SHQ Influencer Agreement

This Affiliate Agreement (the "Agreement") is made and entered into by and between Strategy HQ LLC, a Maryland limited liability company with its principal place of business at 12530 Fairwood Pkwy Ste 102 #157, Bowie, Maryland 20720 ("Strategy HQ"); and the individual or entity accepting this Agreement ("Affiliate").

WHEREAS, prior to accepting this Agreement, Affiliate must provide valid government-issued photo identification and proof of current address dated within the last 30 days ("Verification Documents");

WHEREAS, Strategy HQ's acceptance of Verification Documents shall not constitute a warranty or representation of Affiliate's identity or capacity to contract.

1. DEFINITIONS

1.1 "Affiliate Link" shall mean the unique tracking mechanism provided by Strategy HQ to Affiliate.

1.2 "Digital Products" shall mean Strategy HQ's downloadable or digital content products.

1.3 "Services" shall mean Strategy HQ's consulting, coaching, website design, maintenance, or creative services.

1.4 "Qualified Referral" shall mean a new customer who completes a purchase through Affiliate's unique tracking mechanism, and whose transaction is verified as legitimate, complete, and in good standing as determined solely and exclusively by Strategy HQ.

1.5 "Materials" shall mean all Strategy HQ content, names, images, trademarks, logos, slogans, scripts, tools, templates, media, and documentation provided to Affiliate.

1.6 "Promotional Activity" shall mean any activity performed by Affiliate to promote Strategy HQ, whether physical, digital, verbal, written, or implied.

1.7 "Affiliate Data" shall mean all data, information, and materials created, collected, or processed by Affiliate in connection with this Agreement, including but not limited to customer information, leads, referral data, and promotional content.

1.8 "Territory" shall mean within 100 miles of any location where Strategy HQ conducts business or maintains clients.

2. RELATIONSHIP AND STATUS

2.1 Independent Contractor Status

(a) Affiliate is and shall remain an independent contractor.

(b) Nothing in this Agreement shall be construed to create: - Any employment relationship; - Any partnership or joint venture; - Any agency relationship; - Any franchise relationship; - Any ownership interest or equity stake; - Any shareholder, officer, director, member, or manager status; - Any right to participate in company management or operations; - Any claim to Strategy HQ's assets, profits, or intellectual property; or - Any other relationship beyond that of independent contractor.

2.2 No Authority

(a) Affiliate shall have no authority to: - Bind Strategy HQ; - Make commitments on behalf of Strategy HQ; - Represent themselves as an employee or representative of Strategy HQ; - Negotiate or enter into contracts on behalf of Strategy HQ; or - Hold themselves out as having any ownership or management role.

(b) Affiliate shall not publicly reference, announce, or display their relationship with Strategy HQ without express written approval, which may be revoked at any time.

2.3 No Benefits

Affiliate shall not be entitled to: - Employee benefits; - Insurance coverage; - Retirement benefits; - Paid time off; - Workers' compensation; - Unemployment benefits; or - Any other benefits provided to Strategy HQ employees.

2.4 Taxes

Affiliate shall be solely responsible for: - All tax obligations; - Self-employment taxes; - Income tax reporting and payment; and - Any other tax or regulatory obligations arising from this relationship.

2.5 Personal Guarantee

If Affiliate is a business entity, the individual accepting this Agreement personally guarantees all obligations and agrees to be jointly and severally liable for any breach.

3. DATA OWNERSHIP AND USAGE

3.1 Strategy HQ's Exclusive Rights

(a) Strategy HQ exclusively owns all right, title, and interest in: - All Affiliate Data; - All customer relationships and information; - All goodwill generated through promotional activities; - All improvements or modifications to Strategy HQ materials; and - All derivative works created using Strategy HQ content.

(b) Affiliate hereby irrevocably assigns all rights in Affiliate Data to Strategy HQ.

3.2 Prohibited Data Uses

Affiliate shall not: - Maintain copies of Affiliate Data; - Use Affiliate Data for any purpose except performing under this Agreement; - Transfer or disclose Affiliate Data to any third party; - Contact referred customers except as expressly authorized; or - Build any database using Affiliate Data.

4. COMPENSATION

4.1 Commission Structure

(a) Digital Product Sales: - 10% commission on first five (5) sales; - 20% commission on subsequent sales; and - Maximum commission of $20.00 per sale, regardless of sale price or value.

(b) One-time Service Referral Fees for New Customers: - $20.00 for coaching services; - $20.00 for creative services; - $25.00 for website design services; and - $25.00 for maintenance plan services.

4.2 Payment Terms

(a) Payments shall be made via Zelle.

(b) Minimum payment threshold of $20.00.

(c) Quarterly payments shall be made on the last day of each quarter.

(d) If minimum threshold is not reached, balance shall roll over.

(e) Affiliates joining after the 15th day of the final month in a quarter shall receive first eligible payment in the subsequent quarter.

(f) Strategy HQ reserves the absolute right to: - Determine qualification of referrals; - Withhold payment for suspected fraudulent activity; - Adjust commission structure with or without notice; - Withhold payment pending investigation of any suspected breach; and - Delay or reverse payment of commissions up to 180 days post-sale for chargebacks, fraud, disputes, or any other reason Strategy HQ deems appropriate.

(g) Commissions shall be calculated on net revenue after returns, chargebacks, refunds, taxes, transaction fees, promotions, and any other deductions Strategy HQ deems reasonable.

4.3 Commission Recapture

(a) Strategy HQ may recapture paid commissions within 24 months of payment if: - Customer defaults or terminates relationship; - Transaction is disputed or challenged; - Affiliate breaches any term of this Agreement; or - Strategy HQ determines, in its sole discretion, that recapture is appropriate.

(b) Recaptured amounts are immediately due and payable by Affiliate.

(c) Strategy HQ may offset recaptured amounts against future payments.

5. AFFILIATE OBLIGATIONS

5.1 Required Actions

Affiliate shall: - Comply with all applicable laws and Strategy HQ policies; - Maintain highest professional standards in all promotional activities; - Obtain Strategy HQ's prior written approval for all marketing materials; - Clearly disclose affiliate relationship per FTC guidelines; - Protect Strategy HQ's reputation and goodwill; - Promptly notify Strategy HQ of any legal claims or investigations that involve Affiliate's promotional activity; and - Immediately cease using Strategy HQ materials upon termination or written request.

5.2 Prohibited Actions

Affiliate shall not: - Make any representations about Strategy HQ without prior written approval; - Engage in deceptive or misleading practices; - Use Strategy HQ's intellectual property without express written consent; - Bid on Strategy HQ's trademarks or similar terms in paid advertising; - Engage in any activity that could reasonably harm Strategy HQ; - Speak negatively or disparagingly about Strategy HQ, its owners, employees, services, or brand in any format, at any time, including after termination; or - Solicit Strategy HQ's clients, partners, or contractors for any competitive business purpose during the term and for 12 months thereafter.

6. NON-COMPETITION AND CONFIDENTIALITY

6.1 Non-Competition Obligations

(a) During the term of this Agreement and for 24 months thereafter, Affiliate shall not: - Engage in any competitive business within the Territory; - Provide services similar to Strategy HQ's offerings; - Partner with or promote any Strategy HQ competitor; - Develop or launch competing products or services; or - Assist others in competing with Strategy HQ.

6.2 Confidentiality Obligations

(a) Affiliate shall: - Maintain strict confidentiality of all Strategy HQ information; - Implement reasonable security measures to protect confidential information; - Limit access to those with a need to know; and - Return or destroy all confidential information upon request.

(b) Confidential information includes: - Business methods and processes; - Customer and prospect lists; - Pricing and financial information; - Marketing strategies and plans; - Product development information; and - Any other non-public information.

7. TERM AND TERMINATION

7.1 Term

This Agreement commences upon Strategy HQ's acceptance of Affiliate's application and continues until terminated.

7.2 Termination Rights

(a) Strategy HQ may terminate this Agreement: - Immediately and without notice, in Strategy HQ's sole discretion; - Upon any breach by Affiliate; - Upon any action that could harm Strategy HQ; or - For any other reason or no reason.

(b) Affiliate may terminate this Agreement: - Upon 30 days written notice to Strategy HQ; or - Immediately upon any material breach by Strategy HQ.

7.3 Post-Termination Obligations

Upon termination, Affiliate shall: - Immediately cease all promotional activities; - Remove all Strategy HQ materials from any websites; - Return or destroy all confidential information; - Cease using all Strategy HQ intellectual property; - Maintain all confidentiality obligations; and - Honor all non-competition restrictions.

8. INTELLECTUAL PROPERTY

8.1 Strategy HQ's Rights

(a) Strategy HQ retains all right, title, and interest in: - All trademarks, logos, and brand elements; - All copyrighted materials and content; - All patents and trade secrets; - All customer data and relationships; and - All other intellectual property.

8.2 Limited License

(a) Strategy HQ grants Affiliate a limited, non-exclusive license to: - Use approved materials for promotion; - Display approved trademarks; and - Link to approved Strategy HQ web pages.

(b) This license: - Is revocable at any time; - Is non-transferable; - Requires strict compliance with Strategy HQ guidelines; and - Terminates automatically upon Agreement termination.

8.3 Restrictions

Affiliate shall not: - Modify any Strategy HQ materials; - Create derivative works; - Register any competing marks; - Challenge Strategy HQ's intellectual property rights; or - Use intellectual property after termination.

9. REPRESENTATIONS AND WARRANTIES

9.1 Affiliate Representations

Affiliate represents and warrants that: - All information provided to Strategy HQ is true and accurate; - Affiliate has full authority to enter this Agreement; - No conflicts exist with other obligations or agreements; - Affiliate is solvent and capable of performing; - Affiliate has reviewed and understands all terms; and - Affiliate will comply with all applicable laws and regulations.

9.2 Disclaimer of Warranties

(a) Strategy HQ provides all materials "AS IS" and disclaims all warranties: - Express or implied; - Of merchantability; - Of fitness for particular purpose; - Of non-infringement; and - Regarding results or earnings.

10. INDEMNIFICATION AND LIABILITY

10.1 Affiliate Indemnification Obligations

(a) Affiliate shall indemnify and hold harmless Strategy HQ from: - Any breach of this Agreement; - Any misrepresentation; - Any violation of law; - Any unauthorized warranties; - Any intellectual property claims; and - Any third-party claims arising from Affiliate's actions.

10.2 Limitation of Liability

(a) Strategy HQ shall not be liable for: - Any indirect or consequential damages; - Lost profits or revenue; - Business interruption; - Loss of business opportunity; or - Any damages exceeding fees paid to Affiliate.

11. DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by Maryland law, without regard to conflicts of law principles.

11.2 Exclusive Jurisdiction

(a) All disputes shall be resolved exclusively in: - State or federal courts in Maryland; or - Binding arbitration in Maryland.

11.3 Arbitration

(a) Arbitration shall be: - Conducted by a single arbitrator; - Administered by the American Arbitration Association; - Under the Commercial Arbitration Rules; - In English; and - Final and binding.

11.4 Remedies

(a) Strategy HQ may seek: - Injunctive relief; - Specific performance; - Emergency relief; or - Any other available legal or equitable remedy.

12. MISCELLANEOUS

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

12.2 Modifications

Strategy HQ may modify this Agreement at any time by posting updated terms or providing notice to Affiliate.

12.3 Severability

If any provision is found invalid, the remaining provisions shall remain in full force and effect.

12.4 No Waiver

Failure to enforce any right shall not constitute waiver of such right.

12.5 Assignment

(a) Affiliate may not assign this Agreement. (b) Strategy HQ may assign this Agreement freely.

12.6 Survival

Sections 3, 6, 7.3, 8, 10, and 11 shall survive termination.