MoonFactory Affiliate Program — Terms (Draft)

DRAFT — NOT YET IN EFFECT
This document is a draft framework and has not been reviewed by legal counsel. It must be reviewed and approved by a qualified attorney before publication or enforcement. Do not publish or reference this document as binding terms until legal review is complete.

1. Program Overview

The Program lets approved partners refer prospective clients to MoonFactory in exchange for commission on qualifying paid invoices. Participation is voluntary and creates no employment, agency, partnership, joint venture, or franchise relationship between you and MoonFactory. You participate as an independent contractor and are solely responsible for the manner in which you promote MoonFactory, subject to the rules in these terms.

You may not represent yourself as an employee, agent, or representative of MoonFactory. You may not enter into contracts, make commitments, or accept payments on our behalf.

2. Eligibility

To participate, you must:

Be at least 18 years old (or the age of majority in your jurisdiction, whichever is greater).
Have legal capacity to enter into a binding contract.
Provide accurate, complete, and current information during application.
Not be located in, or a resident of, any jurisdiction subject to comprehensive sanctions, embargoes, or trade restrictions imposed by the United States, the United Kingdom, the European Union, or applicable international bodies.
Not appear on any government list of restricted or prohibited parties.

The following are not eligible to participate:

Direct competitors of MoonFactory or anyone employed by, contracted to, or otherwise materially associated with a direct competitor.
Anyone whose participation would create a conflict of interest with their employment or other contractual obligations without their employer's express written consent.
Anyone who has previously been removed from the Program for cause.
Any individual or entity prohibited from participating under applicable law.

3. Application & Acceptance

You join the Program by submitting an application through the MoonFactory portal. We review every application and may approve or reject any application at our sole discretion. We are under no obligation to accept any application and we are not required to provide a reason for any rejection.

Acceptance is confirmed in writing (email or in-portal notification). Until you receive that confirmation, you are not a Program participant and may not represent yourself as such, use any tracking link, or claim any commission.

We may request additional information (identity verification, tax forms, bank details) before activation. Failure to provide requested information within a reasonable time may result in your application being rejected or your account being deactivated.

4. Tracking & Attribution

Unique tracking links. On approval, you receive one or more unique tracking links. These links route prospective clients to MoonFactory and credit you as the referrer when they convert.

Attribution window. A referred visitor is credited to you for 30 days from the date of their first qualifying click. If a credited visitor becomes a paying client within that 30-day window, you are eligible to earn commission on their qualifying paid invoices. After 30 days, the attribution expires.

Consent requirement. MoonFactory will only record and credit referrals from visitors who have provided the consent required by applicable privacy law (including, where applicable, consent to marketing or attribution cookies). Visitors who decline consent are not tracked and will not generate referrals or commission, regardless of how they arrived. You may not attempt to bypass, override, or work around this consent requirement.

Tracking limitations. Standard tracking limitations apply, including but not limited to: visitor cookie clearing, browser changes, device changes, ad-blocking software, privacy-focused browsers, and consent withdrawal. We do not guarantee that every referred visitor will be tracked.

5. Commission Structure

Per-affiliate rates. Commission rates are set on a per-affiliate basis at the time of approval and recorded in your account. The Program does not operate on tiered or volume-based public rates. Your effective rate at any given moment is the rate visible in your portal dashboard.

When commission is earned. A commission becomes eligible to accrue when a client you referred pays a qualifying MoonFactory invoice. We compute commission against the amount actually paid by the client (not the invoice total), so partial payments earn proportional commission.

Commission lifecycle. Each commission moves through three states:

Accrued — recorded against a paid invoice but not yet eligible for payout.
Cleared — has completed a 30-day holding period without being clawed back, and is now eligible for the next payout batch.
Paid — has been included in a payout batch sent to your payout method.

The 30-day holding period exists so that refunds, chargebacks, and fraud reviews can be resolved before money moves out, rather than recovered after the fact.

Right to adjust rates. We may change your commission rate at any time on reasonable advance notice (typically 30 days, communicated through the portal or email). Changes apply prospectively only — they do not affect commissions already accrued. Your continued participation after an effective rate change constitutes acceptance of the new rate.

Annual subscriptions. For clients on annual subscriptions, commission is accrued in twelve equal monthly portions over the subscription year, rather than as a single lump sum at the time of payment. Each monthly portion follows the standard accrued → cleared → paid lifecycle on its own clock.

6. Clawback Policy

A commission can be reversed (clawed back) in the following circumstances:

Refund. The client receives a refund of the underlying invoice, in full or in part. Commission is reversed in proportion to the refunded amount.
Chargeback. The client disputes the underlying payment with their card issuer or bank.
Fraud determination. The referral or commission is found to be associated with fraudulent activity (including the prohibited practices listed in Section 11).
Client cancellation within the holding window. The client cancels and the underlying payment is refunded before the commission clears.
Client failure to pay. A previously-paid invoice is later reversed (e.g. failed bank transfer, returned payment).

During the 30-day holding window: clawbacks simply cancel the pending accrued amount before it clears. Nothing has paid out, so nothing needs to be recovered.

After payout: clawbacks are recovered from your next payout batch by deducting the clawed-back amount from your cleared balance. If your cleared balance is insufficient, the negative balance carries forward and is recovered from future commissions.

You will be notified of any clawback through your usual notification preferences and the activity will be visible in your commission ledger in the portal.

7. Payment Terms

Payment partner. Payouts are processed through our secure payment partner directly to your bank account or other supported payout method. You are required to complete the payment partner's onboarding (which may include identity verification and bank account linking) before your first payout.

Payout schedule. Cleared commissions are gathered into payout batches on the schedule published in the portal. Until your payout method is fully set up and verified, your cleared commissions remain in your cleared balance — they are not lost, but they will not pay out.

Minimum threshold. A minimum cleared balance is required before a payout will be sent, set in USD. The current threshold is shown on your Payouts page. If your cleared balance is below the threshold, it carries forward to the next batch when more clearance arrives.

Currency. The Program operates in United States Dollars (USD) for thresholds and reporting. Commissions accrue in the currency of each underlying invoice and are converted to USD at the foreign-exchange rate in effect at the time the commission accrued. The actual payout currency depends on what your bank account supports through our payment partner. Foreign-exchange and payment-partner fees may apply and are deducted from the gross payout where applicable.

Accurate payment information. You are responsible for providing and maintaining accurate, current, and complete payment information. We are not responsible for payouts misdirected, delayed, or rejected because of inaccurate information you provided.

Failed payments. If a payout fails (e.g. closed account, rejected transfer, additional verification required by the payment partner), the funds are returned to your cleared balance and will be re-included in the next batch once the underlying issue is resolved. We may pause additional payouts to your account until the issue is corrected.

8. Tax Obligations

Your responsibility. You are solely responsible for determining and meeting your own tax obligations arising from Program earnings, including reporting income to the relevant tax authorities and paying any applicable taxes. MoonFactory does not withhold taxes from your payouts (unless required to do so by law).

Required tax forms. Before your first payout you must submit the appropriate tax form:

United States persons — IRS Form W-9.
Non-U.S. persons — IRS Form W-8BEN (individuals) or W-8BEN-E (entities), as applicable.

If a required tax form is missing, expired, invalid, or appears to contain incorrect information, your payouts may be paused until a valid form is on file.

1099-NEC reporting (U.S. affiliates). If you are a U.S. person and your aggregate paid commission for a calendar year reaches USD 600 or more, MoonFactory will issue you an IRS Form 1099-NEC by the IRS-mandated deadline and file the corresponding return with the IRS.

TIN submission. Submitting your Taxpayer Identification Number (TIN) requires additional account security verification (such as multi-factor authentication) to protect this sensitive information.

Backup withholding and corrections. If the IRS or another tax authority instructs us to apply backup withholding, name/TIN correction, or similar measures, we will do so as required and you remain responsible for resolving the underlying issue with the relevant authority.

9. FTC Compliance

If you are subject to the U.S. Federal Trade Commission's "Guides Concerning the Use of Endorsements and Testimonials in Advertising", or to equivalent disclosure rules in another jurisdiction (such as the UK ASA CAP Code or EU consumer-protection rules), you must comply with those rules at all times.

Disclosure is mandatory. Every promotion, post, video, story, livestream, podcast, email, or other communication that uses your tracking link or recommends MoonFactory must clearly and conspicuously disclose your material connection to MoonFactory.

Placement requirements. Disclosures must be:

Clear — in plain language a typical reader/viewer would understand (e.g. "I earn commission from this link").
Conspicuous — visible without scrolling, expanding, or hovering. Disclosures buried in long bios, hidden behind "more" links, or placed only in profile pages are insufficient.
In the same medium — text disclosures for text posts, audible disclosures for audio, on-screen disclosures for video.

Prohibited practices. You may not:

Make false, exaggerated, or misleading claims about MoonFactory's products, pricing, results, or performance.
Promise specific outcomes (revenue, traffic, conversions) that MoonFactory has not authorised in writing.
Use deceptive marketing tactics, including fake reviews, fake testimonials, undisclosed paid endorsements, or misrepresentation of third-party endorsements.
Send unsolicited bulk messages (spam) of any kind, including unsolicited email, SMS, DMs, or comments.
Misuse MoonFactory's name, trademarks, or assets in ways prohibited by Section 10 below.

Disclosure auditing. We run an automated FTC disclosure audit on a sampled basis weekly (Sundays, 04:00 UTC). The audit fetches publicly-visible content known to be referrer pages and looks for disclosure language. Failed audits are recorded against your account.

Graduated enforcement. The standard escalation ladder for disclosure or prohibited-practice issues is:

Warning — first or isolated issue. You receive a notification and an opportunity to correct.
Pause — repeated or material issues. Your payouts are paused while the issue is addressed.
Termination — uncorrected, severe, or wilful issues. Your participation is terminated under Section 12.

We may skip steps in cases of fraud, severe misconduct, or legal risk.

10. Intellectual Property

Limited license. Subject to your compliance with these terms, MoonFactory grants you a limited, revocable, non-exclusive, non-transferable, royalty-free licence to use MoonFactory's name, logos, and approved marketing assets solely for the purpose of promoting MoonFactory through the Program. The licence terminates automatically when your participation in the Program ends.

Restrictions. You may not:

Modify MoonFactory logos, distort their proportions, change their colours outside any provided variants, or combine them with other marks in a way that suggests endorsement or partnership beyond the affiliate relationship.
Register or use any domain name, social-media handle, application name, business name, or trademark that includes "MoonFactory" or any confusingly similar term.
Run paid search advertising on MoonFactory brand terms or close variants without our prior written consent (see Section 11).
Use MoonFactory's name or marks in any way that could damage MoonFactory's reputation, mislead consumers, or violate applicable law.

Co-marketing. Affiliate-created marketing assets that incorporate MoonFactory branding (e.g. custom landing pages, co-branded creative) may be submitted for review through the portal. Approved assets may receive an "official" indicator. Submission does not guarantee approval and approval may be withdrawn at any time.

Ownership. MoonFactory retains all right, title, and interest in and to its name, logos, marks, marketing assets, the portal, the tracking infrastructure, and all related intellectual property. Nothing in these terms transfers any ownership to you.

Your content. You retain ownership of marketing content you create. You grant MoonFactory a non-exclusive, royalty-free licence to reproduce, display, and reference such content for the purpose of operating the Program (e.g. showing it in a co-marketing approval queue, using approved excerpts in case studies with your consent).

11. Prohibited Activities

In addition to the prohibited practices listed in Section 9, the following are prohibited at all times:

Self-referrals — using your own tracking link to refer yourself, an entity you own or control, or anyone whose payment is funded directly or indirectly by you.
Cookie stuffing, forced clicks, or hidden tracking — any technique that records a tracking click the visitor did not consciously make (including hidden iframes, auto-redirects, pop-unders that fire your link, image pixels disguised as content).
Paid search on MoonFactory brand terms — bidding on "MoonFactory", "moon factory", common misspellings, or close variants in paid search (Google Ads, Bing Ads, etc.) without prior written consent. This includes "negative match" bypasses and dynamic-keyword-insertion abuse.
Spam — unsolicited bulk email, SMS, comments, DMs, forum posts, or any communication that violates the recipient's reasonable expectations or applicable anti-spam law (CAN-SPAM, CASL, GDPR, PECR, etc.).
Misrepresentation — claiming to be a MoonFactory employee, agent, official partner (beyond "affiliate"), reseller, or authorised representative; misrepresenting features, pricing, terms, or guarantees.
Incentivised clicks without disclosure — offering rewards, points, sweepstakes entries, or other inducements for clicking your link or signing up, without clearly disclosing the incentive.
Trademark or copyright infringement — using third-party trademarks or copyrighted material in your promotions without the necessary rights.
Any violation of applicable law — including consumer-protection, advertising, privacy, anti-spam, sanctions, anti-bribery, and tax laws.

Any of the above is grounds for clawback (Section 6), pause, or termination (Section 12).

12. Term & Termination

Term. Your participation in the Program begins when we confirm acceptance of your application and continues until terminated by either party.

Termination by you. You may terminate your participation at any time by closing your affiliate account in the portal or by written notice to us.

Termination by MoonFactory. We may terminate your participation at any time, with or without cause, by written notice (which may be delivered through the portal or by email). Without limiting the foregoing, grounds for termination include:

Violation of these terms (including the prohibited activities in Section 11 and the FTC compliance rules in Section 9).
Confirmed fraud, attempted fraud, or material misrepresentation.
Inactivity over an extended period (typically 12 months with no qualifying referrals).
Discontinuation of the Program in whole or in part.

Effect of termination.

Your tracking links are deactivated. Any clicks or signups occurring after termination will not generate commission.
Cleared commissions that have already passed the 30-day holding window will be paid out in the normal course (subject to the minimum payout threshold and to any clawback or fraud determination).
Accrued commissions that have not yet cleared are evaluated case-by-case. Where the underlying client and invoice remain in good standing and there is no fraud finding, accrued commissions are typically allowed to clear and pay out in the normal course. Accrued commissions associated with fraud, prohibited practices, or termination for cause may be forfeited at MoonFactory's discretion. Where you self-delete your account, any pending (not-yet-cleared) commissions are forfeited — you should trigger a payout of any cleared balance before requesting account deletion.
Sections that by their nature should survive (Tax Obligations, Intellectual Property, Limitation of Liability, Governing Law, and any accrued payment obligations) survive termination.

We may immediately suspend your account, freeze pending commissions, and pause payouts pending investigation of suspected fraud or material breach.

13. Data & Privacy

What we collect. To operate the Program we collect and process information about you, including: identity and contact details (name, email, business name, address); tax identification (TIN, country of tax residence); payout details (bank account details handled by our payment partner); referral activity (clicks, signups, conversions, commissions); communications with us; and account and security activity (sign-ins, multi-factor authentication, sessions). We also collect limited information about visitors who click your tracking links, in accordance with their consent and our Privacy Policy.

Privacy Policy. Our processing of personal information is governed by the MoonFactory Privacy Policy, which is incorporated by reference into these terms. In case of any conflict between these terms and the Privacy Policy on a privacy matter, the Privacy Policy controls.

Your rights. Subject to applicable law, you have the right to access, correct, export, or delete your personal information held by us. The portal provides self-service tools for data export (download your account data) and account deletion under Settings → Data.

Account deletion and cooling-off. When you request account deletion, a 30-day cooling-off period applies. During that period you can cancel the deletion and your data is restored. After 30 days, the data is anonymised permanently. As noted in Section 12, cleared balances should be paid out before deletion is requested.

Data retention after termination. After your participation ends (by either party), we retain certain data for as long as required to meet legal, tax, accounting, audit, fraud-prevention, and dispute-resolution obligations. Tax-related records are retained for at least seven (7) years to meet IRS and equivalent requirements. Aggregated and anonymised data may be retained indefinitely.

14. Limitation of Liability

To the maximum extent permitted by applicable law:

No consequential damages. Neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or related to the Program or these terms, even if advised of the possibility of such damages.
Cap on liability. MoonFactory's total aggregate liability arising out of or related to the Program or these terms will not exceed the total amount of commission paid to you in the twelve (12) months immediately preceding the event giving rise to the claim.
No warranties beyond required. Except as expressly stated in these terms or required by applicable law, the Program is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

The limits in this Section 14 do not apply to liability that cannot be limited or excluded under applicable law (e.g. liability for fraud, wilful misconduct, death, or personal injury caused by negligence).

15. Modification of Terms

We may modify these terms from time to time. When we do:

Notice. Material changes will be communicated through the portal and/or by email at least thirty (30) days before they take effect, unless a shorter period is required by law or to address a security or compliance issue.
Continued participation. Your continued participation in the Program after the effective date of a change constitutes acceptance of the modified terms.
Version tracking. Each version of the terms is identified by a version number and effective date. Your account records the version of the terms you have accepted (terms_accepted_version) and the date of acceptance (terms_accepted_at). When a new version takes effect that requires explicit acceptance, you may be prompted in the portal to review and accept the new version. If you do not accept within the specified period, your participation may be paused or terminated.

If you do not agree to a modification, your remedy is to stop participating in the Program (Section 12).

16. Governing Law

These terms and any dispute or claim arising out of or in connection with them or their subject matter or formation are governed by and construed in accordance with the laws of [JURISDICTION TBD], without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction of the courts of [JURISDICTION TBD] for the resolution of any such dispute or claim.

17. Contact

Questions about these terms, the Program, or your account can be sent to hello@moonfactory.dev. Notices required under these terms must be sent in writing to the same address (for notices to MoonFactory) or to the email address on file in your affiliate account (for notices to you).

DRAFT — NOT YET IN EFFECT
This document is a draft framework and has not been reviewed by legal counsel. It must be reviewed and approved by a qualified attorney before publication or enforcement. Do not publish or reference this document as binding terms until legal review is complete.