Affiliate Program Agreement

1. Definitions

In this Agreement, the following terms have the meanings set out below:

• "Affiliate Code" means the unique discount or referral code issued by ListsGenie to the Affiliate for the purpose of tracking Qualified Referrals.
• "Affiliate Program" or "Program" means the ListsGenie partner programme described on listsgenie.com/affiliate and governed by this Agreement.
• "Commission" means the amount payable to the Affiliate under Section 4.
• "Commission Window" means the period of six (6) consecutive months beginning on the date a Referred Customer first becomes a paying subscriber.
• "Marketing Materials" means banners, logos, images, videos, copy, and other promotional assets supplied or approved by ListsGenie.
• "Net Revenue" means amounts actually received and retained by ListsGenie from a Referred Customer, excluding VAT and other applicable taxes, payment processing fees, discounts, credits, refunds, and chargebacks.
• "Qualified Referral" means a new customer who meets all conditions in Section 3.2.
• "Referred Customer" means an end user who becomes a paying ListsGenie subscriber through a Qualified Referral.
• "Service" means the ListsGenie platform, websites, browser extension, APIs, and related products.

2. Application, Acceptance and Eligibility

2.1 Application. Participation in the Program begins with an application submitted through the official affiliate application form. Submission of an application does not create any right to participate.

2.2 Approval at Sole Discretion. ListsGenie reviews applications within approximately forty-eight (48) hours but gives no guarantee as to timing. ListsGenie may accept or reject any application for any reason or no reason, at its sole and absolute discretion, without providing justification. This Agreement takes effect only upon written notice of acceptance from ListsGenie and issuance of an Affiliate Code.

2.3 Eligibility. You represent and warrant that you: (a) are at least eighteen (18) years of age and have full legal capacity to enter into binding contracts, or are a duly registered legal entity; (b) if contracting on behalf of an entity, have authority to bind that entity; (c) are not resident in, or acting on behalf of any person in, a country or territory subject to comprehensive sanctions administered by the European Union, the United Nations, the United States, or the United Kingdom; (d) are not listed on any applicable sanctions or restricted-party list; and (e) are not a current employee, contractor, or immediate family member of an employee or contractor of ListsGenie, unless expressly approved in writing.

2.4 Accuracy of Information. You warrant that all information provided in your application and thereafter is true, accurate, current, and complete, and you undertake to keep it updated. Providing false or materially misleading information is a material breach of this Agreement and grounds for immediate termination and forfeiture of unpaid Commissions.

2.5 No Exclusivity. This Agreement is non-exclusive. Nothing prevents either Party from entering into similar arrangements with third parties, including competitors, except as limited by Section 7 and Section 10.

3. Referral Tracking and Attribution

3.1 Code-Based Tracking. The Program uses discount code-based attribution rather than browser cookies. Upon acceptance, ListsGenie issues the Affiliate a unique Affiliate Code. A referral is attributed to the Affiliate when the Referred Customer applies that Affiliate Code at the point of subscription.

3.2 Qualified Referral Conditions. A referral qualifies for Commission only if all of the following are satisfied:

• the customer is genuinely new to ListsGenie and has not previously held a paid or trial account;
• the customer correctly applied the Affiliate's valid, active Affiliate Code at checkout;
• the customer completes payment in full and the payment clears and is not reversed;
• the customer is not the Affiliate, nor a person or entity controlled by, controlling, or under common control with the Affiliate, nor a member of the Affiliate's household (see Section 7.2);
• the referral did not result from any Prohibited Practice under Section 7; and
• the subscription remains active beyond any applicable refund or cooling-off period.

3.3 Records Are Authoritative. ListsGenie's own tracking, billing, and analytics records are the sole and definitive basis for determining Qualified Referrals and Commissions. In the event of any discrepancy between ListsGenie's records and the Affiliate's records, ListsGenie's records prevail, absent manifest error demonstrated by the Affiliate.

3.4 No Guarantee of Tracking. ListsGenie does not warrant that tracking will be uninterrupted or error-free. ListsGenie is not liable for referrals that fail to register due to customer error, failure to apply the Affiliate Code, technical fault, third-party interference, or any cause beyond ListsGenie's reasonable control.

3.5 Code Integrity. The Affiliate Code is issued for the Affiliate's own promotional use. You must not sell, license, sub-license, transfer, or share your Affiliate Code with unauthorised third parties, nor publish it on coupon aggregators, deal sites, cashback platforms, or discount forums without ListsGenie's prior written consent.

4. Commission Structure

4.1 Commission Rate. Subject to this Agreement, ListsGenie pays the Affiliate thirty percent (30%) of the Net Revenue received from each Referred Customer's monthly subscription payment, for the duration of the Commission Window.

4.2 Commission Window. Commissions accrue for six (6) consecutive months from the date the Referred Customer first becomes a paying subscriber. After six (6) months, the Commission Window for that customer closes permanently, and no further Commissions accrue in respect of that customer, regardless of whether the customer remains subscribed, upgrades, downgrades, or later resubscribes. Each new Qualified Referral opens its own separate Commission Window.

4.3 Accrual, Not Entitlement. Commissions accrue only when the corresponding customer payment has been received, cleared, and retained by ListsGenie. Accrued Commissions do not become a debt owed to the Affiliate until the payment conditions in Section 5 are satisfied.

4.4 Exclusions. No Commission is payable on: (a) VAT, sales tax, or other taxes; (b) payment processing fees; (c) refunded, credited, charged-back, or disputed amounts; (d) free trials, complimentary accounts, or accounts issued at no charge; (e) subscriptions cancelled within the refund or cooling-off period; (f) amounts attributable to discounts exceeding those authorised by ListsGenie; or (g) any transaction ListsGenie reasonably determines to be fraudulent, artificial, or in breach of this Agreement.

4.5 Right to Vary. ListsGenie may modify the Commission rate, Commission Window, or Program structure prospectively on thirty (30) days' prior notice by email or through the affiliate dashboard. Changes do not affect Commissions already accrued before the effective date of the change. Your continued participation after the effective date constitutes acceptance. If you do not accept the change, your sole remedy is to terminate under Section 11.1.

4.6 Clawback and Reversal. If a payment underlying an accrued Commission is later refunded, reversed, charged back, or found to be fraudulent, the corresponding Commission is reversed. ListsGenie may deduct reversed amounts from current or future Commission balances. If no sufficient balance exists, the Affiliate shall repay the amount within thirty (30) days of written demand.

5. Payment Terms

5.1 Payout Schedule. Commissions are calculated monthly and paid during the first week of each calendar month in respect of the preceding month's cleared and confirmed Commissions.

5.2 Minimum Threshold. The minimum payout threshold is one hundred United States dollars (USD 100) or the equivalent in the payout currency. Balances below the threshold roll over and accumulate until the threshold is met. No payment is due while the balance remains below the threshold.

5.3 Payment Method. Payments are made by bank transfer to the account details supplied by the Affiliate. The Affiliate is solely responsible for the accuracy of those details. ListsGenie is not liable for funds misdirected due to incorrect, incomplete, or outdated details supplied by the Affiliate.

5.4 Fees and Currency. Unless stated otherwise, the Affiliate bears all bank charges, intermediary bank fees, currency conversion costs, and transfer fees associated with receiving payment. Currency conversion, where applicable, uses ListsGenie's payment provider's prevailing rate at the time of transfer.

5.5 Holding Period and Set-Off. ListsGenie may withhold payment of any Commission for a reasonable period where it is investigating suspected fraud, a breach of this Agreement, an unusual refund or chargeback pattern, or a third-party complaint. ListsGenie may set off against any Commission balance any amount owed by the Affiliate to ListsGenie under this Agreement.

5.6 Taxes. The Affiliate is an independent contractor and is solely responsible for determining, declaring, and paying all taxes, social contributions, VAT, and other levies arising from Commissions in its own jurisdiction. Commissions are stated exclusive of VAT. Where the Affiliate is VAT-registered and VAT applies, the Affiliate must issue a valid VAT invoice. The Affiliate shall provide any tax documentation reasonably required (including but not limited to VAT registration numbers, tax residency certificates, or IRS Forms W-8BEN, W-8BEN-E, or W-9 where applicable). ListsGenie may withhold taxes where required by law and shall not gross up any payment.

5.7 Dormant Balances. If the Affiliate's account is inactive for twelve (12) consecutive months and the balance remains below the minimum payout threshold, or if the Affiliate fails to supply valid payment details within twelve (12) months of a request, ListsGenie may, to the extent permitted by applicable law and after reasonable notice to the Affiliate's registered email address, treat the balance as forfeited.

5.8 Disputes. Any dispute regarding a Commission calculation must be raised in writing to support@listsgenie.com within sixty (60) days of the relevant statement. Statements not disputed within that period are deemed final, accepted, and conclusive.

6. Affiliate Obligations

The Affiliate shall:

• 6.1 promote the Service lawfully, ethically, honestly, and in a manner that reflects positively on ListsGenie;
• 6.2 make only accurate, substantiated statements about the Service's features, pricing, and capabilities, and never guarantee sales, revenue, rankings, or business outcomes on ListsGenie's behalf;
• 6.3 comply with all applicable laws and regulations, including consumer protection, advertising, anti-spam, data protection, and e-commerce law in every jurisdiction in which it promotes the Service;
• 6.4 comply with the platform policies and terms of service of every channel it uses (including YouTube, Instagram, TikTok, Pinterest, Meta, and any advertising network);
• 6.5 clearly and conspicuously disclose the material connection with ListsGenie in accordance with Section 8;
• 6.6 maintain the security and confidentiality of its affiliate account credentials and Affiliate Code, and notify ListsGenie immediately of any suspected unauthorised use;
• 6.7 respond within a reasonable time to ListsGenie's requests for information relating to its promotional activities; and
• 6.8 bear all its own costs and expenses of promotion. ListsGenie is not obliged to reimburse any advertising spend, production cost, or other expenditure.

7. Prohibited Practices

The Affiliate shall not, directly or indirectly, engage in any of the following. Each is a material breach of this Agreement:

7.1 Fraudulent and Artificial Activity

• generating referrals, clicks, impressions, sign-ups, or transactions by automated, artificial, deceptive, incentivised, or fraudulent means, including bots, scripts, click farms, or forged data;
• cookie stuffing, forced clicks, invisible iframes, pop-unders, or any technique that attributes a referral without the customer's informed action;
• using stolen, cloned, or unauthorised payment instruments or identities;
• creating multiple affiliate accounts to circumvent thresholds, limits, or a prior termination.

7.2 Self-Dealing

• using the Affiliate Code for the Affiliate's own purchase, or the purchase of any entity or person related to, controlled by, or in the household of the Affiliate;
• offering cash rebates, kickbacks, or unauthorised incentives to induce customers to use the Affiliate Code.

7.3 Brand, Trademark and Domain Misuse

• bidding on, or purchasing, the terms "ListsGenie," "Lists Genie," "BRANTELO," or any confusingly similar variant or misspelling as a paid search keyword on any search engine or advertising network, without ListsGenie's prior written consent;
• using ListsGenie trademarks in display URLs, ad headlines, or landing page domains in a way likely to confuse consumers as to source;
• registering or using any domain name, subdomain, social media handle, application name, or username incorporating "ListsGenie" or a confusingly similar term (including typosquats);
• stating or implying any affiliation with, endorsement by, or sponsorship by Etsy, Inc., or using Etsy trademarks in a manner suggesting an official relationship; the Affiliate must reproduce the Etsy trademark disclaimer where reasonably practicable;
• impersonating ListsGenie, its staff, or its official channels, or creating any website, page, or account that a reasonable person could mistake for an official ListsGenie property.

7.4 Unlawful and Unwanted Marketing

• sending unsolicited commercial email, SMS, or messages ("spam"), or marketing to any list not collected with valid, documented consent under applicable law (including the GDPR and the ePrivacy Directive);
• posting the Affiliate Code or promotional content as comment spam, forum spam, or unsolicited direct messages;
• promoting the Service alongside or within adult, hateful, discriminatory, violent, defamatory, gambling, or otherwise illegal content, or content directed at children;
• using malware, adware, spyware, browser toolbars, extensions that inject or rewrite affiliate parameters, or any software installed without the user's informed consent.

7.5 Misrepresentation

• making false, exaggerated, or unsubstantiated claims about results, earnings, revenue, or Etsy performance attributable to the Service;
• fabricating testimonials, reviews, screenshots, case studies, or statistics;
• misrepresenting pricing, subscription terms, refund rights, or the scope of the Service;
• publishing content that disparages ListsGenie, its customers, its partners, or its competitors in a false or misleading manner.

8. Advertising Disclosure Requirements

8.1 Mandatory Disclosure. The Affiliate must clearly and conspicuously disclose its material connection with ListsGenie in every piece of promotional content, in a manner that a reasonable consumer would notice and understand, before or at the point the promotional message is delivered.

8.2 Applicable Standards. Disclosure must comply with all applicable rules, including without limitation the U.S. Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255), the UK Advertising Standards Authority CAP Code and UK Consumer Protection from Unfair Trading Regulations, EU Directive 2005/29/EC on Unfair Commercial Practices, and any equivalent local requirements.

8.3 Practical Requirements. Disclosure must be placed close to the promotional claim and must not be buried in a bio, hidden behind a "more" link, obscured by hashtag clusters, or placed only in a description that requires scrolling. Acceptable examples include "#ad," "Paid partnership," "I earn a commission if you subscribe through my link," or an equivalent unambiguous statement in the language of the audience. Ambiguous tags such as "#sp," "#collab," or "thanks to our friends" are not sufficient.

8.4 Responsibility. Compliance with disclosure law is the Affiliate's sole responsibility. The Affiliate indemnifies ListsGenie against any claim, penalty, or regulatory action arising from its failure to disclose in accordance with this Section, in accordance with Section 13.

9. Intellectual Property and Licence

9.1 Limited Licence. Subject to continuous compliance with this Agreement, ListsGenie grants the Affiliate a non-exclusive, non-transferable, non-sub-licensable, revocable, royalty-free licence, for the term of this Agreement only, to use the Marketing Materials and ListsGenie trademarks solely for the purpose of promoting the Service in accordance with this Agreement.

9.2 Restrictions. The Affiliate shall not alter, distort, recolour, animate, or create derivative works from the Marketing Materials or ListsGenie logos without prior written consent, and shall follow any brand guidelines ListsGenie provides.

9.3 Reservation of Rights. All intellectual property rights in the Service, the Marketing Materials, and the ListsGenie brand remain the exclusive property of ListsGenie and its licensors. Nothing in this Agreement transfers any ownership interest. All goodwill arising from the Affiliate's use of ListsGenie trademarks accrues exclusively to ListsGenie.

9.4 Affiliate Content Licence. The Affiliate grants ListsGenie a non-exclusive, worldwide, royalty-free licence to reproduce, display, and reference the Affiliate's name, logo, handle, and publicly published promotional content concerning ListsGenie, for the purposes of case studies, marketing, and Program administration. The Affiliate may withdraw this licence prospectively on written request.

9.5 Immediate Cessation. Upon termination or expiry of this Agreement, the licence in Section 9.1 terminates immediately, and the Affiliate shall promptly remove all ListsGenie trademarks, Marketing Materials, Affiliate Codes, and referral links from all channels under its control.

10. Relationship of the Parties and Confidentiality

10.1 Independent Contractor. The Affiliate is an independent contractor. Nothing in this Agreement creates any employment, agency, partnership, joint venture, franchise, or fiduciary relationship. The Affiliate has no authority to make any representation, warranty, commitment, or contract on behalf of ListsGenie, to bind ListsGenie in any way, or to hold itself out as an employee, agent, or representative of ListsGenie.

10.2 No Benefits. The Affiliate is not entitled to any employee benefit, insurance, pension, paid leave, minimum wage, severance, or similar entitlement from ListsGenie.

10.3 Confidentiality. The Affiliate shall keep confidential all non-public information disclosed by ListsGenie, including Commission rates negotiated on an individual basis, conversion and performance data, customer information, unreleased features, product roadmaps, and business plans, and shall not disclose it to any third party or use it other than for performance of this Agreement. This obligation survives termination for three (3) years, and indefinitely in respect of trade secrets and personal data.

10.4 Data Protection. Each Party shall comply with Regulation (EU) 2016/679 (GDPR) and all other applicable data protection law. The Affiliate acts as an independent controller in respect of any personal data it collects from its own audience and is solely responsible for establishing a lawful basis, providing privacy notices, and honouring data subject rights. The Affiliate shall not transfer personal data of its audience to ListsGenie except as expressly agreed in writing. ListsGenie's processing of the Affiliate's own personal data is described in the Privacy Policy.

10.5 Non-Circumvention. The Affiliate shall not knowingly divert, or attempt to divert, an existing or prospective ListsGenie customer to a competing product by misusing information obtained through the Program.

11. Term, Suspension and Termination

11.1 Term and Termination for Convenience. This Agreement commences on the date ListsGenie notifies the Affiliate of acceptance and continues until terminated. Either Party may terminate this Agreement at any time, for any reason, on written notice (email is sufficient), with immediate effect.

11.2 Immediate Termination and Suspension for Cause. ListsGenie may suspend or terminate immediately and without notice where it reasonably believes the Affiliate has: breached any provision of this Agreement, particularly Section 7 or Section 8; engaged in fraud, deception, or unlawful conduct; provided false information; brought or threatened to bring the ListsGenie brand into disrepute; become insolvent or subject to insolvency proceedings; or become subject to applicable sanctions.

11.3 Program Discontinuation. ListsGenie may modify, suspend, or discontinue the Affiliate Program in whole or in part at any time on thirty (30) days' notice, save that it may act immediately where required by law, regulation, or a payment provider.

11.4 Effect of Termination.

• The Affiliate Code is deactivated and no further Commissions accrue from the effective date of termination.
• The licence in Section 9.1 terminates and the Affiliate shall remove all ListsGenie branding, Marketing Materials, and referral content within ten (10) business days.
• Where termination is not for cause, Commissions properly accrued and cleared before the effective date remain payable, subject to the minimum threshold in Section 5.2 and to Section 4.6.
• Where termination is for cause under Section 11.2, all accrued and unpaid Commissions are forfeited, and ListsGenie may reverse Commissions previously paid in respect of the affected referrals.

11.5 Survival. Sections 1, 4.6, 5.6, 7, 9.3, 9.5, 10.3, 10.4, 11.4, 12, 13, 14, and 15 survive termination or expiry of this Agreement.

12. Disclaimers and Limitation of Liability

12.1 No Earnings Guarantee. ListsGenie makes no representation, warranty, or guarantee as to any level of referrals, conversions, revenue, or earnings. Any figures or examples shown in Program materials are illustrative only and do not constitute a promise of results. The Affiliate's earnings depend entirely on its own efforts, audience, and market conditions.

12.2 Service Provided "As Is." The Program, the affiliate dashboard, tracking infrastructure, and Marketing Materials are provided "as is" and "as available." To the maximum extent permitted by law, ListsGenie disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, accuracy, and non-infringement.

12.3 Exclusion of Indirect Loss. To the maximum extent permitted by law, ListsGenie shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, nor for loss of profits, revenue, business, goodwill, opportunity, data, or anticipated savings, arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such loss.

12.4 Liability Cap. ListsGenie's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Commissions actually paid to the Affiliate in the six (6) months immediately preceding the event giving rise to the claim, or one hundred euro (EUR 100), whichever is greater.

12.5 Non-Excludable Liability. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

12.6 Force Majeure. Neither Party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, government action, sanctions, strikes, failure of telecommunications or internet infrastructure, or failure of third-party payment providers.

13. Indemnification

The Affiliate shall indemnify, defend, and hold harmless ListsGenie, BRANTELO OÜ, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, demands, proceedings, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• the Affiliate's breach of this Agreement or of any representation or warranty given in it;
• the Affiliate's promotional activities, content, statements, or omissions, including any claim of false advertising, misleading practice, or failure to disclose under Section 8;
• the Affiliate's infringement or misappropriation of any third-party intellectual property, privacy, or publicity right;
• the Affiliate's violation of any applicable law or regulation, including data protection, anti-spam, consumer protection, tax, and sanctions law; and
• any claim by a tax authority arising from the Affiliate's failure to declare or pay taxes on Commissions.

ListsGenie shall notify the Affiliate of any such claim within a reasonable time and may, at its option, participate in the defence with counsel of its own choosing at its own expense. The Affiliate shall not settle any claim in a manner that imposes any obligation or admission on ListsGenie without ListsGenie's prior written consent.

14. Governing Law and Dispute Resolution

14.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) is governed by and construed in accordance with the laws of the Republic of Estonia, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Good-Faith Resolution. Before commencing proceedings, the Parties shall attempt in good faith to resolve any dispute through negotiation. Either Party may initiate this process by written notice to the other, and the Parties shall have thirty (30) days from that notice to reach resolution.

14.3 Jurisdiction. Where negotiation fails, the Parties submit to the exclusive jurisdiction of Harju County Court (Harju Maakohus), Tallinn, Estonia. Nothing prevents ListsGenie from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

14.4 Consumer Rights. Where the Affiliate is a consumer resident in the European Union and mandatory local law grants rights that cannot be waived by contract, nothing in this Section deprives the Affiliate of the protection of those mandatory provisions or of the right to bring proceedings in the courts of its own domicile.

14.5 Language. This Agreement is concluded in English. Any translation is provided for convenience only, and the English text prevails in the event of conflict.

15. General Provisions

15.1 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and Cookie Policy (each incorporated by reference), constitutes the entire agreement between the Parties in respect of the Affiliate Program and supersedes all prior discussions, representations, and understandings. In the event of conflict between this Agreement and the Terms of Service in respect of the Affiliate Program, this Agreement prevails.

15.2 Amendments. ListsGenie may amend this Agreement from time to time. Material changes take effect thirty (30) days after notice is sent to the Affiliate's registered email address or published in the affiliate dashboard, whichever is earlier. Continued participation after the effective date constitutes acceptance. If the Affiliate does not accept an amendment, its sole remedy is to terminate under Section 11.1.

15.3 Assignment. The Affiliate may not assign, novate, or transfer this Agreement or any rights under it without ListsGenie's prior written consent. ListsGenie may assign this Agreement freely, including in connection with a merger, acquisition, restructuring, or sale of assets.

15.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force and effect.

15.5 No Waiver. No failure or delay in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise precludes any further exercise.

15.6 Notices. Notices to ListsGenie shall be sent to support@listsgenie.com. Notices to the Affiliate shall be sent to the email address registered on its affiliate account. Notice is deemed received twenty-four (24) hours after sending, absent a delivery failure notification. The Affiliate is responsible for keeping its registered email address current.

15.7 Third-Party Rights. No person who is not a Party to this Agreement has any right to enforce any of its terms.

15.8 Electronic Acceptance. The Affiliate acknowledges that checking the acceptance box on the affiliate application form constitutes a legally binding electronic signature, equivalent to a handwritten signature under Regulation (EU) No 910/2014 (eIDAS) and applicable Estonian law. ListsGenie records the date, time, agreement version, and technical metadata of that acceptance as evidence of agreement.

16. Contact

Questions about this Agreement or the Affiliate Program should be directed to:

By submitting an affiliate application to ListsGenie, you acknowledge that you have read and understood this Affiliate Program Agreement in its entirety and agree to be bound by it.