1. Definitions

• Referral Link — the unique tracking URL issued to you through our affiliate platform.
• Referred Customer — a new, previously unregistered customer who reaches Cogently through your Referral Link and creates a paid account within the Tracking Window.
• Tracking Window — 60 Days from the referred visitor's last click on your Referral Link.
• Qualified Sale — a payment from a Referred Customer that has satisfied every condition in Section 4.
• Net Revenue — amounts actually received and retained by Cogently, excluding taxes, shipping, currency-conversion losses, payment-processing fees, discounts, credits, refunds and chargebacks.

2. Eligibility & Enrollment

• Participation is by application and approval is at our sole discretion. We may decline or revoke any application without cause and without liability.
• You must be at least 18 years old and legally able to enter a binding contract.
• One account per person or entity. Operating multiple affiliate accounts, whether directly or through associates, relatives or shell entities, is grounds for immediate termination and total forfeiture of unpaid commissions.
• You must provide accurate identity, contact and payment information and keep it current. Materially false information voids all accrued commissions.
• You are an independent contractor. Nothing here creates an employment, partnership, joint-venture, franchise or agency relationship. You have no authority to bind Cogently, to make representations on its behalf, or to hold yourself out as its employee or agent.

3. Commission

• Commission is 20% of Net Revenue on Qualified Sales.
• For subscriptions, commission continues for 12 months from the Referred Customer's first payment, provided the subscription remains active and paid, and continues to satisfy Section 4.
• Attribution is last-click within the Tracking Window, as recorded by our affiliate platform. Where two affiliates could claim the same customer, the most recent qualifying click wins.
• Our tracking records are the sole and final record of clicks, referrals and commissions. Absent manifest error, they govern any dispute.
• Commission is not payable on: taxes and fees; renewals beyond the period above; upgrades or seats bought by a customer who was not attributed to you at first purchase; amounts refunded, credited or charged back; purchases made using an unauthorized discount; or any transaction we reasonably determine to be fraudulent or manipulated.
• We may change commission rates, the Tracking Window, or program structure prospectively on 30 days' notice. Changes do not affect commission already accrued on Qualified Sales.

4. When a Sale Qualifies

A referral produces commission only when all of the following are true. This is deliberately strict, and exists to prevent commission being paid on revenue we never retain.

• The Referred Customer is genuinely new — not an existing or former customer, not a returning account, and not you or anyone acting for you.
• The Referred Customer registered an account and paid in full using a valid payment method in their own name.
• For subscriptions, the Referred Customer has completed one full billing cycle and entered the next period without cancelling, disputing, or requesting a refund.
• The payment has cleared, is outside our refund window, and is not subject to a pending dispute, chargeback or fraud review.
• The referral passed our fraud checks under Section 6.

Commission that has not yet met every condition above is pending, not earned, and confers no right to payment.

5. Payment, Clawback & Set-Off

• Payouts are made on Net 30 terms following the close of the month in which commission became earned.
• A $100 minimum balance applies. Balances below the minimum roll forward until the threshold is met.
• You are responsible for all taxes on your commissions and must supply a valid W-9 (US) or W-8BEN/W-8BEN-E (non-US) before payment. We may withhold payment until valid tax documentation is received, and will issue a Form 1099 where required by law.
• You bear any payment-processor, bank or currency-conversion fees on your payout.
• Clawback. If a Qualified Sale is later refunded, credited, cancelled, charged back, or found to breach these Terms within 60 days of payment, the corresponding commission is reversed.
• Set-off. We may deduct reversed commission from any current or future balance owed to you. Where no balance exists or it is insufficient, the amount is a debt repayable on demand.
• Unclaimed balances are forfeited 12 months after they become payable where we have been unable to reach you at your registered contact details.

6. Prohibited Conduct & Fraud

The following are strictly prohibited. Any one of them entitles us to withhold and reverse all commissions — paid and unpaid — terminate you immediately, and pursue recovery of amounts already paid.

• Self-referral. Referring yourself, your own accounts, your household, your employees, or any entity you control or are affiliated with. Rebating, kicking back or otherwise sharing commission with the customer to induce a purchase is also prohibited.
• Fake, synthetic or duplicate accounts. Creating or procuring accounts that are not genuine end users, including accounts opened with disposable email domains, virtual or borrowed identities, or aliases of the same person.
• Churn manipulation. Any pattern of referrals that subscribe and cancel shortly after commission qualification, whether coordinated by you or by the customers, including repeated short-lived subscriptions traceable to a common source. We may treat a materially abnormal cancellation or refund rate on your referrals as conclusive evidence of manipulation.
• Stolen or unauthorized payment methods, or referrals that generate an abnormal rate of chargebacks or fraud flags.
• Cookie stuffing, forced clicks, hidden iframes, pop-unders, auto-redirects, click injection, or any method of setting tracking without a genuine, informed click by a real user.
• Automated or non-human traffic — bots, click farms, incentivized-traffic networks, or paid-to-click schemes.
• Trademark and brand abuse. Bidding on "Cogently" or confusingly similar terms in paid search; using our name in ad display URLs; typosquatting or registering domains, social handles, or app listings containing our marks.
• Impersonation. Presenting yourself as Cogently, as its staff, or as an official channel; operating a site or page a reasonable person would mistake for ours.
• Unauthorized discounts or coupons. Publishing, generating or implying discount codes we did not issue to you, or listing on coupon or deal-aggregation sites without written permission.
• Spam. Unsolicited email, SMS, DMs, comment spam or any promotion breaching the CAN-SPAM Act, TCPA, GDPR/ePrivacy, or the terms of any platform you post on.
• False or unsubstantiated claims about Cogently, including guarantees of fundraising outcomes, investor interest, or performance we do not publish.
• Malware, adware, browser extensions or toolbars that inject or rewrite affiliate tracking.
• Promotion on sites containing illegal, infringing, hateful, harassing or adult content.

7. Audit & Withholding

• We may audit any referral at any time and may withhold payment pending investigation. We will make reasonable efforts to complete a review within 30 days.
• You will cooperate promptly with reasonable requests for information about your traffic sources and promotional methods.
• Where we determine in good faith that a breach has occurred, our determination is final for the purpose of withholding, reversal and termination, without prejudice to your rights under Section 12.

8. Required Disclosure

You must clearly and conspicuously disclose your material connection to Cogently wherever you promote us, as required by the FTC Endorsement Guides (16 CFR Part 255) and any equivalent rules in your jurisdiction. Disclosure must be unavoidable — not buried in a bio, hidden behind a "more" link, or placed only in hashtags. You are solely responsible for the legality of your promotional content.

9. Brand Usage

We grant you a limited, revocable, non-exclusive, non-transferable licence to use the Cogently name and logo solely to promote the Service, strictly as supplied and without alteration, for the term of this agreement. All goodwill accrues to us. You acquire no rights in our marks. We may require you to remove or amend any use at any time.

10. Term & Termination

• Either party may terminate at any time, for any reason, on written notice. We may terminate immediately for breach of Section 6.
• On termination you must stop using our marks and remove your Referral Links.
• Commission earned and qualified before termination is paid on the normal schedule, unless termination is for breach of Section 6, in which case all unpaid commission is forfeited and paid commission is recoverable.
• Recurring commission ends on termination; no commission accrues after the termination date.
• We may suspend or discontinue the program entirely on 30 days' notice.

11. Disclaimers, Liability & Indemnity

• The program is provided "as is". We do not warrant any level of traffic, conversion, earnings, or uninterrupted tracking. Nothing here is an income guarantee.
• We are not liable for tracking failures caused by browser settings, ad blockers, privacy tooling, cookie expiry, third-party platform changes, or customer behaviour.
• To the maximum extent permitted by law, our total aggregate liability to you is limited to commission actually earned and unpaid in the three months preceding the claim. We are not liable for indirect, incidental, special, consequential, exemplary or lost-profit damages.
• You will indemnify and hold harmless Cogently, Stryker Capital LLC and their officers, employees and agents from any claim, loss, liability or expense (including reasonable legal fees) arising from your promotional activities, your breach of these Terms, your violation of law, or any content you publish.

12. Governing Law & Disputes

These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law rules. The parties will first attempt to resolve any dispute informally by contacting affiliates@cogently.app. Any dispute not resolved within 30 days shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Clark County, Nevada, on an individual basis only. Class, collective and representative actions are waived to the extent permitted by law. Either party may bring an individual claim in small-claims court, and either may seek injunctive relief in court to protect intellectual property or confidential information.

13. General

• Confidentiality. Non-public information we share with you about the program, pricing, roadmap or performance is confidential and may not be disclosed.
• Changes. We may amend these Terms; material changes take effect 30 days after posting or notice. Continued participation is acceptance.
• Assignment. You may not assign this agreement without our written consent. We may assign it freely.
• Severability. If any provision is unenforceable, the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Entire agreement. These Terms, together with our Terms of Use and Privacy Policy, are the entire agreement between us on this subject.

14. Contact

Questions about the program: affiliates@cogently.app · Stryker Capital LLC, 7995 Blue Diamond Rd, Las Vegas, NV 89178.