Affiliate and Referral Agreement
Digital Inventory Group LLC
Effective Date: January 27, 2026
This Affiliate and Referral Agreement ("Agreement") is entered into by and between Digital Inventory Group LLC, a South Carolina limited liability company ("Company," "DiG," "we," "us," or "our"), located at 317 Ruth Vista Road, Lexington, SC 29073, and the individual or entity enrolling in the Affiliate Program ("Affiliate," "you," or "your").
By enrolling in the Digital Inventory Group Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by this Agreement, our Terms of Service, and our Privacy Policy, each of which is incorporated herein by reference.
1. Definitions
1.1 "Affiliate" means the individual or entity approved by the Company to participate in the Program and refer potential Customers to the Company's Services.
1.2 "Affiliate Link" or "Affiliate Code" means the unique tracking URL or referral code assigned to Affiliate by the Company for the purpose of identifying and attributing Referrals.
1.3 "Commission" means the compensation paid to Affiliate for Qualified Referrals in accordance with Section 4 of this Agreement.
1.4 "Customer" means an individual or entity that purchases or subscribes to the Company's Services.
1.5 "MAP Policy" means the Company's Minimum Advertised Price Policy, as described in the Terms of Service and referenced in Section 3.9 of this Agreement.
1.6 "Net Revenue" means the gross revenue received by the Company from a referred Customer, less refunds, chargebacks, credits, taxes, and payment processing fees.
1.7 "Program" means the Digital Inventory Group Affiliate and Referral Program governed by this Agreement.
1.8 "Qualified Referral" means a Referral that satisfies all conditions set forth in Section 5 of this Agreement.
1.9 "Referral" means a prospective Customer directed to the Company through Affiliate's unique Affiliate Link or Affiliate Code.
1.10 "Services" means the Company's CRM, automation, and AI-powered SaaS platform, including all subscription plans, add-ons, and related services offered by Digital Inventory Group.
1.11 "Territory" means the geographic area, if any, assigned to Affiliate by the Company in writing. Unless otherwise specified, no territorial exclusivity is granted.
2. Program Enrollment
2.1 Application. To participate in the Program, you must submit a completed affiliate application through the Company's designated enrollment process. The Company reserves the sole and absolute right to accept or reject any application for any reason or no reason at all.
2.2 Eligibility. You must be at least eighteen (18) years of age and legally capable of entering into binding agreements. If enrolling on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
2.3 Tax Information. Upon approval, you must provide accurate and current business and tax information, including a completed IRS Form W-9 (or W-8BEN for non-U.S. persons), before any Commission payments will be processed. The Company will issue IRS Form 1099-NEC for annual Commission payments of $600 or more, as required by law.
2.4 Account Credentials. You are responsible for maintaining the security of your affiliate account credentials. You must notify the Company immediately of any unauthorized access or suspected breach of your account.
3. Affiliate Obligations
3.1 Honest Promotion. You shall promote the Services honestly, accurately, and in a manner consistent with the Company's brand values. You shall not make any representations, warranties, or guarantees about the Services that are not expressly authorized by the Company in writing.
3.2 Legal Compliance. You shall comply with all applicable federal, state, and local laws, regulations, and industry standards in connection with your promotional activities, including but not limited to the Federal Trade Commission Act, the FTC Endorsement Guides (16 CFR Part 255), the CAN-SPAM Act, the Telephone Consumer Protection Act ("TCPA"), and all applicable state consumer protection laws.
3.3 FTC Disclosure Requirements. You must include clear and conspicuous affiliate disclosures on all promotional materials, including but not limited to blog posts, social media content, emails, videos, and website pages. Disclosures must be placed in close proximity to the affiliate link or recommendation and must not require the viewer to click, scroll, or take additional action to see them.
Examples of compliant disclosures include:
- "I am an affiliate of Digital Inventory Group and may earn a commission if you sign up through my link."
- "This post contains affiliate links. I may receive compensation if you purchase through these links."
- "Disclosure: I partner with Digital Inventory Group and receive referral commissions."
- "#ad #affiliate" (on social media, in addition to a more complete disclosure where space permits)
3.4 No Misleading Claims. You shall not make misleading, deceptive, or unsubstantiated claims about the Services, their capabilities, pricing, or any potential results or earnings a Customer may achieve.
3.5 No Spam or Unsolicited Communications. You shall not use spam, unsolicited bulk email, unsolicited text messages, or any form of deceptive marketing to promote the Services.
3.6 PPC Restriction. You shall not bid on the Company's branded keywords (including but not limited to "Digital Inventory Group," "DiG," or variations thereof) in any pay-per-click advertising platform, including Google Ads, Microsoft Advertising, or social media advertising platforms, without prior written authorization from the Company.
3.7 Professional Conduct. You shall conduct all promotional activities in a professional manner that reflects positively on the Company and its brand.
3.8 No Confusion with Company. You shall not create websites, social media profiles, landing pages, or other assets that could reasonably be confused with the Company's official properties. You shall clearly identify yourself as an independent affiliate in all communications.
3.9 White-Label MAP Policy Compliance. You shall comply with the Company's Minimum Advertised Price Policy at all times. The minimum advertised price for the Services is $97 per month or $970 per year. You shall not advertise, promote, or offer the Services at a price below these thresholds without prior written authorization from the Company. Violation of the MAP Policy constitutes grounds for immediate termination of this Agreement.
4. Commission Structure
4.1 Commission Rate. The Company will pay Affiliate a commission as specified in the commission schedule provided at the time of enrollment or as subsequently communicated in writing. Commission rates are determined at the Company's sole discretion and may vary by plan, promotion, or affiliate tier.
4.2 Recurring Commissions. For subscription-based Referrals, Affiliate shall receive recurring monthly commissions for as long as the referred Customer maintains an active, paid subscription to the Services, subject to the terms of this Agreement.
4.3 Payment Method. Commissions shall be paid monthly via ACH bank transfer, PayPal, or check, as selected by Affiliate during enrollment. The Company reserves the right to modify available payment methods with thirty (30) days prior written notice.
4.4 Minimum Payout. Commissions will be paid only when the accumulated unpaid balance reaches a minimum of one hundred dollars ($100.00). Unpaid balances below the minimum threshold will carry forward to the following payment period.
4.5 Payment Schedule. Commissions are paid on a Net-15 basis. Commissions earned during a given calendar month will be paid within fifteen (15) days following the end of that month, provided the minimum payout threshold has been met.
4.6 Commission Attribution. Referrals are attributed to Affiliate through a tracking cookie with a ninety (90) day attribution window. If a prospective Customer clicks an Affiliate Link and completes a purchase within ninety (90) days, the Referral is attributed to Affiliate. In cases of multiple affiliate attribution, the first-click affiliate receives credit.
4.7 Commission Adjustments. The Company reserves the right to adjust, withhold, or reverse Commissions in cases of Customer refunds, chargebacks, fraud, or violation of this Agreement. The Company will provide reasonable notice and documentation for any adjustments.
4.8 Taxes. Affiliate is solely responsible for all taxes, duties, and assessments arising from Commissions received under this Agreement. The Company will not withhold taxes from Commission payments unless required by law.
5. Qualified Referrals
5.1 A Referral qualifies for Commission only when ALL of the following conditions are satisfied:
(a) The Customer is new and does not have an existing or prior account with Digital Inventory Group.
(b) The Customer signed up for the Services through Affiliate's unique Affiliate Link or Affiliate Code.
(c) The Customer has completed their first full paid billing cycle (monthly or annual).
(d) The Customer's account remains in good standing and has not been the subject of a refund, chargeback, or dispute within the first sixty (60) days of the subscription.
(e) The Referral was generated through promotional methods that comply with this Agreement.
5.2 Self-Referrals Prohibited. Affiliate may not use their own Affiliate Link or Code to refer themselves, their own business, household members, or entities in which Affiliate holds a controlling interest. Self-referrals will be voided and may result in termination of this Agreement.
5.3 Referral Verification. The Company reserves the right to verify and validate all Referrals before paying Commissions. The Company's determination of whether a Referral is qualified shall be final and binding.
6. Promotional Guidelines
6.1 Approved Materials. The Company will provide Affiliate with approved marketing materials, including logos, banners, copy templates, and product descriptions. Affiliate may use these materials solely for Program purposes and in accordance with any usage guidelines provided.
6.2 Custom Content. Affiliate may create original promotional content, subject to Company review upon request. The Company reserves the right to require modifications to or removal of any Affiliate-created content that, in the Company's reasonable judgment, is inaccurate, misleading, or inconsistent with the Company's brand standards.
6.3 Email Marketing. All email marketing must comply with the CAN-SPAM Act, including but not limited to accurate header information, a valid physical mailing address, a clear and conspicuous unsubscribe mechanism, and prompt processing of opt-out requests.
6.4 SMS and Text Marketing. All SMS and text message marketing must comply with the TCPA, applicable FCC regulations, and A2P (Application-to-Person) 10DLC registration requirements. Affiliate must obtain proper prior express written consent before sending marketing text messages and must maintain adequate records of consent.
6.5 Social Media. Affiliate must comply with all applicable platform terms of service and FTC disclosure requirements when promoting the Services on social media platforms.
7. Prohibited Activities
7.1 The following activities are strictly prohibited and constitute grounds for immediate termination of this Agreement and forfeiture of unpaid Commissions:
(a) Spamming, unsolicited messaging, or bulk distribution of promotional materials through any channel without prior consent of the recipients.
(b) Cookie stuffing, ad injection, forced clicks, click fraud, or any technique designed to artificially inflate Referral counts or manipulate tracking systems.
(c) Bidding on the Company's branded keywords in violation of Section 3.6.
(d) Misrepresenting the features, functionality, pricing, or capabilities of the Services.
(e) Offering unauthorized discounts, incentives, or promotions that reduce the price below the MAP Policy thresholds set forth in Section 3.9.
(f) Using deceptive, misleading, or false advertising of any kind.
(g) Posting fake reviews, fabricated testimonials, or artificially generated endorsements.
(h) Violating any applicable federal, state, or local law, rule, or regulation.
(i) Engaging in any activity that could damage the Company's reputation, brand, or goodwill.
(j) Attempting to intercept or redirect traffic or referrals from other affiliates.
8. Intellectual Property
8.1 Limited License. The Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use the Company's approved trademarks, trade names, logos, and marketing materials solely for the purpose of participating in the Program and in accordance with any brand guidelines provided.
8.2 License Restrictions. Affiliate shall not modify, alter, or create derivative works from the Company's intellectual property without prior written consent. This license terminates automatically upon termination of this Agreement.
8.3 Affiliate Content. Affiliate retains all rights to their original promotional content created in connection with the Program. Affiliate grants the Company a non-exclusive, royalty-free license to use Affiliate's testimonials, case studies, and success stories for the Company's marketing purposes, subject to Affiliate's prior written approval for each specific use.
8.4 Company IP. All Company intellectual property, including but not limited to trademarks, copyrights, trade secrets, proprietary technology, and software, remains the sole property of the Company.
9. Confidentiality
9.1 Confidential Information. Affiliate acknowledges that Commission rates, program terms, referral data, business strategies, customer information, proprietary tools, and internal communications disclosed in connection with the Program constitute confidential information ("Confidential Information").
9.2 Non-Disclosure. Affiliate shall not disclose, publish, or disseminate Confidential Information to any third party without the Company's prior written consent. Affiliate shall use Confidential Information solely for the purpose of participating in the Program.
9.3 Credential Security. Affiliate shall not share login credentials, affiliate dashboard access, or proprietary tracking tools with any unauthorized person or entity.
9.4 Survival. The obligations under this Section 9 shall survive termination of this Agreement for a period of two (2) years.
10. Data Protection
10.1 Privacy Compliance. Affiliate shall comply with the Company's Privacy Policy and all applicable data protection laws, including the California Consumer Privacy Act ("CCPA"), the California Privacy Rights Act ("CPRA"), and any other applicable state or federal privacy legislation.
10.2 No Data Misuse. Affiliate shall not misuse, sell, or improperly share any personal data obtained through or in connection with the Program.
10.3 Affiliate Privacy Policy. If Affiliate collects personal data from visitors or prospective Customers through Affiliate's own websites, landing pages, or other channels, Affiliate shall maintain a privacy policy that complies with all applicable laws and accurately describes Affiliate's data collection and use practices.
10.4 Independent Controller. To the extent Affiliate independently collects or processes personal data in connection with the Program, Affiliate acts as an independent data controller and bears sole responsibility for compliance with applicable data protection obligations.
11. Representations and Warranties
11.1 Affiliate represents and warrants that: (a) Affiliate has the full legal authority and capacity to enter into this Agreement; (b) Affiliate will comply with all applicable laws, rules, and regulations in performing obligations under this Agreement; (c) all information provided to the Company in connection with enrollment and participation in the Program is accurate, complete, and current; and (d) Affiliate's promotional activities will not infringe upon the intellectual property or other rights of any third party.
11.2 The Company represents and warrants that: (a) it has the authority to operate the Program and enter into this Agreement; and (b) it will provide the Services as described in its current service documentation.
11.3 No Income Guarantees. Neither party makes any representation, warranty, or guarantee regarding the amount of Commissions Affiliate may earn, the number of Referrals Affiliate may generate, or the income or results any Customer may achieve through use of the Services.
12. Indemnification
12.1 By Affiliate. Affiliate shall indemnify, defend, and hold harmless the Company, its officers, directors, members, managers, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Affiliate's promotional activities; (b) Affiliate's breach of this Agreement; (c) Affiliate's violation of any applicable law; or (d) any claim that Affiliate's content infringes upon the rights of a third party.
12.2 By Company. The Company shall indemnify, defend, and hold harmless Affiliate from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) the Company's Services or products themselves; (b) the Company's breach of this Agreement; or (c) any claim that the Company's approved marketing materials infringe upon the rights of a third party.
12.3 Procedure. The indemnified party shall provide prompt written notice of any claim and shall cooperate with the indemnifying party in the defense of such claim. The indemnifying party shall have sole control of the defense and settlement, provided that no settlement shall impose any obligation on the indemnified party without its written consent.
13. Limitation of Liability
13.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap. THE COMPANY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO AFFILIATE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.3 Exceptions. The limitations in this Section 13 shall not apply to: (a) either party's indemnification obligations; (b) liability arising from fraud or intentional misconduct; or (c) liability arising from infringement of the other party's intellectual property rights.
14. Term and Termination
14.1 Effective Date. This Agreement becomes effective upon the Company's written approval of Affiliate's application and continues until terminated as provided herein.
14.2 Termination for Convenience. Either party may terminate this Agreement at any time, for any reason, upon thirty (30) days prior written notice to the other party.
14.3 Termination for Cause. The Company may terminate this Agreement immediately, without prior notice, if Affiliate: (a) breaches any material provision of this Agreement; (b) engages in any Prohibited Activity described in Section 7; (c) engages in fraudulent or illegal activity; or (d) takes any action that, in the Company's reasonable judgment, harms or threatens to harm the Company's reputation or goodwill.
14.4 Effect of Termination. Upon termination: (a) Affiliate shall immediately cease all promotional activities and use of the Company's trademarks, materials, and Affiliate Links; (b) Affiliate shall remove all Company-related content from Affiliate's websites and channels within ten (10) business days; (c) the Company shall pay Affiliate any Commissions earned for Qualified Referrals made prior to termination within sixty (60) days of the termination date, subject to any adjustments under Section 4.7; and (d) all licenses granted under this Agreement shall terminate.
14.5 Survival. Sections 8 (Intellectual Property), 9 (Confidentiality), 10 (Data Protection), 12 (Indemnification), 13 (Limitation of Liability), and 15 (Dispute Resolution) shall survive termination of this Agreement.
15. Dispute Resolution
15.1 Good Faith Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good faith negotiation for a period of thirty (30) days following written notice of the dispute.
15.2 Binding Arbitration. If the dispute is not resolved through negotiation within the thirty (30) day period, the dispute shall be submitted to and resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Charleston, South Carolina, before a single arbitrator. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
15.3 Attorneys' Fees. The prevailing party in any arbitration or legal proceeding arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
15.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to its conflict of laws principles.
15.5 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to breaches of Sections 8 or 9 of this Agreement.
16. General Provisions
16.1 Independent Contractor. Affiliate is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Affiliate is solely responsible for their own taxes, insurance, and business expenses.
16.2 Non-Exclusivity. This Agreement is non-exclusive. Affiliate may promote products or services of other companies, including competitors of the Company, provided that doing so does not violate any other provision of this Agreement.
16.3 Assignment. Neither party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that the Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
16.4 Entire Agreement. This Agreement, together with the Terms of Service, Privacy Policy, and any commission schedule or enrollment documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties.
16.5 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
16.6 Modifications. The Company reserves the right to modify the terms of this Agreement or the Program at any time. Material changes will be communicated to Affiliate with at least thirty (30) days advance written notice. Continued participation in the Program after the effective date of any modification constitutes acceptance of the modified terms.
16.7 Force Majeure. Neither party shall be liable for any failure or delay in performing its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemic, government action, power failure, internet disruption, or labor disputes.
16.8 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
16.9 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email to the addresses specified in Section 17, or when sent by certified mail or nationally recognized overnight courier to the addresses specified herein.
17. Contact Information
For questions about the Program, Commissions, or promotional materials:
Email: [email protected]
For legal matters, disputes, or formal notices:
Email: [email protected]
Mailing Address:
Digital Inventory Group LLC
317 Ruth Vista Road
Lexington, SC 29073
Phone: (877) 796-7787
By enrolling in the Digital Inventory Group Affiliate Program, you acknowledge that you have read this Agreement in its entirety, understand its terms, and agree to be bound by its provisions.
Digital Inventory Group LLC. All rights reserved.
Last Updated: January 28, 2026
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