Affiliate Program Terms

Effective Date: August 21, 2026

These Affiliate Program Terms (this “Agreement”) are a legally binding agreement between Constellation Network, Inc., a Delaware corporation, with its principal address at 2140 S Dupont Hwy, Camden, Delaware 19934 (“Constellation,” “we,” “us,” or “our”), and the individual or entity accepting this Agreement (“Affiliate,” “you,” or “your”). If you accept this Agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Affiliate” means that entity.

By applying to the Gate AI Affiliate Program (the “Program”), registering through our affiliate platform, or promoting Gate AI using a referral link we issue to you, you agree to this Agreement. If you do not agree, do not participate in the Program.

1. The Program and the Platform

The Program lets you promote Gate AI and earn commission on qualifying subscription revenue from customers you refer.

We administer the Program using Tolt, Inc. (“Tolt”), a third-party affiliate platform that tracks referrals, calculates commission, and processes payouts. Your participation is also subject to Tolt’s own affiliate terms, which you accept when you register with Tolt. This Agreement governs the commercial relationship between you and Constellation. Where this Agreement and Tolt’s terms address the same subject, this Agreement governs your entitlement to commission from us, and Tolt’s terms govern how payments reach you.

2. Applying and Acceptance

Applications are open. We review each application by hand and aim to respond within five business days.

We may accept or decline any application at our discretion, and we are not required to give a reason. Acceptance is not permanent. We may remove you from the Program under Section 11.

You must be at least 18 years old and legally able to enter into this Agreement.

2A. Eligibility Restrictions

Who may not participate. The Program is for independent third parties. You are not eligible to apply, participate, or earn commission if, at the time you apply or at any time while you participate, you are:

• an employee, officer, or director of Constellation Network, Inc. or of any parent, subsidiary, or affiliated entity of Constellation;
• a contractor, consultant, agency, temporary worker, or other service provider engaged by Constellation, or an owner, principal, or employee of one, for the duration of that engagement;
• an adviser, board member, or board observer of Constellation, whether or not compensated;
• a member of the immediate family of any person described above. “Immediate family” means a spouse, domestic partner, parent, sibling, or child, including step and in-law relationships; or
• an entity owned or controlled by, or in which a controlling interest is held by, any person described above, or any person applying on behalf of such an entity.

Change in status. If you become a person described above after you are accepted, you must notify us and your participation ends on the date your new relationship with Constellation begins. Commission already approved on the platform is paid under Section 8. No commission accrues on or after that date, including recurring commission on customers referred earlier.

Effect of ineligibility. Commission recorded by an ineligible participant does not qualify under this Agreement and may be rejected before approval under Section 7. We may remove an ineligible participant from the Program under Section 11.

What this does not restrict. Nothing in this Section prevents a person described above from recommending or writing about Gate AI. It means only that they may not earn commission through the Program. This Section also does not limit any separate written referral, reseller, or partner agreement authorized by an officer of Constellation.

3. Referral Links and Attribution

On acceptance we issue you a referral link. Commission is only ever payable on referrals tracked through that link.

Attribution works as follows:

• A visitor who arrives through your link is tracked for 90 days.
• If that visitor creates a Gate AI account within the tracking window, the referral is recorded on their organization at signup and is not overwritten by any later referral.
• Because signup does not require a card, the referral persists through the free trial and applies when the organization later subscribes.
• Where more than one affiliate could claim a referral, the first recorded referral applies.

You are responsible for using the link we issue you as issued. Commission is not payable on a referral we cannot attribute, including a referral lost because a link was altered, shortened in a way that strips tracking, or replaced.

4. Commission

Subject to this Agreement, you earn commission on Pro subscription revenue actually received by us from a customer you refer, at the following rates:

• 30% for the first 12 months from the date the referred customer converts to a paid subscription.
• 15% from month 13 onward, for as long as that customer’s Pro subscription remains active.

Commission continues at 15% with no end date while the subscription stays active. It stops when the subscription ends, and it does not resume if the customer subscribes again later.

Commission is calculated on amounts actually received, net of discounts, credits, and refunds, and excluding taxes and any fees charged by payment processors or the platform.

Seats added to a referred customer’s Pro subscription earn commission at the rate then in effect for that customer.

5. Revenue That Does Not Earn Commission

The following generate no commission:

• Pay-as-you-go token credits. See Section 6.
• Enterprise and custom-priced contracts, including any negotiated agreement that is not our standard self-serve Pro subscription.
• Resubscription after cancellation. Once a referred customer’s subscription ends, commission does not resume if they subscribe again.
• Complimentary, comped, trial, and internal accounts, and any subscription for which we receive no payment.
• Referrals from ineligible participants, including anyone excluded under Section 2A (Constellation personnel, contractors, advisers, their immediate family, and entities they control).
• Taxes, shipping, currency conversion, chargeback fees, and platform fees.

6. Pay-As-You-Go Credits Are Excluded

Gate AI customers can purchase pay-as-you-go token credits separately from a Pro subscription. Credit purchases earn no commission. This applies to every form of credit purchase, including a customer’s first purchase, later purchases, and automatic top-ups.

Commission under this Agreement is payable on Pro subscription revenue only.

7. Approval, Adjustments, and Finality

Commission is recorded when a qualifying payment is received and becomes payable once approved on the platform.

Tolt acts as agent of the payee for the collection of commission. When we pay approved commission to Tolt, our payment obligation to you for that commission is satisfied, and Tolt is responsible for remitting it to you.

Once commission has been invoiced and funded, it is final. If a refund, chargeback, cancellation, or other reversal occurs after that point, we do not reclaim the commission already paid. Instead, an offsetting negative adjustment may be applied against your future commission. If your Program participation ends while a negative balance is outstanding, we will not pursue you for it.

We may reject commission before it is approved where the underlying transaction is refunded, reversed, fraudulent, or does not qualify under this Agreement.

8. Payment

Approved commission is paid on NET-30 terms. Payouts are generated 30 days after the end of the calendar month in which the commission was earned. Commission earned in August is paid at the end of September.

A payout is issued once your approved balance reaches US$50. A balance below that amount carries forward to the next payout.

Payouts are made in US dollars through the payout methods Tolt supports. Before your first payout you must complete Tolt’s identity, tax, and payout-account requirements. We are not responsible for a payout delayed or withheld because those requirements are incomplete.

You are responsible for all taxes on commission you receive, and for your own tax reporting. Amounts may be withheld where withholding is required by law.

9. How You May Promote Gate AI

You must disclose your affiliate relationship clearly wherever you promote Gate AI. The disclosure must be conspicuous and in the same medium as the promotion.

You must not bid on our brand terms in paid search or paid social. This includes “Gate AI,” “Constellation Gate,” our product and feature names, our domains, and close variants and misspellings of any of them.

You must not describe what Gate AI detects, blocks, prevents, or guarantees beyond the language we publish. Security claims we have not made are not yours to make on our behalf.

You must not send spam or unsolicited bulk messages, and you must comply with the law and with the policies of any platform you promote on.

Tolt’s affiliate terms separately prohibit conduct including self-referral, click fraud, cookie stuffing, and incentivized traffic that violates an advertising platform’s policies. Those prohibitions apply to you in addition to this Section.

You must not use the Program to obtain a discount on your own or your employer’s Gate AI subscription, and you must not refer an organization in which you or a member of your immediate family is the purchasing decision maker.

10. Use of Our Name and Marks

We grant you a limited, non-exclusive, revocable license to use our name, logo, and marketing materials for the sole purpose of promoting Gate AI under the Program, in the form we supply them and without alteration.

You must not register a domain, social handle, application name, or business name containing our marks. You must not present yourself as Constellation, as an employee or agent of Constellation, or as a reseller, distributor, or partner beyond your participation in the Program.

11. Term and Termination

This Agreement starts when you are accepted into the Program and continues until either party ends it. You may leave the Program at any time. We may remove you at any time, with or without cause, on notice.

If you leave or are removed without breach, commission already approved is paid under Section 8, and no commission accrues afterwards.

If we remove you for breach of this Agreement, for fraud, or for conduct that harms our customers or our brand, commission that has not yet been approved is forfeited.

We may also remove you if we determine you were or have become ineligible under Section 2A, in which case commission that has not yet been approved is forfeited.

12. Changes to the Program

We may change this Agreement, the commission rate, or the Program at any time. We will give notice of a material change by email or through the affiliate platform.

A change to the commission rate or accrual period applies to commission earned after the change takes effect. It does not reduce commission already accrued.

13. Relationship of the Parties

You are an independent contractor. This Agreement does not create a partnership, joint venture, agency, franchise, fiduciary, or employment relationship, and you have no authority to bind us or to make any commitment on our behalf.

14. No Warranty and Limitation of Liability

The Program is provided as is. We do not warrant that the Program, the affiliate platform, or any tracking mechanism will be uninterrupted or error-free, and we do not guarantee any level of earnings.

To the maximum extent permitted by law, we are not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or lost opportunity. Our total liability under this Agreement will not exceed the commission payable to you in the twelve months before the claim arose.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Delaware and the federal laws of the United States, without regard to conflict-of-laws rules.

Any dispute arising out of or relating to this Agreement will be brought exclusively in the state or federal courts located in Kent County, Delaware, and each party consents to those courts’ personal jurisdiction and venue.

16. Contact Information

Questions about the Program or this Agreement may be sent to support@constellationgate.ai.