Affiliate Program Terms.

These Affiliate Program Terms and Conditions (the "Agreement") are entered into by and between Media City Design & Consulting ("Media City Design," "we," "us," or "our"), a California business located at 200 W Magnolia Blvd, Burbank, CA 91502, and the individual or entity applying to become an affiliate ("Affiliate," "you," or "your"). By applying to or participating in the Media City Design Affiliate Program (the "Program"), you agree to be bound by this Agreement.

1. Eligibility

To participate in the Program you must be at least 18 years old (or the age of majority in your jurisdiction), able to enter into a legally binding contract, and not barred from receiving referral compensation under any applicable law or regulation. Media City Design may, in its sole discretion, refuse participation to any person or entity for any lawful reason.

2. Enrollment

To become an Affiliate, you must submit an application through the Program page at mediacitydesign.com/affiliates. Media City Design will review your application and notify you of approval or rejection, typically within one business day. Your enrollment is effective on the date we approve your application in writing (email is sufficient).

3. Referral Attribution

A "Referral" is a new prospective client of Media City Design introduced by you. To be attributed to you, the Referral must be submitted through the Program's referral submission form, sent as a warm introduction email that clearly identifies you and CCs affiliates@mediacitydesign.com, or otherwise documented in writing accepted by Media City Design, in each case before the prospective client signs a contract with Media City Design.

Referrals are generally attributed to the Affiliate whose submission is received first. Attribution remains valid for twelve (12) months from the date Media City Design confirms the Referral in writing, unless we agree to a different period in writing.

4. Qualified Referrals

A Referral is a "Qualified Referral" only if all of the following are true:

• The Referral is a new prospective client who has not, prior to your submission, contacted, hired, been actively engaged with, or been under a signed proposal from Media City Design;
• You submitted or documented the Referral in accordance with Section 3 before the client signed a contract with us;
• The Referral executes a written engagement with Media City Design within the 12-month attribution period;
• The engagement is for one or more Eligible Services (defined below); and
• Media City Design receives cleared payment from the referred client for the engagement.

5. Commission Calculation

Subject to this Agreement, we will pay you a commission equal to thirty percent (30%) of the "Eligible Amount" actually collected by Media City Design from a Qualified Referral. The "Eligible Amount" is the amount actually received by Media City Design from the referred client, excluding:

• Sales tax, use tax, VAT, and other taxes;
• Refunds, credits, chargebacks, and disputed amounts;
• Payment processing fees (e.g., Stripe, credit card, ACH fees);
• Third-party expenses billed at cost or pass-through (e.g., stock photography licenses, subcontractor fees, courier);
• Advertising and media spend (e.g., paid ads placed by Media City Design on behalf of the client);
• Software, SaaS, hosting, and subscription costs paid to third parties;
• Domain registration and renewal fees;
• Any other pass-through, reimbursed, or out-of-pocket expenses.

6. Commission Exclusions

No commission is payable on: (a) self-referrals or referrals from an entity you own or control; (b) duplicate referrals; (c) referrals of prospects already known to us or with whom we were in active engagement prior to your submission; (d) any service Media City Design determines, in its reasonable discretion, is not an Eligible Service; and (e) any service where the payment of a referral fee or commission would be prohibited or restricted by applicable law or by any applicable professional licensing authority.

7. Payment Timing

Commissions are earned only after Media City Design has received cleared, non-refundable payment from the referred client (typically 5–10 business days after the client payment clears, to allow refund and chargeback windows to close). If the referred client pays in installments, your commission for that engagement is paid proportionally as each installment clears.

Commissions are paid out on or around the 1st and 15th of each calendar month for all commissions earned and past the refund window. Payment methods available include Zelle, ACH, and check. A minimum payout threshold of $50 USD applies; smaller amounts roll forward until the threshold is reached.

8. Taxes

You are responsible for all taxes, filings, and reporting obligations associated with commissions you earn under this Agreement. Media City Design may require applicable tax documentation (such as an IRS Form W-9 for U.S. Affiliates or Form W-8BEN/W-8BEN-E for non-U.S. Affiliates) before issuing commissions. Media City Design may report payments to tax authorities as required by law (for example, on IRS Form 1099-NEC for U.S. persons earning $600 or more in a calendar year).

9. Refunds, Chargebacks, and Adjustments

If, after payment of a commission, the underlying client payment is refunded, reversed, charged back, or otherwise adjusted, the corresponding commission is not payable — or, if already paid, is either deducted from future commissions or invoiced back to you at Media City Design's discretion. We will provide reasonable documentation of any such adjustment.

10. Self-Referrals and Duplicate Referrals

Self-referrals — including referrals of a business you own, control, or in which you have a material financial interest — are not eligible for commission. Duplicate Referrals (the same prospect submitted by multiple Affiliates) are attributed to the Affiliate whose submission was received and confirmed first.

11. Existing Media City Design Prospects and Clients

Referrals of individuals or entities who are already known to Media City Design as prospects or existing clients, or who are already under an active proposal, engagement, or contract with us, are not Qualified Referrals. Media City Design's records shall be conclusive as to prior engagement status, subject to good-faith review of any dispute you raise in writing within 30 days.

12. Affiliate Marketing Requirements

You may promote Media City Design through your own website, social media, email newsletters, blog posts, podcasts, video, in-person conversations, or other lawful channels. All promotional content must be truthful, non-deceptive, and compliant with applicable law, including but not limited to:

• The U.S. Federal Trade Commission ("FTC") Endorsement Guides and 16 C.F.R. Part 255;
• The CAN-SPAM Act of 2003 and any applicable state anti-spam laws;
• The Telephone Consumer Protection Act ("TCPA") and any applicable state calling/texting laws;
• The California Consumer Privacy Act ("CCPA") and California Privacy Rights Act ("CPRA"), and any other applicable privacy law;
• All other applicable advertising, endorsement, consumer protection, and disclosure laws in the jurisdictions where you promote.

13. FTC Disclosure Requirements

You must clearly and conspicuously disclose your financial relationship with Media City Design whenever you endorse, recommend, or promote our services in a context that a reasonable person would not otherwise expect. Language such as "I earn a commission if you become a client of Media City Design" or "Media City Design partner" is generally acceptable. Disclosures must appear in the same medium and in close proximity to the recommendation; a disclosure buried in a bio or terms page is not sufficient.

14. Use of the Media City Design Name and Logo

Media City Design grants you a limited, revocable, non-exclusive, non-transferable license to use the "Media City Design" name and logo solely to identify Media City Design as the provider of the services you are referring, and only in accordance with any brand guidelines we provide from time to time. You may not (a) modify, distort, or animate the logo; (b) use the marks in any way that implies employment, partnership, agency, or endorsement beyond the affiliate relationship; (c) register any domain name, social media handle, ad keyword, or trademark that contains "Media City Design" or a confusingly similar term; or (d) use the marks in any content that is unlawful, deceptive, or reputation-damaging to Media City Design.

15. Intellectual Property

All intellectual property, trademarks, service marks, trade names, copyrights, and other rights owned by Media City Design remain the sole property of Media City Design. Nothing in this Agreement transfers any ownership rights to you.

16. Confidentiality

You agree to keep confidential any non-public information disclosed to you by Media City Design in connection with the Program, including but not limited to commission rates specific to individual engagements, client information, pricing, roadmaps, and business plans. Confidentiality obligations survive termination of this Agreement for three (3) years.

17. Prohibited Conduct

You may not, and may not authorize others to:

• Use misleading, deceptive, fraudulent, discriminatory, defamatory, harassing, or unlawful marketing methods;
• Engage in spam, unsolicited commercial email, unauthorized automated messaging, or robocalls to promote Media City Design;
• Make false or exaggerated claims about Media City Design's services, pricing, results, credentials, or capabilities;
• Impersonate Media City Design or any of its personnel;
• Register or use trademark-infringing or confusingly similar domain names, social media accounts, or ad keywords;
• Bid on or use Media City Design's trademarks in paid search or paid social advertising without prior written authorization;
• Frame, cloak, or scrape any part of Media City Design's website;
• Encourage or facilitate any violation of applicable law by any prospective client;
• Refer prospects in industries or for services where the payment of a referral fee would violate applicable law or professional licensing rules (see Section 22).

18. Independent Contractor Relationship

Nothing in this Agreement creates an employer/employee, partnership, joint venture, franchisor/franchisee, agency, or fiduciary relationship between you and Media City Design. You are an independent participant in the Program. You are not authorized to and shall not: (a) enter into contracts on behalf of Media City Design; (b) make promises, warranties, or representations about Media City Design's services, pricing, or delivery timelines; (c) negotiate agreements on our behalf; (d) quote binding prices; (e) accept payment on our behalf; or (f) hold yourself out as our employee, agent, or legal representative. Any binding representations to prospective clients must come from an authorized Media City Design representative in writing.

19. Termination

Either party may terminate this Agreement at any time, for any lawful reason or no reason, upon written notice (email is sufficient). Media City Design may suspend or terminate your participation immediately for actual or reasonably suspected: (a) violation of this Agreement; (b) violation of applicable law; (c) inappropriate conduct; (d) reputational harm to Media City Design; or (e) fraud, chargeback abuse, or self-dealing.

20. Effect of Termination

Upon termination: (a) your right to promote Media City Design and to use our name and marks ends immediately; (b) any pending, unpaid commissions on Qualified Referrals whose engagements were signed before termination will still be paid in accordance with Sections 5–7, subject to any offset for outstanding chargebacks, refunds, or violations of this Agreement; and (c) no new commissions will accrue for referrals introduced after the termination date. Sections 8, 9, 14 (last sentence), 15, 16, 17, 18, 22, 23, 24, 25, and 26 survive termination.

21. Changes to the Program

Media City Design may modify this Agreement, the commission rate, the list of Eligible Services, or any other aspect of the Program at any time by posting an updated version at mediacitydesign.com/affiliates/terms and, where reasonably practicable, notifying you by email. Modifications apply to referrals submitted after the modification's effective date; commissions already accrued on Qualified Referrals are honored under the terms in effect when the Referral was confirmed.

22. Regulated Services and Restricted Referrals

You acknowledge that certain professional services in California and other jurisdictions are subject to laws, regulations, or professional licensing rules that restrict or prohibit the payment of referral fees, commissions, fee-splitting, or compensation for referrals — including but not limited to legal services, medical and healthcare services, real estate transactions, mortgage brokering, insurance sales, licensed financial services, and certain investigative or immigration services. The Program applies only to Media City Design's ordinary marketing, creative, design, technology, website, hosting, and consulting services. Nothing in this Agreement authorizes or offers referral compensation for services in any regulated industry where such compensation would be unlawful, and no representation is made that referral compensation is available in respect of such services.

23. Limitation of Liability

To the maximum extent permitted by applicable law: (a) Media City Design's total cumulative liability to you under or in connection with this Agreement will not exceed the total commissions paid or payable to you during the twelve (12) months preceding the event giving rise to the claim; and (b) neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any lost profits, lost revenue, lost business, or loss of goodwill, whether based in contract, tort, strict liability, or otherwise, and whether or not the party was advised of the possibility of such damages. Nothing in this Section limits liability that cannot be limited under applicable law.

24. Indemnification

You will defend, indemnify, and hold harmless Media City Design and its officers, employees, agents, and affiliates from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your breach of this Agreement; (b) your violation of applicable law; (c) any marketing or promotional content you create or distribute in connection with the Program; (d) any misrepresentation you make to a prospective client; and (e) any dispute between you and a prospective client that Media City Design is drawn into.

25. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement will be resolved exclusively in the state or federal courts located in Los Angeles County, California, and both parties consent to the personal jurisdiction and venue of such courts.

26. Dispute Resolution

Before initiating any formal proceeding, the parties will attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days after written notice of the dispute. If the parties cannot resolve the dispute within that period, either party may pursue relief in the courts described in Section 25. Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, trademarks, or confidential information.

27. General

Entire agreement. This Agreement, together with any documents referenced in it, is the entire agreement between the parties regarding the Program and supersedes all prior discussions, proposals, and agreements on that subject.

No assignment. You may not assign or transfer this Agreement without our prior written consent. Media City Design may assign this Agreement without your consent, including in connection with a merger, acquisition, or sale of assets.

Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect and the invalid provision will be reformed only to the extent necessary to make it enforceable.

No waiver. A party's failure to enforce any provision is not a waiver of that provision or any other provision.

Notices. Notices to Media City Design must be sent to affiliates@mediacitydesign.com. Notices to you may be sent to the email address on file for your affiliate account.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility outages, or governmental actions.

Headings. Headings are for convenience only and do not affect interpretation.

Contact

Questions about this Agreement? Email affiliates@mediacitydesign.com or write to us at Media City Design & Consulting, 200 W Magnolia Blvd, Burbank, CA 91502.