1. PARTIES. In consideration of being permitted to participate in the Digital Wealth

Academy Affiliate Program (the “Services”), and the value you will gain by participating,

you hereby agree to these Terms of Purchase. These Terms of Purchase are entered into

between you (hereinafter “you” or “Affiliate”) and THE DIGITAL WEALTH ACADEMY

LLC, a Florida limited liability company (hereinafter “Company”, “we” or “us”). You and

the Company are collectively referred to herein as the “Parties”.

2. ACCEPTANCE OF TERMS OF PURCHASE. The following Terms of Purchase

(“Terms”) govern your use of and access to the Services. These Terms are legally binding

and it is your responsibility to read them before you begin to use or access the Services.

Your act of selling the Digital Wealth Academy online course (hereinafter the “Product”)

and participating in the Services constitutes your acceptance of these Terms, including any

modifications or updates that Company may make to these Terms from time to time. Any

such modifications or updates will be effective immediately upon notice to you, which may

be given by any reasonable means including via email or through an update posted on a

website provided by Company.

3. TERM AND TERMINATION. These Terms shall be effective on the date of Affiliate’s

registration for the Services and shall continue in full force until terminated as provided

herein. Affiliate’s participation in the Services may be terminated by either Party at any

time with or without cause, including but not limited to if Company decides to cease

business operations or discontinue the sale of the Product and/or the Affiliate Program.

Affiliate may only earn payouts if Affiliate is in good standing during the term. If Affiliate

terminates their participation in the Services, Affiliate will only qualify to receive payouts

earned prior to the date of termination. If Affiliate fails to follow these Terms or any other

legal terms Company has posted anywhere on its website or websites, Affiliate forfeits all

rights, including the right to any unclaimed payout. Company specifically reserves the right

to terminate Affiliate’s participation in the Services if Affiliate violates any of these Terms

outlined herein, including, but not limited to, violating the intellectual property rights of

the Company or a third party, failing to comply with applicable laws or other legal

obligations, and/or publishing or distributing illegal material.

4. AFFILIATE PROGRAM. Affiliate must ensure registration is set up thoroughly,

including providing Company with specific payout information and location (such as a

bank or online account which we may use to post payment). Company will provide

Affiliate with a unique affiliate payment link which corresponds to the Product

(collectively, the "Affiliate Link"). The Affiliate Link will be keyed to Affiliate’s identity

to track all purchases made through the Affiliate Link. Company reserves the right to

modify the Affiliate Link and will notify Affiliate if the Affiliate Link is modified.

5. PAYOUT INFORMATION. Payout will only be available when Company has Affiliate’s

current payment information. Company explicitly reserves the right to change payout

information in Company’s sole and exclusive discretion. If Company does so, Affiliate will

be promptly notified. Affiliate will be paid a total of 85% of all sales of the Product

purchased through the Affiliate’s unique Affiliate Link and Company will retain the

remaining 15%. For any disputes as to payout, the Company must be notified within thirty

(30) days of Affiliate’s receipt of the payout. Company will review each dispute

notification as well as the underlying payout transaction to which it is related. Disputes

filed after thirty (30) days of payout will not be addressed and will be considered waived

by Affiliate.

6. PROMOTIONS. Affiliates are not permitted to promote or advertise any discounts, sales,

or special offers related to the Product unless expressly approved and first announced by

Company. Company will notify Affiliate in advance of any approved promotions. Once

the promotion is officially announced by the Company, Affiliate may advertise and extend

the same offer in compliance with the Company’s guidelines. Unauthorized promotions

may result in termination of the Affiliate relationship.

7. INTELLECTUAL PROPERTY. Affiliate hereby agrees that the intellectual property

owned by the Company includes all copyrights, trademarks, trade secrets, patents, and

other intellectual property belonging to the Company, including but not limited to the

Product ("Company IP"). Subject to the limitations listed below, Company hereby grants

Affiliate a non-exclusive, non-transferable, revocable license to access Company websites

in conjunction with the Affiliate Program and use the Company IP solely and exclusively

in conjunction with identifying Company and its brand on the Affiliate’s website and/or

social media accounts to send customers to Company’s website(s) and the Affiliate Link.

Affiliate may not modify the Company IP in any way and Affiliate is only permitted to use

the Company IP if Affiliate is an Affiliate in good standing with Company. Company may

revoke this license at any time and if Company finds that Affiliate is using the Company

IP in any manner not contemplated by these Terms, Company reserves the right to

terminate this Agreement. Other than as provided herein, Affiliate is not permitted to use

any of the Company IP or any confusingly similar variation of the Company IP without

Company’s express prior written permission. This includes a restriction on using the

Company IP in any domain or website name, in any keywords or advertising, in any

metatags or code, or in any way that is likely to cause consumer confusion.

8. RELATIONSHIP OF THE PARTIES. Nothing contained herein shall be construed to

form any partnership, joint venture, agency, franchise, or employment relationship.

Affiliate is an independent contractor of the Company and will remain so at all times.

9. NON-EXCLUSIVITY. These Terms do not create an exclusive relationship between

Company and Affiliate. Affiliate is free to work with similar affiliate program providers in

any category. These Terms impose no restrictions on Company to work with any individual

or company that Company may choose.

10. NON-DISPARAGEMENT. The Parties agree that they shall not disparage, criticize, or

defame the other Party, its affiliates and their respective affiliates, directors, officers,

agents, partners, stockholders or employees. Nothing in this section apply to any evidence

or testimony required by any court, arbitrator or government agency.

11. MATERIAL DISCLOSURES AND COMPLIANCE WITH FTC GUIDELINES.

When publishing posts/stories about Company’s Product or services, Affiliate must clearly

disclose a “material connection” with Company, including the fact that Affiliate is making

a commission as part of the Affiliate Program. The disclosure should be clear and

prominent and made in close proximity to any statements that Affiliate makes about

Company or Company’s Product or services.

12. MODEL RELEASE. Affiliate grants Company, its successors, and designees, without

payment or further obligation, full ownership in all videos and photographs taken by or

provided to Company or Company’s agents, of which any part contain any or part of the

image and/or likeness of Affiliate. Affiliate hereby releases Company, its affiliates and

related entities, current and former employees, officers, directors, shareholders, partners,

members, managers, agents, attorneys, successors and assigns from any claims, actions,

damages, demands, causes of actions, debts, liabilities, controversies, judgments and suits

of every kind and nature whatsoever, foreseen, unforeseen, known or unknown, that arise

out of or relate to the use of the videos and photographs which contain any or part of the

image and/or likeness of Affiliate.

13. MARKETING RESTRICTIONS. Any marketing or promotional activities conducted by

the Affiliate must accurately reflect the Product's purpose and capabilities. Marketing of

the Product under false pretenses, misrepresentation, or any form of deceptive practice is

strictly prohibited and constitutes a material breach of these Terms. Affiliate shall bear all

responsibility and liability for any false, misleading, or inaccurate representations made in

relation to the Product. Company does not endorse or permit the use of income claims for

the purpose of marketing the Product unless there is an express and written earnings

disclaimer prominently featured with such marketing materials. Affiliate agrees to

indemnify Company from any damages sought from the Affiliate that are a direct result

from advertising income claims. Affiliate agrees that they are responsible for their own

business and that Company is not a part of nor endorses the actions of their business entity.

14. AGREEMENT MODIFICATION. Affiliate acknowledges and agrees that these Terms

constitute the complete and exclusive statement of the agreement between the Affiliate and

Company, and that it supersedes all proposals or prior agreements, oral or written, and all

other communications between the parties relating to the subject matter of these Terms.

Affiliate is not permitted to modify or amend these Terms in any manner without the

express written consent of Company. Any such unauthorized modification or amendment

will be null and void. Affiliate agrees not to enter into any other contract or agreement that

would supersede, alter, or conflict with these Terms. Any such contract or agreement will

be null and void to the extent that it conflicts with these Terms. Affiliate acknowledges and

agrees that it is their sole responsibility to review these Terms periodically to familiarize

themselves with any modifications. Continued use of the Product after any such

modifications constitutes the Affiliate's agreement to such changes.

15. REFUND POLICY. Affiliate acknowledges and agrees that due to the nature of the

Product, all sales of the Product are final and non-refundable. Affiliate must clearly

communicate this return policy to their customers prior to the sale of the Product, ensuring

that customers understand that they are purchasing a non-refundable product. Failure to

comply with this return policy or any misrepresentation of it to customers may result in

immediate termination of these Terms, at the sole discretion of Company, in addition to

any other remedies available to Company under law or equity.

16. CONFIDENTIAL INFORMATION. Affiliate acknowledges that they may have access

to confidential and proprietary information ("Confidential Information") of Company.

Confidential Information includes but is not limited to customer lists, business plans,

financial data, marketing plans, product specifications, and other proprietary knowledge

related to the Product or Company. Affiliate agrees that they will not disclose, disseminate,

or make available any Confidential Information received from Company, directly or

indirectly, to any third party without the prior written consent of Company. Affiliate further

agrees to take all reasonable precautions to prevent any unauthorized use, disclosure,

dissemination, or publication of Confidential Information, including ensuring that any

employees, contractors, or other agents who have access to Confidential Information sign

a non-disclosure agreement.

17. AUDIT RIGHTS. Company reserves the right to audit, at its sole discretion and at any

reasonable time, the Affiliate's books, records, and operations related to the use, sale, and

distribution of the Product to ensure compliance with these Terms. Company reserves the

right to inspect and approve the Product before it is made available to the public.

18. INDEMNIFICATION. Affiliate agrees to indemnify, defend, and hold harmless

Company and its officers, directors, employees, agents, affiliates, successors, and

permitted assigns (collectively, "Indemnified Party"), against any and all losses, damages,

liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties,

fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and

the costs of enforcing any right to indemnification under these Terms, and the cost of

pursuing any insurance providers, arising out of or resulting from any claim of a third party

related but not limited to: (a) any breach or non-fulfillment of any representation, warranty,

or covenant contained in these Terms, or any other agreement contemplated hereby, by the

Affiliate; (b) any use or misuse of the Product by the Affiliate or any third party gaining

access to the Product through the Affiliate; or (c) any infringement of intellectual property

rights arising from the Affiliate's unauthorized use or modification of the Product.

19. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in

no event shall Company, its affiliates, directors, employees or its licensors be liable for any

direct, indirect, punitive, incidental, special, consequential or exemplary damages,

including without limitation damages for loss of profits, goodwill, use, data or other

intangible losses, that result from the use of, or inability to use, the Product. Under no

circumstances will the Company be responsible for any damage, loss or injury resulting

from hacking, tampering or other unauthorized access or use of the Product or the

information contained therein beyond the purchase price of the Product. To the maximum

extent permitted by applicable law, the Company assumes no liability or responsibilily for

any (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage,

of any nature whatsoever, resulting from the Affiliate's access to and use of the Product;

(c) unauthorized access to or use of Company's secure servers and/or any and all personal

information stored therein; (d) interruption or cessation of transmission to or from the

Product; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through

the Product by any third party; (f) errors or omissions in any content or for any loss or

damage incurred as a result of the use of any content posted, emailed, transmitted, or

otherwise made available through the Product; and/or (g) user content or the defamatory,

offensive, or illegal conduct of any third party.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES.

Use of the Product, sending emails to Company, and completing online forms constitute

electronic communications. Affiliate consents to receiving electronic communications, and

Affiliate agrees that all agreements, notices, disclosures, and other communications

provided to Affiliate electronically by Company, via email and on the Product, satisfy any

legal requirement that such communication be in writing. AFFILIATE HEREBY

AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,

AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF THE TRANSACTIONS INITIATED OR

COMPLETED BY COMPANY OR VIA THE PRODUCT. Affiliate hereby waives any

rights or requirements under any statutes, regulations, rules, ordinances, or others laws in

any jurisdiction which require an original signature or delivery or retention of non-

electronic records, or to payments or the granting of credits by any means other than

electronic means.

21. FORCE MAJEURE. If either Party hereto is unable to perform any of its obligations,

with the exception of payment, by reason of fire or other casualty, strike, act or order of

public authority, global pandemic, administrative order by governmental authority, act of

God, or other cause beyond the control of such Party (hereinafter, a “Force Majeure

Event”), then such Party shall be excused from such performance during the pendency of

such cause. COVID-19 and any related governmental orders or shutdowns are known

phenomena and not Force Majeure events. The Party suffering a Force Majeure Event shall

give written notice within five (5) days of the Force Majeure Event to the other Party,

stating the period of time the occurrence is expected to continue and shall use diligent

efforts to end the failure or delay and ensure the effects of such Force Majeure Event are

minimized.

22. PRIVACY. Affiliate agrees that all information provided to Company to register for and

participate in the Services including, but not limited to, through the use of any interactive

features on the Company’s website, is governed by Company’s Privacy Policy, and

Affiliate consents to all actions taken by Company with respect to Affiliate’s information

consistent with Company’s Privacy Policy.

23. WARRANTIES DISCLAIMER. Affiliate’s use and sale of the Product is at Affiliate’s

own risk and is provided on an “as is” and “as available” basis, without any warranties of

any kind, either express or implied, including but not limited to the implied warranties of

merchantability, fitness for a particular purpose, title and non-infringement.

24. EARNINGS DISCLAIMER. While Company may reference certain results, outcomes or

situations in connection with the Product and the Services, Affiliate understands and

acknowledges that Company makes no guarantee as to the accuracy of third-party

statements made or the likelihood of success as a result of these statements. Affiliate

understands that individual results and outcomes will vary. Company cannot guarantee

Affiliate’s success merely by Affiliate’s use and sale of the Product or by Affiliate’s

participation in the Services. Any results provided in connection with the Product and/or

Services are not guaranteed or typical.

25. TECHNOLOGY DISCLAIMER. Company makesreasonable efforts to provide Affiliate

with modern, reliable technology. However, in the event of a technological failure,

Affiliate accepts and acknowledges Company’s lack of responsibility for said failure.

Company cannot guarantee that all information provided in connection with the Product

and Services is completely accurate, complete or up to date, and disclaim liability for any

such errors or omissions.

26. WARRANTIES AND REPRESENTATIONS. Parties represent and warrant to each

other that each is free to enter into and agree to these Terms and that this engagement does

not violate the terms of any agreement between either Party and any third party. The Parties

represent and warrant to each other that each is at least 18 years of age at the time of

agreement to these Terms.

27. ASSUMPTION OF RISK. By using and selling the Product and participating in the

Services, whether paid or unpaid, Affiliate assumes the risk of such access and any

subsequent actions that Affiliate chooses to take as a result of the informational or

educational materials provided to Affiliate.

28. WAIVER. The failure by Company to enforce any provision of these Terms will not

constitute a present or future waiver of such provision nor limit Company’s right to enforce

such provision at a later time. All waivers by Company must be in writing to be effective.

29. LIMITATION ON TIME TO FILE CLAIMS. Any cause of action or claim Affiliate

may have arising out of or relating to these Terms or the Product must be commenced

within one (1) year after the cause of action accrues; otherwise such cause of action or

claim is permanently barred.

30. SEVERABILITY. If any portion of these Terms is held to be invalid or unenforceable,

the remaining portions of these Terms will remain in full force and effect. Any invalid or

unenforceable portions will be interpreted to effect and intent of the original portion. If

such construction is not possible, the invalid or unenforceable portion will be severed from

these Terms, but the rest will remain in full force and effect.

31. NOTICES. All notices, claims, and demands made upon Company under these Terms

must be in writing and addressed to Company at the email address set forth below. A notice

by a Party is effective only if the Party giving the Notice has complied with the

requirements of this Section.

Notice to Company: The Digital Wealth Academy LLC

Attention: Rachell Jova

Rachell@digitalwealthacademy.biz

32. ACCEPTANCE OF TERMS OF PURCHASE. The following Terms of Purchase

(“Terms”) govern your use of and access to the Services. These Terms are legally binding

and it is your responsibility to read them before you begin to use or access the Services.

Your act of selling the Digital Wealth Academy online course (hereinafter the “Product”)

and participating in the Services constitutes your acceptance of these Terms, including any

modifications or updates that Company may make to these Terms from time to time. Any

such modifications or updates will be effective immediately upon notice to you, which may

be given by any reasonable means including via email or through an update posted on a

website provided by Company.

33. MEDIATION. In the event a dispute shall arise between the Parties that is related to or

arises out of these Terms, the Parties agree to attempt to resolve the dispute through

mediation. The mediation will take place in Hollywood, Florida or remotely via Zoom. The

Parties agree to cooperate with one another in selecting a mediation service, and shall

cooperate with the mediation service and with one another in selecting a neutral mediator

and in scheduling the mediation proceedings. For a mediation, the parties will agree to use

commercially reasonable efforts to begin the mediation within 15 business days of the

selection of the mediator and to conclude the mediation with 30 days of the start of

the mediation. The costs of the mediation will be equally split between the Parties. If the

Parties fail to agree at the completion of the mediation, the requesting part may commence

legal proceedings to resolve the dispute.

34. JURISDICTION AND VENUE. If the Parties cannot resolve any dispute for any reason,

including, but not limited to, the failure of either party to agree to enter into mediation or

agree to any settlement proposed by the mediator, either party may file suit in a court of

competent jurisdiction in the state or federal courts of Florida and each party irrevocably

submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.