFILIATES (HK) LIMITED SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. INDEMNIFICATION

Affiliate agrees to indemnify, defend, and hold harmless ColaPop, its directors, officers, and employees from and against any and all claims, actions, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of:

• Affiliate's breach of this Agreement.
• Affiliate's violation of any law or regulation (including GDPR, CCPA, CAN-SPAM).
• Any claim that Affiliate's content infringes on the intellectual property rights of a third party.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.

10.2. Arbitration: Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach, or termination thereof, shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• The seat of arbitration shall be Hong Kong.
• The number of arbitrators shall be one (1).
• The arbitration proceedings shall be conducted in English.