1. Overview of the Affiliate Program

1.1 Program Description

Waterlily operates a Program enabling Affiliates to promote Waterlily’s subscription-based software platform (“Services”) to potential new customers. Subject to your compliance with these Terms, you are eligible to:

• Receive a custom discount code (“Affiliate Code”) granting new customers a 10% perpetual discount on standard subscription fees; and

• Earn a 20% commission on SaaS subscription revenue paid by each new customer who uses your Affiliate Code, for the first 12 (twelve) consecutive months following that customer’s initial subscription.
  
  

1.2 Enrollment and Affiliate Code

To receive an Affiliate Code, you must create an account at https://referrals.joinwaterlily.com/ and follow the instructions provided. Only referrals properly tracked through this affiliate platform will be eligible for commissions.

1.3 No Authority to Bind Waterlily

You acknowledge and agree that you have no authority to bind Waterlily to any agreement with any prospective or existing customer. Waterlily retains sole discretion to accept or reject referrals.

1.4 Referral Process

A prospective customer (“Referred Customer”) must apply your Affiliate Code upon registration for Waterlily Services in order for you to be eligible for a commission. The Referred Customer must:

• Be new to Waterlily (no existing or in-process subscriptions); and

• Successfully complete Waterlily’s checkout and payment process using your Affiliate Code.

2. Pricing and Commissions

2.1 Current Standard Pricing (Subject to Change)

Waterlily’s current standard subscription pricing is:

• $250 per seat per month, or

• $2,400 per seat per year (reflecting a 20% discount for annual prepayment).

Discount: A Referred Customer who applies the Affiliate Code receives a 10% discount in perpetuity, yielding:

• $225 per seat per month (down from $250), or

• $2,160 per seat per year (down from $2,400).

We may change our subscription pricing at any time in our sole discretion. Future pricing changes will not alter your 20% commission rate, but will affect the actual dollar amounts of commissions.

2.2 Commission Rate

You will earn 20% of the net subscription fees actually paid by a Referred Customer to Waterlily during the first 12 consecutive months of that customer’s paid subscription (the “Commission Period”). No commission will be earned or owed after the end of that 12-month period for that Referred Customer.

2.3 Example Commission Calculations (Illustrative Only)

1. Monthly Subscription

   • Customer pays $225/month (after the 10% discount).

   • Monthly Commission: 20% of $225 = $45/month per seat.

   • Over 12 months, a single seat would yield $45 × 12 = $540 in total commission.

2. Annual Subscription

   • Customer pays $2,160/year (after the 10% discount).

   • Annual Commission: 20% of $2,160 = $432 (one-time for the first year).

   • No additional commission is due after the first 12 months.

These rates are based on today’s Standard Pricing and are subject to change.

3. Payment Terms

3.1 Payment Method

All commission payments will be made via PayPal to the PayPal account you provide through your affiliate account settings.

3.2 Payment Schedule (Net-15)

Commissions for a given calendar month will be paid within 15 days (Net-15) after the end of that month. If the 15th day falls on a weekend or U.S. holiday, payment will be made on the next business day.

3.3 Reporting

We will use commercially reasonable efforts to provide monthly or periodic reports detailing your referrals, recognized subscription revenue, and corresponding commissions. Our internal accounting regarding commission calculations is final and binding unless there is a manifest error.

3.4 Taxes

You are responsible for paying any and all taxes, duties, or other governmental fees or charges that may apply to commissions you receive under the Program.

4. Compliance Obligations

4.1 Applicable Laws; Anti-Kickback Compliance

You must comply with all applicable local, state, and federal laws and regulations (“Applicable Laws”) in performing under these Terms. The Program is intended to comply with all applicable anti-kickback and similar statutes, and your promotional activities must conform accordingly.

4.2 Marketing Materials and Conduct

You may only use Waterlily-approved marketing materials when promoting the Services. You will not make false, misleading, or unsubstantiated claims about Waterlily or the Program. We reserve the right to review and approve any marketing content referencing Waterlily or the discount.

4.3 Debarment and Background Checks

You represent that you have not been excluded from participation in any federal healthcare program or debarred by any state or federal agency. At our discretion, we may perform background checks or other due diligence. We may immediately terminate or suspend your participation if we determine any findings to be unsatisfactory.

5. Confidentiality and Privacy

5.1 Confidential Information

During your participation in the Program, you may receive certain nonpublic information about Waterlily (“Confidential Information”). You shall maintain it with at least the same degree of care you use to protect your own confidential information (and in any event not less than a reasonable degree of care). You agree not to disclose such information without our prior written consent.

5.2 Privacy of Customer Data

Any personal data of Referred Customers is owned by Waterlily. You must comply with all relevant data privacy and protection laws regarding any data shared under these Terms. You will not use, store, or transfer any Referred Customer data for any purpose beyond participating in the Program.

6. Term and Termination

6.1 Term

These Terms become effective the moment you enroll in the Program or otherwise indicate acceptance. They remain in effect until terminated by either you or Waterlily in accordance with this Section.

6.2 Termination

• By Waterlily: We may terminate these Terms for convenience with 30 days’ notice or immediately for cause (e.g., if you breach any material provision).

• By Affiliate: You may terminate your participation at any time by providing 30 days’ notice to us (e.g., via email or the affiliate platform).
  
  

6.3 Effects of Termination

Upon termination:

• You must cease using Waterlily’s trademarks, logos, or branding.

• Each party shall promptly return or destroy the other’s Confidential Information (unless retention is required by law).

• We will pay any commissions you have earned through the termination date on subscription revenue properly attributable to you, for up to the first 12 months of any Referred Customer’s subscription. After 12 months, no commission is due.

• If we terminated you for cause, we may withhold unpaid commissions as permitted by law to address the breach.

7. Representations and Warranties

7.1 Mutual Representations

Both you and Waterlily represent and warrant:

• That you/it are duly organized (if applicable), validly existing, and in good standing in your jurisdiction (if applicable).

• That entering and performing under these Terms does not violate any other binding agreements.

• That you/it will comply with all Applicable Laws in the performance of obligations hereunder.
  
  

7.2 Disclaimer

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. Indemnification

You agree to defend, indemnify, and hold harmless Waterlily and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, penalties, fines, and expenses (including reasonable attorneys’ fees) arising from your breach of these Terms or your willful misconduct in connection with the Program.

9. Limitation of Liability

IN NO EVENT WILL WATERLILY’S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE PROGRAM EXCEED THE TOTAL AMOUNT OF COMMISSIONS PAID (OR OWED) TO YOU IN THE PRECEDING TWELVE (12) MONTHS.

WATERLILY WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Miscellaneous

10.1 Entire Terms

These Terms constitute the entire understanding regarding your participation in the Program and supersede all prior or contemporaneous agreements, communications, or representations.

10.2 Changes to Terms

We reserve the right to modify these Terms at any time. Any changes will be effective when posted, and your continued participation in the Program after posting indicates your acceptance of the modified Terms.

10.3 Notices

We may provide notices to you through the affiliate platform, via email, or any other contact method you have provided. You should direct notices to us at:

Email: hello@joinwaterlily.com

Address: Waterlily Caregiving, Inc., 401 Harrison St. Unit 5A, San Francisco, CA 94105

10.4 Severability

If any provision of these Terms is deemed invalid or unenforceable, the remaining provisions will remain in full force and effect.

10.5 Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms.

10.6 No Third-Party Beneficiaries

No one other than you and Waterlily (and permitted successors/assigns) will have any right to enforce or rely upon these Terms.

10.7 Governing Law and Dispute Resolution

These Terms are governed by and interpreted under the laws of the State of California, without regard to conflict-of-law principles. Any disputes will be resolved in accordance with the dispute resolution provisions in the Waterlily Terms of Service or, if none, in state or federal courts located in San Francisco County, California, and both parties consent to the exclusive jurisdiction therein.

10.8 Force Majeure

Neither party shall be liable for delays or failure in performance caused by events beyond reasonable control, including natural disasters, war, or governmental action, provided that such party promptly notifies the other and takes reasonable steps to mitigate the impact.

10.9 Public Announcements and Trademark Use

You shall not make public announcements or press releases about the Program without our prior written approval. You shall not use Waterlily’s name, trademarks, or logos except as expressly permitted by these Terms or by our prior written consent.

By joining or participating in our Affiliate Program, you acknowledge that you have read, understood, and agree to these Terms of Service. If you do not agree, do not sign up for or continue in the Program.

Contact Us: hello@joinwaterlily.com

Address: 401 Harrison St. Unit 5A, San Francisco, CA 94105